Terms of Purchase

1. Agreement to Terms

These Terms of Purchase ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Cogito Novus LLC ("Cogito Novus," "Company," "we," "us," or "our") governing your purchase and use of our services, including consultation services, development services, smart contract services, and project-based hiring services offered through https://cogitonovus.com (the "Site").

By purchasing or engaging any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not purchase or use our services.

2. Services Offered

Cogito Novus provides the following professional technology services:

2.1 Consultation Services

• AI Consultation: Strategic guidance for AI implementation and integration
• Development Consultation: Architecture planning and technical strategy
• IT Consultation: Infrastructure optimization and digital transformation
• Smart Contract Consultation: Blockchain strategy and contract design

2.2 Development Services

• App Development: Mobile and web application development
• AI Agent Development: Intelligent automation and custom AI solutions
• IT Development: Enterprise software and system integration

2.3 Smart Contract Services

• Smart Contract Analysis: Comprehensive auditing and security review
• Smart Contract Building: Custom development on multiple blockchains

2.4 Project-Based Hiring Services

• Project Managers
• QA Testers
• Senior Developers
• Flexible engagement models

3. Initial Consultation Bookings

3.1 Paid Consultation

All initial consultations require advance payment as indicated on our Site. Consultation fees are non-refundable and must be paid in full prior to the scheduled consultation.

3.2 Scheduling

Upon payment confirmation, we will contact you to schedule your consultation at a mutually agreed time. We will make reasonable efforts to accommodate your preferred schedule.

3.3 Consultation Format

Consultations may be conducted via video conference, phone call, or in-person meetings as mutually agreed. The specific format will be confirmed during the scheduling process.

4. Service Agreements and Scope of Work

4.1 Custom Proposals

Following an initial consultation, if you wish to proceed with additional services, we will provide a detailed proposal outlining:

• Scope of work and deliverables
• Project timeline and milestones
• Pricing and payment schedule
• Terms and conditions specific to the engagement

4.2 Statement of Work

For development projects, smart contract services, and hiring engagements, we will execute a separate Statement of Work (SOW) or Service Agreement that specifies:

• Detailed project specifications
• Technical requirements
• Acceptance criteria
• Intellectual property rights
• Confidentiality provisions
• Additional terms applicable to the specific engagement

4.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and approved by both parties. Changes may result in adjustments to pricing and timelines.

5. Pricing and Fees

5.1 Service Pricing

Prices for our services are as follows:

• Initial Consultation: As displayed on the Site at the time of booking
• Development Services: Custom pricing based on project scope and requirements
• Smart Contract Services: Custom pricing based on complexity and blockchain platform
• Project-Based Hiring: Custom pricing based on role, duration, and expertise level

5.2 Currency

All prices are quoted and payable in United States Dollars (USD) unless otherwise specified in writing.

5.3 Taxes

Prices do not include applicable taxes, duties, or fees. You are responsible for paying all applicable sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and any other taxes or duties imposed by governmental authorities.

5.4 Price Changes

We reserve the right to modify our pricing at any time. Price changes will not affect orders already placed or contracts already executed.

6. Payment Terms

6.1 Consultation Payments

Initial consultation fees must be paid in full at the time of booking through our authorized payment processor.

6.2 Project Payments

For development, smart contract, and hiring services, payment terms will be specified in the applicable SOW or Service Agreement. Common payment structures include:

• Fixed Fee Projects: Payments tied to specific milestones or deliverables
• Time and Materials: Invoiced periodically (weekly, bi-weekly, or monthly) based on hours worked
• Retainer Arrangements: Advance payment for a specified number of hours or period

6.3 Payment Methods

We accept the following payment methods:

• Credit cards (Visa, MasterCard, American Express)
• Bank transfers (ACH, wire transfer)
• Other methods as mutually agreed in writing

6.4 Payment Due Date

Unless otherwise specified in the applicable SOW or Service Agreement:

• Initial consultation fees are due immediately upon booking
• Invoice payments are due within fifteen (15) days of invoice date
• Milestone payments are due within seven (7) days of milestone completion

6.5 Late Payments

Late payments may be subject to:

• Interest charges of 1.5% per month (or the maximum rate permitted by law, whichever is less) on overdue amounts
• Suspension of services until payment is received
• Termination of the engagement for persistent non-payment
• Collection costs and legal fees incurred to collect overdue amounts

6.6 Payment Disputes

If you dispute any invoice or charge, you must notify us in writing within ten (10) days of the invoice date, specifying the nature of the dispute. Undisputed amounts remain due and payable.

7. Refund and Cancellation Policy

7.1 No Refunds

ALL SALES ARE FINAL. All payments made for consultation bookings and services are non-refundable, including but not limited to:

• Initial consultation fees
• Deposit payments
• Milestone payments for completed work
• Retainer fees
• Any other payments made for services rendered or scheduled

7.2 No Cancellations

Once a consultation is booked or a service agreement is executed, cancellations are not permitted. Consultation fees are forfeited if you fail to attend your scheduled consultation.

7.3 Rescheduling Consultations

You may request to reschedule a consultation by providing at least 48 hours' notice. We will make reasonable efforts to accommodate rescheduling requests, but cannot guarantee availability. Rescheduling requests made with less than 48 hours' notice may be denied.

7.4 Service Modifications

For ongoing projects, if you wish to terminate services before completion, you remain obligated to pay for:

• All work completed to date
• Any non-refundable expenses incurred
• Early termination fees as specified in the applicable SOW or Service Agreement

8. Delivery and Performance

8.1 Timelines

We will use commercially reasonable efforts to meet agreed-upon timelines and deadlines. However, all timelines are estimates unless specifically guaranteed in writing.

8.2 Client Responsibilities

Timely delivery of services is dependent upon your timely:

• Provision of necessary information, materials, and access
• Responses to requests for feedback or approvals
• Payment of invoices when due

Delays caused by your failure to meet these responsibilities may result in timeline extensions without penalty to Cogito Novus.

8.3 Acceptance Testing

For development projects, you will have a specified acceptance testing period (as defined in the SOW) to review deliverables. Failure to provide rejection notice within the acceptance period constitutes acceptance of the deliverables.

8.4 Force Majeure

We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, labor disputes, government actions, or third-party service failures.

9. Intellectual Property Rights

9.1 Pre-Existing IP

Each party retains all rights to intellectual property owned prior to the engagement. Our pre-existing tools, frameworks, methodologies, and proprietary technologies remain our exclusive property.

9.2 Work Product Ownership

Ownership of custom work product (code, designs, documentation, etc.) created specifically for your project will be specified in the applicable SOW or Service Agreement. Common arrangements include:

• License Grant: We retain ownership and grant you a license to use the work product (this is the default if not specified in your SOW). License terms, duration, and any usage restrictions will be detailed in your SOW.
• Full Transfer (Work for Hire): You receive full ownership of all custom work product upon final payment
• Shared Rights: Negotiated arrangements for specific circumstances

If not specified in your SOW, the default arrangement is that we retain ownership of all work product and grant you a license to use the work product for your business purposes. The specific terms of the license (including duration, scope, and any ongoing fees) will be defined in your SOW or Service Agreement.

9.3 License to Pre-Existing Materials

To the extent our deliverables incorporate our pre-existing materials, we grant you a license to use such materials solely as integrated into the deliverables and for their intended purpose. The specific terms and duration of this license will be defined in your SOW or Service Agreement.

9.4 Client Materials

You grant us a limited license to use any materials, data, or information you provide solely for the purpose of performing the services.

9.5 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to:

• Reference your company name and logo as a client
• Include a general description of services provided in our portfolio and marketing materials
• Display non-confidential aspects of our work in case studies

10. Confidentiality

10.1 Confidential Information

Both parties agree to maintain the confidentiality of information disclosed during the engagement that is identified as confidential or that reasonably should be considered confidential.

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed by law or court order

10.3 Security Measures

We implement reasonable security measures to protect confidential information.

10.4 Non-Disclosure Agreements

For projects involving sensitive information, we may execute a separate mutual non-disclosure agreement (NDA) with additional confidentiality provisions.

11. Warranties and Disclaimers

11.1 Authority and Compliance

We warrant that:

• We have the authority to enter into this agreement and provide the services
• Our services will be performed in a professional and workmanlike manner
• We will comply with applicable laws and regulations

11.2 Client Warranties

You warrant that:

• You have the authority to enter into this agreement
• You own or have the necessary rights to materials you provide
• Your use of our services will not violate any laws or third-party rights

11.3 Service Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE SOW:

WE DO NOT WARRANT THAT:

• Services will meet your specific requirements or expectations
• Services will be uninterrupted, timely, secure, or error-free
• Results obtained from services will be accurate, reliable, or complete

11.4 Third-Party Services

We may utilize third-party services, platforms, or tools in providing our services. We make no warranties regarding third-party services and are not responsible for their performance, availability, or compatibility.

11.5 Consultation Disclaimer

Consultation services provide strategic advice and recommendations based on the information available at the time. We do not guarantee specific outcomes or results from implementing our recommendations.

11.6 Smart Contract Disclaimer

Smart contract services involve inherent risks, including but not limited to blockchain technology risks, smart contract vulnerabilities, and market volatility. While we conduct thorough analysis and development, we cannot guarantee:

• Complete absence of vulnerabilities or bugs
• Protection against all potential exploits or attacks
• Specific performance outcomes or financial results
• Regulatory compliance in all jurisdictions

12. Limitation of Liability

12.1 Consequential Damages Waiver

This includes but is not limited to:

• Loss of profits or revenue
• Loss of data or information
• Business interruption
• Loss of business opportunities
• Reputational harm
• Cost of substitute services

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

12.3 Exceptions

Some jurisdictions do not allow limitations on implied warranties or limitations of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the extent permitted by law.

12.4 Basis of the Bargain

You acknowledge that we have set our prices and entered into this agreement in reliance upon the limitations of liability and disclaimers set forth herein, which allocate risk between us and form a basis of the bargain.

13. Indemnification

13.1 Your Indemnification Obligations

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

• Your breach of these Terms
• Your violation of any law or third-party rights
• Your use of our services
• Materials, data, or information you provide
• Your business operations or products

13.2 Our Indemnification Obligations

We agree to indemnify you against claims that our services infringe or misappropriate a third party's intellectual property rights, provided that:

• You promptly notify us of the claim
• We have sole control of the defense and settlement
• You provide reasonable cooperation

Our obligations do not apply to claims arising from your modifications, your combination of services with other materials, or your use contrary to our instructions.

13.3 Indemnification Procedures

The indemnified party must:

• Promptly notify the indemnifying party of any claim
• Provide reasonable cooperation
• Allow the indemnifying party sole control over defense and settlement

14. Term and Termination

14.1 Term

These Terms commence when you first purchase or use our services and continue until terminated in accordance with these Terms.

14.2 Termination by Either Party

Either party may terminate an ongoing service engagement:

• For convenience with thirty (30) days' written notice
• Immediately for material breach if not cured within ten (10) days of written notice
• Immediately if the other party becomes insolvent or files for bankruptcy

14.3 Effect of Termination

Upon termination:

• You remain obligated to pay for all services rendered through the termination date
• We will deliver completed work product (subject to full payment)
• Provisions that by their nature should survive will survive termination

14.4 Survival

The following sections survive termination: Sections 7 (Refund Policy), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties), 12 (Limitation of Liability), 13 (Indemnification), and 17 (Dispute Resolution).

15. Communication and Notices

15.1 Electronic Communications

You consent to receive communications from us electronically, including via email or through our Site. Electronic communications satisfy any legal requirement that communications be in writing.

15.2 Notice Requirements

Official notices under these Terms must be sent:

To Cogito Novus:
Cogito Novus LLC
Email: contact@cogitonovus.com

To You:
At the email address or physical address you provided during registration or in your service agreement

15.3 Effective Date of Notices

Notices are effective:

• Upon delivery if sent by hand or courier
• Five (5) business days after mailing if sent by certified mail
• Upon confirmation of transmission if sent by email

16. Changes to Terms

16.1 Right to Modify

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

• Update the "Last Updated" date at the top of this document
• Post the updated Terms on our Site
• Notify existing customers via email if changes are material

16.2 Acceptance of Changes

Your continued use of our services after changes become effective constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using our services.

16.3 Existing Agreements

Changes to these Terms do not affect existing service agreements or SOWs executed prior to the changes, unless specifically agreed in writing.

17. Dispute Resolution

17.1 Informal Resolution

If a dispute arises, the parties agree to first attempt to resolve it informally by communicating in good faith for at least thirty (30) days before pursuing formal proceedings.

17.2 Binding Arbitration

Any dispute, controversy, or claim arising from or relating to these Terms or our services that cannot be resolved informally shall be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

Arbitration Terms:

• Arbitration will be conducted by a single arbitrator
• Location: Mutually agreed upon location, or if parties cannot agree, the location will be determined by the arbitrator
• The arbitrator's decision is final and binding
• The prevailing party may recover reasonable attorneys' fees and costs
• Arbitration proceedings and outcomes remain confidential

17.3 Class Action Waiver

17.4 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court to:

• Enforce intellectual property rights
• Prevent unauthorized use or disclosure of confidential information
• Collect unpaid fees

17.5 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. Any litigation not subject to arbitration shall be brought exclusively in the state or federal courts located in Wyoming.

18. General Provisions

18.1 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

18.2 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any third-party beneficiary rights.

18.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.4 Entire Agreement

These Terms, together with any applicable SOW, Service Agreement, or other written agreement between the parties, constitute the entire agreement and supersede all prior agreements, representations, and understandings.

18.5 Amendments

No amendment or modification of these Terms is effective unless made in writing and signed by both parties, except as provided in Section 16.

18.6 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18.7 Waiver

No waiver of any provision is effective unless in writing. A waiver of any breach does not constitute a waiver of any subsequent breach.

18.8 Force Majeure

Neither party is liable for failure or delay in performance due to causes beyond their reasonable control.

18.9 Language

These Terms are drafted in English, which shall be the controlling language in all respects. Any translation is for convenience only.

18.10 Headings

Section headings are for convenience only and do not affect interpretation.

19. Contact Information

For questions about these Terms or our services, please contact:

Cogito Novus LLC
Website: https://cogitonovus.com/contact
Email: contact@cogitonovus.com

20. Acknowledgment