Cosgn

Terms of Service

Effective Date: December 11, 2025

Document Version: 1.0

Jurisdiction: Canada (with services available nationwide) and selected international markets

Website: cosgn.com

Legal Notices / Mailing Address: Cosgn Inc. — Unit 4800, 1 King Street West, Toronto, Ontario, M5H 1A1, Canada

Québec Notice. For Québec consumers, a French version of this agreement will be provided and presented first for acceptance unless the consumer expressly chooses English (see §23).

0. Interpretation; Order of Precedence

“Services” means Cosgn’s websites, admin portals, APIs, developer tools, cloud and hosting environments, domain management, design and engineering services, and any related features, including the Cosgn Credit™ program and membership plans. Headings are for convenience only. If there is any conflict between short-form summaries such as Snapshots, FAQs, marketing pages, or in-product notices and these Terms, these Terms control. Where a translated version conflicts with the English version, the English version controls to the extent permitted by law.

Any future Cosgn brands, products, services, or divisions introduced after the Effective Date automatically become governed by these Terms unless expressly excluded in writing. Any service-specific policies published by Cosgn for new brands or services are incorporated by reference upon posting.

Cosgn Group Companies; Brand Coverage. For clarity, these Terms apply to all products, brands, services, and properties operated by or on behalf of Cosgn Inc., including without limitation Launch In Ten, Lvabl, Cosgn Pay, Cosgn Cloud, Cosgn Hi, RECOSGN, Clloser, and any future brands or divisions. All references to “Cosgn,” “we,” or “our” include Cosgn Inc. and any current or future affiliates, subsidiaries, brand divisions, and white-label operators acting on Cosgn’s behalf. All protections, disclaimers, licences, assignments, remedies, and limits of liability in these Terms extend equally to the Cosgn Group.

Unified Entity Limitation. All Services are provided solely by Cosgn Inc. Users agree that no claim, action, or proceeding may be brought against any Cosgn brand, subdivision, trade name, or affiliate as a separate entity. All legal claims must be directed exclusively to Cosgn Inc., and all brand divisions share the protections, limitations, disclaimers, and liability shields set out in these Terms.

Brand Immunity; No Cross-Brand Warranties. Each Cosgn brand, subdivision, trade name, or product line is provided independently and without cross-warranties. Statements, marketing materials, feature descriptions, or representations made by one Cosgn brand do not bind or apply to any other Cosgn brand unless expressly stated in a signed SOW. No Cosgn brand guarantees the features, availability, performance, or deliverables of another brand.

No Reliance on Outside Statements. You acknowledge that you are not relying on any statements, promises, representations, warranties, or assurances made by Cosgn or its personnel except those expressly set out in these Terms or a signed Statement of Work. No oral or written communications, proposals, estimates, strategy discussions, roadmaps, or support interactions modify these Terms unless expressly agreed in a written amendment signed by both parties.

Marketing & Promotional Materials Not Binding. You acknowledge that advertisements, promotional materials, pricing pages, sales discussions, webinars, demos, capability overviews, or descriptive statements about the Services are for general information only and do not form part of these Terms or any contract unless expressly incorporated into a signed Statement of Work. Any conflict between such materials and these Terms is resolved in favour of these Terms.

No Reliance on Pre-Contract Statements. You acknowledge that you are not relying on, and will not rely on, any statement, representation, assurance, forecast, promise, description, demonstration, sample, or other communication made by Cosgn or its representatives before entering these Terms, including during consultations, sales discussions, discovery calls, scoping sessions, demos, or correspondence, unless expressly incorporated into a Statement of Work or these Terms. Any such prior statements are hereby disclaimed and shall create no warranty, obligation, or liability of any kind.

B2B Addendum. Where you are acting for business or commercial purposes, the Cosgn B2B Commercial Terms Addendum forms part of these Terms and applies in full. In the event of a conflict between these Terms and the B2B Addendum, the B2B Addendum prevails for commercial users, except where these Terms provide stronger protection for Cosgn.

Affiliate. Affiliate means any entity that controls, is controlled by, or is under common control with a party. Control means direct or indirect ownership of more than 50 percent of voting interests, or the legal or practical ability to direct the management or policies of an entity. Affiliate does not include participants in affiliate-marketing or referral programs.

Program Affiliate. Program Affiliate means an individual or entity that participates in a Cosgn-approved promotional, referral, reseller, creator, partner, or marketing program. Program Affiliates are independent third parties and are not agents, employees, representatives, subsidiaries, joint venturers, or partners of Cosgn. Program Affiliate status does not create any ownership, control, endorsement, obligations, or legal relationship beyond those expressly stated in applicable program terms.

Currency

Unless stated otherwise, amounts are listed and billed in the local currency of the customer’s country, according to the following rules:

1. Canada: Customers are billed in CAD.

2. United States and all other non-specified countries: Customers are billed in USD.

3. European Union and Eurozone countries: Customers are billed in EUR.

4. United Kingdom: Customers are billed in GBP.

5. Kuwait: Customers are billed in KWD.

6. Countries with unsupported or high-volatility currencies: Billing defaults to USD unless otherwise stated by Cosgn.

Amounts related to Cosgn Credit™, membership fees, domain renewals, hosting, and all in-house credit programs follow the same currency rules.

Foreign Exchange (FX)

Unless expressly stated, Cosgn does not apply an FX markup. Any conversion or cross-border fee applied by your bank, card issuer, or payment provider is your responsibility.

Statement of Work (SOW). A document or order form that describes project scope, milestones, deliverables, payment timing, and any special terms for a project. Each SOW is incorporated into and governed by these Terms.

Cosgn Pay. The Cosgn-branded payments experience and tooling used to facilitate payments through third-party processors. Cosgn Pay is not a bank account, stored-value instrument, custodial service, or financial product.

Business Day. A day other than Saturday, Sunday, or a statutory holiday in the Province of Ontario, Canada. When calculating a period expressed in Business Days, the first day is excluded and the last day is included.

Translations and Governing Language. See §23. To the extent permitted by applicable law, the English version of these Terms and related policies is the official, controlling version. For Québec consumers, where required by the Charter of the French Language and applicable consumer-protection laws, the French version prevails over any conflicting English version.

Including. “Including” means “including without limitation.”

Incorporation by Reference. The Privacy Policy, Cookies and Tracking Policy, the Cosgn Credit Program Rules, and any other policies or program terms expressly referenced in these Terms form part of these Terms.

Consumer Rights Not Waived. Nothing in these Terms limits any non-waivable consumer rights under applicable law, including the Québec Consumer Protection Act. Where a mandatory rule of consumer law applies, that rule prevails over any conflicting provision of these Terms. All other provisions remain enforceable to the maximum extent permitted by law.

Clerical Errors and Non-Reliance (Authoritative Version). Typographical, clerical, or formatting errors do not change the intended legal meaning and will be interpreted in a manner consistent with the Terms as a whole, subject to non-waivable statutory protections. If there is a discrepancy between an in-product message and the posted Terms at cosgn.com, the posted Terms control. Clarifications provided through updated postings do not modify rights or obligations retroactively.

SOW versus Terms. A signed Statement of Work governs project-specific scope, deliverables, and payment timing. If an SOW expressly conflicts with these Terms, the SOW controls for the conflicting subject matter. All other matters remain governed by these Terms.

1. Terms of Use

By accessing or using the Services, you agree to these Terms and to updates effective upon posting. Continued use after an update constitutes acceptance. You are responsible for reviewing changes periodically.

1.1 Platform Overview

What Cosgn Is.

Cosgn is a technology company that provides membership-based access to digital services, including domains, hosting, web and app development, design, engineering, deployment, SEO, and related operational support. Cosgn also provides an in-house service-credit facility known as Cosgn Credit™, which is usable only for eligible Cosgn services and is not a bank account, loan, line of credit, or financial product.

What We Provide.

Memberships for Startups and Enterprises. Access tiers that include domains, hosting, storage, support, project delivery, and platform features as described in your plan.

Cosgn Credit™. A non-cash, in-house service credit usable only for Cosgn-provided products and services, designed to help founders and enterprises build and scale without traditional financial barriers.

– When you elect to use Cosgn Credit™ for a project, there are no interest charges, no credit checks, and no late fees on Cosgn Credit™ balances.

– Projects funded with Cosgn Credit™ require no upfront payment, and each membership includes a one-month grace period beginning on the contract-signature date for the first membership invoice.

– Members retain full ownership and equity in their companies upon full payment. Cosgn does not take equity, convertible debt, options, warrants, or any ownership interest in exchange for the use of Cosgn Credit™.

– Repayment of Cosgn Credit™ is flexible while your membership remains active and in good standing.

– If you do not use Cosgn Credit™ for a project, standard payment terms apply (for example, upfront deposits, staged payments, or full prepayment as stated in the Statement of Work or invoice). No grace period applies to those service fees.

– Membership fees and Cosgn Credit™ balances are separate. Cosgn does not charge late fees or interest on either. See §6.5 (Overdue Handling — Membership Invoices Only).

– Access to Cosgn Credit™ requires an active membership in good standing (see §3).

Optional white-label delivery for agencies, studios, and enterprise clients.

Domains, hosting, storage, and administrative support, including registrar management, DNS configuration, cloud environments, deployment processes, and related operational tooling.

What We Are Not.

We are not a bank, escrow agent, law firm, accounting firm, investment advisor, brokerage, fiduciary, or custodian. Nothing in the Services creates any fiduciary, advisory, or professional-services relationship.

Cosgn Inc. is registered with FINTRAC as a Money Services Business (MSB) under federal law but does not presently conduct direct MSB-classed financial activities. All customer payments and payouts are processed through regulated third-party providers (such as Wise, PayPal, and Stripe). See §25 (Regulatory & Hosting Disclosure).

Cosgn Credit™ is not cash, not a loan, not a line of credit, not a deposit product, and not a consumer-credit instrument. It is an in-house, closed-loop service-credit facility that allows Members to obtain Cosgn services now and repay later, subject to membership requirements.

No Third-Party Financing or Referrals.

We do not broker loans, underwrite credit, arrange financing, refer Members to lenders, or provide introductions to financial institutions or credit providers.

Search/Sorting Notices (if applicable).

Any “featured,” “sponsored,” promoted, or ranked placements on Cosgn surfaces are determined by paid-placement rules or algorithmic signals only. They are not recommendations, endorsements, suitability assessments, or professional advice.

1.2 Key Definitions

User: any individual who accesses or uses the Services, whether logged in or not.

Member: a paying Startup or Enterprise plan customer with an active membership in good standing.

Enterprise Agency: a business, agency, or organization that uses Cosgn to deliver services to its own end clients, with optional white-label capability.

Cosgn Credit™: an internal, non-cash, closed-loop service credit that may be used solely to acquire eligible Cosgn services. Cosgn Credit™ is not cash, not a loan, not a line of credit, and not a deposit product.

Work Product: deliverables created by Cosgn for a project, including (by example) code, designs, configurations, documentation, or other project materials, subject to the ownership rules in §4.

Admin Accounts: any app-store, domain-registrar, hosting, infrastructure, or repository accounts or environments for which Cosgn may retain administrative access or control until repayment or cure of outstanding obligations (see §3.4, §5, §6, §8, and §17).

Non-essential Services: features, actions, or operational tasks that are not required to view invoices, make payments, or cure outstanding amounts. Non-essential Services include, by example: new project kick-offs, change requests, admin-portal configuration changes, code deployments, new hosting or environment changes, or any work unrelated to payment cure.

1.3 Eligibility

You must be the age of majority in your jurisdiction (18+ in most provinces and states). If you create an account or enter into an agreement on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity. All sign-up information must be accurate, complete, and kept current.

1.4 Account Security

Certain identity and business fields (including legal name, business name, and billing address) may be locked after verification. Changes may require official documentation such as corporate filings or government-issued identification. You are responsible for maintaining the confidentiality of your credentials and for all actions taken through your account.

1.5 Prohibited Activities

Prohibited activities include, without limitation:

• fraud, misrepresentation, or payment abuse

• unauthorized scraping, harvesting, or mass extraction of content

• reverse engineering, circumventing, or attempting to bypass technical controls

• infringement of intellectual property or violation of others’ rights

• harassment, abusive behaviour, or unlawful content

• interfering with or disrupting the Services or infrastructure

Automated scraping and anti-circumvention violations may trigger enforcement under applicable intellectual property and anti-circumvention laws.

1.6 Suspension and Termination

We may suspend or terminate access for violations of these Terms, compliance or safety risks, non-payment, incomplete verification, or prolonged inactivity where permitted by law. Upon suspension or termination, all outstanding amounts remain due (see §6 and §12).

1.7 Electronic Communications and E-Signatures

To the maximum extent permitted by law, you consent to receive electronic records, agreements, notices, and signatures, and agree that such electronic forms satisfy any legal requirement for written or signed documents.

1.8 Policy Updates (Material Changes)

Material changes to these Terms or related policies will be communicated by email or in-app notice at least thirty (30) days before taking effect, unless earlier implementation is required for compliance, security, or fraud prevention.

1.9 Minors

The Services are intended for adults (18+). We do not knowingly collect personal information from minors or permit minors to use the Services.

1.10 Electronic Messaging Consent (CASL)

By providing your contact information, you consent to receive:

• transactional and relationship messages (including invoices, receipts, verification notices, and service updates), and

• marketing or promotional messages where permitted by Canadian Anti-Spam Legislation (CASL) or other applicable law.

You may unsubscribe from marketing messages at any time by using the unsubscribe link in our emails or by contacting [email protected]. Unsubscribe requests are processed within ten (10) business days as required by CASL.

Unsubscribing does not affect essential transactional or legal notices related to your account, billing, or Services.

SMS Communications:

Message frequency may vary. Reply STOP to end or HELP for assistance. Standard message and data rates may apply.

Required Business Information (CASL):

Cosgn Inc.

Unit 4800 – 1 King Street West

Toronto, Ontario M5H 1A1, Canada

1.11 No Professional Advice

The information, tools, templates, and materials provided through the Services are for general informational purposes only. They do not constitute legal, tax, accounting, financial, investment, real-estate, insurance, medical, or other professional advice. You must obtain independent professional advice before relying on any information provided by Cosgn.

Compliance Guidance Safe Harbor

Any statements by Cosgn regarding legal, regulatory, privacy, security, accessibility, financial-services, or compliance matters are informational only and do not constitute legal advice, regulatory approval, confirmation of compliance, or a substitute for professional counsel.

You are solely responsible for ensuring that your websites, applications, data-processing activities, products, services, business practices, and disclosures comply with all applicable laws, regulations, and industry standards in your jurisdiction. You must obtain independent legal advice for compliance matters.

No Monitoring or Compliance Policing

Cosgn has no obligation to monitor, review, validate, audit, assess, or police:

• your content, workflows, configurations, or deployments

• your data-collection practices, privacy notices, or consent mechanisms

• your website or app’s accessibility, consumer-protection compliance, or industry-specific rules

• your regulatory obligations in financial services, insurance, healthcare, real estate, telemarketing, e-commerce, or any other regulated industry

You are solely responsible for ensuring that your ads, websites, applications, funnels, disclosures, user flows, privacy impacts, consent forms, cookie banners, accessibility accommodations, and regulatory filings comply with all applicable laws. Cosgn’s hosting, development, deployment, or support does not constitute legal review, compliance verification, or approval of your practices.

1.12 Support Interactions

For quality, training, security, and compliance purposes, support interactions may be monitored or recorded where permitted by law and appropriately disclosed.

No Obligation to Retain Communications

Cosgn has no obligation to store, retain, preserve, archive, or provide any record of support interactions, emails, chat messages, tickets, calls, or other communications. Any retention is provided solely as a convenience. Failure to retain or produce any communication does not create liability for Cosgn and cannot be used as evidence of any amendment, waiver, modification, or interpretation of these Terms.

1.13 Relationship of Parties

Cosgn is an independent contractor. Nothing in these Terms creates any partnership, employment, fiduciary, agency, joint venture, or similar relationship. You have no authority to bind Cosgn, and Cosgn has no authority to bind you.

1.13A No Partnership, Franchise, Joint Venture, or Agency

Nothing in these Terms creates any partnership, joint venture, franchise, sales agency, distribution arrangement, or other relationship beyond that of an independent contractor. No implied duties of loyalty, disclosure, or exclusivity arise from these Terms.

1.14 User-Generated Content

You are responsible for all content you submit, upload, or store. You grant Cosgn a worldwide, non-exclusive, royalty-free licence to host, store, display, and adapt your content as necessary to operate, support, and promote the Services. Uses of personal data remain subject to the Privacy Policy. Cosgn may refuse or remove content for safety, legal, technical, or quality reasons.

Responsibility for Users, Contractors, and Agents

You are fully responsible for the acts and omissions of your employees, contractors, service providers, and end users who access the Services under your account. Any such actions or omissions that would constitute a breach of these Terms if performed by you are deemed a breach by you.

Customer Backup Responsibility

You are solely responsible for maintaining independent backups of all project files, content, configurations, credentials, and data associated with your account. Cosgn is not responsible for loss or corruption of Customer Data, regardless of cause, unless expressly stated in a written SLA.

1.15 Automated Tools and AI-Assisted Features

Some parts of the Services may use automation or AI-assisted tooling for template generation, suggestions, analytics, code scaffolding, content drafting, or related outputs. These features assist you but do not replace your own judgment, diligence, or professional advice.

Cosgn does not guarantee that any AI-assisted or automated output will be complete, accurate, or suitable for your specific use case, and you are responsible for reviewing, editing, and validating all such outputs before use, especially where legal, financial, medical, or other high-impact decisions are involved. By using these features, you acknowledge that automated systems may produce errors and that Cosgn is not providing legal, tax, accounting, financial, or medical advice.

AI-Generated Content; No Liability

AI-assisted features may generate text, code, templates, designs, or other content automatically. Such outputs may contain errors, omissions, inaccuracies, or results unsuitable for your specific use case. You are solely responsible for reviewing, validating, and approving all AI-generated content. Cosgn makes no warranty regarding the accuracy, completeness, legality, security, or fitness of any AI-generated or automated output and disclaims all liability arising from your reliance on such outputs.

1.16 No Circumvention

You must not attempt to bypass, avoid, interfere with, manipulate, or undermine any payment obligation, membership requirement, Cosgn Credit condition, verification process, administrative control, or technical safeguard. Prohibited conduct includes cloning environments, transferring assets to evade obligations, impersonating Cosgn personnel, creating duplicate accounts to avoid restrictions, or exploiting vulnerabilities. Cosgn may suspend or terminate access and recover losses arising from circumvention.

1.17 No Competitive Use

You must not use the Services to build, train, support, or improve any competing product or service, nor to reverse engineer, benchmark, analyze, or derive source code, architectures, or proprietary methods. You must not copy the Service’s user interface, workflows, model outputs, system architecture, or pricing structures for competitive purposes.

Prohibited Benchmarking

You must not publicly disclose, publish, or perform any benchmark tests, performance evaluations, competitive analyses, or comparisons of the Services without Cosgn’s prior written consent. Any unauthorized benchmarking or publication constitutes a material breach.

1.18 Non-Solicitation of Staff and Contractors

For the duration of your membership and for ten years thereafter, you must not solicit, hire, or attempt to hire any Cosgn employee, contractor, consultant, or personnel who materially contributed to your project or account, unless Cosgn provides prior written consent. Recruiting through general public postings not targeted at Cosgn personnel is permitted.

1.19 AI-Generated Components — Ownership and Licensing

To the extent that the Services generate, or assist in generating, code, text, designs, images, or other materials through automated or AI-assisted tools, you acknowledge that such components may contain elements informed by machine-learning models trained on large datasets. Cosgn does not assign or grant any rights it does not lawfully possess. Subject to applicable third-party licence terms and §4, Cosgn assigns to you all rights that Cosgn is legally permitted to assign in the AI-generated components of the Work Product upon full payment. You are solely responsible for reviewing all AI-generated components for accuracy, suitability, legality, and regulatory compliance before deploying or relying on them.

1.20 Responsibility for Platform and Marketplace Rules

You are solely responsible for complying with all rules, guidelines, technical requirements, restrictions, and approval processes imposed by any platform, registrar, app store, payment processor, ad network, or marketplace used in connection with your project. Cosgn is not responsible for rejections, suspensions, removals, penalties, enforcement actions, or compliance determinations issued by such third parties. Any corrective or remedial work required to address platform violations or policy failures is outside the scope of the Services and may be billed at applicable rates.

1.21 Customer Responsibility for Third-Party Actions

You are solely responsible for all acts, omissions, configurations, integrations, code, credentials, content, or other contributions made by your employees, contractors, developers, vendors, agencies, or any third-party service providers acting for or on your behalf. Cosgn is not liable for downtime, data loss, security issues, performance degradation, or operational failures caused in whole or in part by any such third parties.

1.22 Legal Capacity and Authority

You represent and warrant that you have full legal capacity, authority, and power to enter into these Terms, to bind the entity on whose behalf you are acting (if applicable), and to perform all obligations hereunder. Cosgn relies on this representation as a condition of providing the Services. Any unauthorized use of the Services by individuals or entities remains your responsibility.

1.23 Forward-Looking Statements; No Obligation to Update

The Services, roadmap discussions, product descriptions, presentations, demos, and communications may include forward-looking statements regarding expected features, enhancements, timelines, or future capabilities. All such statements are aspirational only.

Cosgn makes no commitment, warranty, or obligation to deliver any future feature, integration, release, capability, or timeline described in such statements.

Cosgn has no duty to update, revise, or correct forward-looking statements, and changes may occur without notice.

No Obligation to Continue Any Feature or Brand

Cosgn may modify, suspend, or discontinue any feature, integration, workflow, dashboard component, brand, or service at any time. No continued availability is guaranteed. Discontinuation does not constitute a breach and does not entitle you to refunds or credits.

1.24 Injunctive Relief

Any breach or threatened breach of the following may cause irreparable harm to Cosgn for which monetary damages are inadequate:

• misuse of Cosgn intellectual property,

• attempted circumvention of payment or administrative controls,

• unauthorized access to infrastructure,

• unauthorized copying of the Services,

• competitive misuse,

• breach of confidentiality.

Cosgn is entitled to seek temporary, interim, or permanent injunctive relief in any court of competent jurisdiction, without the need to post bond and without limiting any other remedies.

1.25 No Implied Waiver

No failure or delay by Cosgn to enforce any right, remedy, or provision of these Terms constitutes a waiver of that right or provision.

Cosgn may enforce any term strictly at any time, even if it previously chose not to enforce it.

A waiver is valid only if expressly provided in a signed writing.

1.26 Non Disparagement (Global Brand and Reputation Protection)

You agree not to make any false, misleading, defamatory, harmful, or disparaging statements about Cosgn Inc., any Cosgn brand, division, trade name, product, or service, including Launch In Ten, Lvabl, Cosgn Pay, Cosgn Cloud, Cosgn Hi, Cosgn Credit™, and any current or future Cosgn platforms, brands, or services.

You also agree not to make any false, misleading, or harmful statements about any Cosgn director, officer, employee, contractor, partner, agent, or representative.

This restriction applies in any country, in any language, and through any medium, including social media, review websites, forums, blogs, videos, livestreams, messaging platforms, emails, or communications with any third party that could reasonably be expected to damage the reputation, goodwill, brand value, commercial interests, or business relationships of Cosgn or any Cosgn brand.

Nothing in this Section restricts you from:

• making good-faith factual reports that you are legally required to provide to a government authority, regulator, law-enforcement body, or court;

• participating in lawful dispute-resolution processes, arbitration, litigation, or regulatory reviews; or

• making truthful statements based on documented facts where allowed by applicable law.

A violation of this Section is a material breach of these Terms and may result in immediate suspension or termination of access to the Services, removal of offending content, and pursuit of any legal or equitable remedies available to Cosgn in any jurisdiction worldwide.

You also agree not to publicize, disclose, post, or make any public statement regarding any dispute, chargeback, complaint, legal demand, or controversy involving Cosgn, except in filings expressly required by law. This includes statements on social media, blogs, forums, and review platforms. Nothing restricts good-faith communications with regulators or courts.

Nothing in this Section limits any non-waivable consumer-review rights protected by applicable law. Where mandatory consumer-protection statutes prohibit restrictions on truthful consumer reviews, those statutes control. For business, professional, organizational, and commercial users, this Section applies in full.

Legally Protected Consumer Reviews (Non-Expansion Clause)

Nothing in this Section restricts any rights you may have under mandatory consumer-protection laws that expressly protect truthful, good-faith consumer reviews of purchased services, to the minimum extent such laws apply and cannot be waived.

This carve-out:

• does not authorize defamatory, misleading, false, reckless, harmful, or malicious statements;

• does not limit Cosgn’s ability to seek removal, injunctions, or damages for unlawful or harmful content;

• does not expand or create review rights beyond what is strictly required by applicable law; and

• does not apply to business, professional, organizational, or commercial users, for whom §1.26 applies in full.

1.26A Enforcement of Non-Disparagement

Cosgn may enforce §1.26 in any jurisdiction where reputational, commercial, or economic harm occurs or is likely to occur, including jurisdictions outside your country of residence.

Nothing in these Terms limits Cosgn to seeking relief exclusively in Ontario if reputational harm arises elsewhere.

Cosgn may seek injunctive, equitable, emergency, or interlocutory relief to prevent or mitigate harm without posting security or bond, to the maximum extent permitted by law.

1.27 Removal of Defamatory or Harmful Content

If you publish or distribute any false, defamatory, misleading, or harmful content in violation of §1.26, you agree to remove such content promptly upon written request from Cosgn.

If removal is not technically possible due to platform limitations, you agree to post a visible correction or clarification approved by Cosgn.

Failure to comply may result in suspension, termination, and any legal or equitable remedies available to Cosgn.

If any part of this Section is determined to be unenforceable, that part will be enforced only to the maximum extent permitted by law, and the remainder will continue in full force and effect.

1.28 No Fiduciary Duties; No Custodial Obligations

Cosgn does not act as a fiduciary, custodian, trustee, escrow agent, or financial intermediary for you or any end user. No fiduciary duties, trust obligations, or heightened standards of care arise from these Terms, the provision of Services, or any administrative control maintained under §3.4 or §5. Cosgn’s obligations are strictly limited to those expressly set out in these Terms and any applicable Statement of Work.

1.29 Non-Exclusivity of Services

Unless expressly stated in a signed Statement of Work, the Services are provided on a non exclusive basis. Cosgn may provide identical or similar services to any other customer, including your competitors, and has no obligation to disclose such relationships or avoid working with specific industries, markets, or entities.

1.30 Survival of Key Provisions

The provisions of these Terms that by their nature should survive termination, cancellation, expiry, suspension, or administrative enforcement, including those governing ownership, licensing, indemnity, limitations and exclusions of liability, confidentiality, administrative control, payment and reimbursement obligations, dispute resolution, governing law, non-disparagement, non-solicitation, and any other continuing obligations, survive termination and continue in full force and effect.

2. Memberships & Verification

All Members must provide accurate company information, billing details, and any documentation required to confirm business legitimacy. Cosgn may request proof of business registration, proof of domain control, or other evidence to validate eligibility.

2.1 Startup vs. Enterprise Memberships

Startup Membership

• Access to Cosgn Credit™ up to the published credit tiers

• Domain and hosting options

• Optional SEO services

• Flexible repayment as long as the membership remains active

Enterprise Membership

• Higher Cosgn Credit™ ceilings

• White-label delivery capabilities

• One free domain per end-client (subject to availability and reasonable use)

• Hosting and storage provided by Cosgn

• Optional administrative and operational support

2.2 Identity/Business Verification

Cosgn may use third-party verification providers to validate your business identity, domain control, or fraud and risk profile. If enhanced verification is required, you agree to provide additional documentation upon request. Failure or refusal to complete verification may limit, suspend, or restrict access to Cosgn Credit™ or certain features of the Services.

2.3 Cooperation

You agree to promptly provide information or documentation necessary for Cosgn to:

• complete identity or business verification,

• investigate suspected abuse, fraud, or misuse,

• confirm eligibility for any program, benefit, or credit limit.

Delays or refusal may impact your membership status or access to Services.

2.3A Business Purpose Confirmation; Consumer Law Carve-Out

By using the Services, you confirm that you are acting for business, commercial, professional, or organizational purposes and not as an individual consumer. You acknowledge that Cosgn’s B2B Commercial Terms Addendum applies to your account and governs your use of the Services.

If, despite this confirmation, a court, regulator, or other authority determines that you are a consumer under applicable law, then the consumer protection carve-outs, mandatory rights, Québec protections, and other non-waivable rights described in these Terms apply to you to the extent required by law. In all such cases, these Terms continue to apply to the maximum extent permitted by applicable consumer law.

Nothing in this Section limits any non-waivable consumer rights, including in Québec or other jurisdictions where arbitration, class-action waivers, non-disparagement limits, cancellation rights, or statutory warranties cannot be waived.

2.4 Enterprise / White-Label Client Responsibility

If you use the Services to deliver offerings to your own clients, including through white-label, reseller, or outsourced arrangements, you are solely responsible for ensuring that your clients comply with these Terms and all applicable laws. Any misuse, breach, or violation by your clients will be deemed a breach by you, and Cosgn may enforce all remedies directly against your account, including suspension of Services or limits on Cosgn Credit™.

In all white-label, subcontracting, or agency-delivery contexts, Cosgn has no direct contractual or service obligations to your end clients. Any claims, disputes, or issues relating to their projects, deliverables, or experiences must be brought solely against you, not Cosgn. You agree to indemnify and hold Cosgn harmless from any claims asserted by your end clients arising from your services, representations, instructions, or omissions. Cosgn may enforce remedies exclusively against you in all agency or white-label scenarios.

3. Cosgn Credit™ (In-House Service Credit)

3.1 Nature of Cosgn Credit™

Cosgn Credit™ is not cash, not a loan, not financing, and not a line of credit. It is a closed-loop, in-house service credit facility that allows Members to obtain Cosgn services now and repay later without interest, without credit checks, and without late fees on Cosgn Credit™ balances while your membership remains active.

If you choose to use Cosgn Credit™ for a project, there is no upfront cost for that project, and a one-month grace period begins on the contract signature date for the first membership invoice only. Cosgn Credit™ may be applied to Cosgn-provided services such as design, development, hosting, domains, storage, SEO, and other offerings covered by your plan.

Membership fees and Cosgn Credit™ balances are separate obligations. No late fees or interest apply to Cosgn Credit™ balances under any circumstances. See §6.5 for membership overdue handling (which does not apply to Cosgn Credit™).

Members retain 100 percent ownership and equity in their companies upon full payment. Cosgn does not take equity, convertible debt, profit share, revenue share, royalties, or any ownership interest in exchange for the use of Cosgn Credit™.

Participation is optional. You may decline or stop using Cosgn Credit™ at any time; however, any services already consumed or delivered under Cosgn Credit™ remain payable.

Access to Cosgn Credit™ requires an active, good-standing membership (see §2.3). If membership lapses or is terminated, repayment obligations for previously consumed services continue in full (see §6 and §21 Survival).

For clarity: Cosgn does not charge interest, late fees, penalties, or financing charges on Cosgn Credit™ balances.

3.2 Usage and Limits

Cosgn Credit™ limits depend on your membership plan, project scope, historical payment performance, and Cosgn’s internal risk assessment. Cosgn may increase, decrease, suspend, or deny additional Cosgn Credit™ at any time for risk, operational, regulatory, or compliance reasons. Limits may also vary by region, and Cosgn may pause new Cosgn Credit™ availability in certain jurisdictions without notice.

Cosgn Credit™ does not expire; however, access requires an active, good-standing membership. If your membership is suspended, cancelled, or terminated, access to unused Cosgn Credit™ stops immediately, but amounts already consumed remain payable under these Terms.

Usage of Cosgn Credit™ is subject to plan entitlements, verification requirements, and administrative-control rights described in §3.4 and §6.

3.3 Repayment; No Minimums

You may repay any portion of your Cosgn Credit™ balance at any time. There is no minimum monthly repayment requirement and no amortization schedule unless expressly stated in a Statement of Work (SOW) or agreed in writing.

Membership fees are separate from Cosgn Credit™ balances, are non-refundable (except where required by law), and do not reduce or offset your Cosgn Credit™ balance. Repayments of Cosgn Credit™ must be made through approved channels (e.g., Cosgn Pay™ or invoiced payment methods).

If your membership lapses, is suspended, or is terminated, the full outstanding Cosgn Credit™ balance becomes immediately due unless Cosgn agrees in writing to an alternative repayment arrangement.

3.4 Default, Remedies, and Administrative Control

Default Conditions

A Member account is considered in default if:

1. Membership invoices remain unpaid for three (3) consecutive billing cycles; or

2. The Member fails to maintain communication or cure a breach within thirty (30) days after written notice; or

3. The Member otherwise materially breaches these Terms and does not cure within thirty (30) days of written notice.

Mandatory Domain Transfer (Cosgn Credit™ Projects)

For all projects funded through Cosgn Credit™:

1. Pre-Project Requirement. Before approval or commencement of any Cosgn Credit™ project, the Member must transfer the relevant project domain(s) into Cosgn’s designated registrar account.

2. Temporary Administrative Custody. During the Cosgn Credit™ period, the domain’s registrant of record may be listed as Cosgn Inc. for administrative, security, continuity, and repayment-protection purposes.

3. Trust Relationship. Cosgn holds such domains in trust for the benefit of the Member (or the Member’s client, in Enterprise contexts).

4. Ownership. The Member remains the beneficial owner and retains all economic and intellectual-property rights in the domain.

5. No Transfer of Ownership. Cosgn’s temporary listing as registrant, administrative contact, or technical contact does not transfer beneficial ownership.

6. Failure to Transfer. If the Member does not complete the required domain transfer during onboarding, Cosgn may suspend or cancel the project and revoke Cosgn Credit™ eligibility.

Administrative Control During Default

If a Member is in default, Cosgn may maintain or assume temporary administrative control over:

(i) domains registered under Cosgn’s registrar accounts;

(ii) hosting, storage, deployment, or infrastructure environments; and

(iii) applications, websites, or digital assets built using Cosgn Credit™.

This control is limited to securing systems, preventing misuse, and recovering outstanding balances.

It is temporary, non-punitive, and does not transfer beneficial ownership.

All assets remain property of the Member (or their client) at all times.

Permanent Suspension (Three Consecutive Missed Payments)

If you miss three (3) consecutive membership payments, your membership will be permanently suspended.

Upon permanent suspension:

• All outstanding balances become immediately due and payable in full.

• Eligibility to use Cosgn Credit™ ends permanently.

• All future services must be paid upfront in full before commencement.

• Cosgn may retain administrative control of any domains or assets held in trust until all balances are cleared.

Upon full payment, registrar credentials and administrative control will be released within ten (10) business days of payment confirmation.

Reinstatement following permanent suspension is at Cosgn’s sole discretion.

Reinstatement and Restoration

Upon full payment of all outstanding fees, and only if approved by Cosgn, full registrar access and administrative control will be restored within ten (10) business days of payment confirmation.

Any automated domain-renewal protections applicable to your plan will be reactivated.

Approval of reinstatement is discretionary and may be subject to conditions.

Long-Term Non-Payment (12-Month Rule; Liquidation Rights)

If a Member remains in default or unpaid for twelve (12) consecutive months after permanent suspension, and no approved repayment or reinstatement plan is in effect:

1. Outstanding Balances. All unpaid amounts become final, non-refundable contractual debts owed to Cosgn Inc. and may be referred or assigned to a licensed collections agency.

2. Data and Asset Retention. Cosgn may decommission, archive, or permanently delete inactive hosting environments, backups, and stored files in accordance with §5.5 (Data Retention & Exit Procedures).

3. Liquidation or Reassignment of Trust-Held Assets. Cosgn may, to the extent permitted by law and registry/platform policies:

• reassign, sell, or repurpose any trust-held domains, websites, or digital assets created or maintained through Cosgn Credit™, solely to recover outstanding balances and related recovery costs;

• apply any net proceeds toward the Member’s outstanding balance (after deducting administrative or recovery expenses);

• permanently remove or anonymize any residual data not required for regulatory or accounting purposes.

4. Notice and Irreversibility. A final thirty (30)-day notice will be sent to the Member’s last known email before liquidation or reassignment. After liquidation, affected assets are permanently unrecoverable. Delivery is deemed effective under §22 (Deemed Receipt).

5. No Further Obligations. After liquidation or twelve months of continuous default, Cosgn has no obligation to maintain, store, or manage any affected assets. The Member may reapply for future services under a new account, but all prior balances remain due and collectible.

Legal and Financial Remedies

If default persists for thirty (30) days with no communication or payment activity, Cosgn may:

(i) suspend or disable active projects and administrative access;

(ii) maintain registrar control of transferred domains or infrastructure until recovery is complete;

(iii) initiate collection or legal action under Ontario law to recover unpaid balances.

Good Faith Clause

Cosgn prioritizes resolution and Member success. Before enforcement, Cosgn will:

• make at least two (2) written contact attempts within the thirty-day default window; and

• issue a final ten (10)-day notice before any irreversible administrative action (e.g., registrar-lock extension, hosting decommissioning, or project suspension).

Members are encouraged to arrange payment plans, reinstatement, or temporary suspension to avoid enforcement.

Cosgn may report delinquent accounts to credit or collections databases to the extent permitted by law.

Delivery of the final notice is deemed effective under §22 (Deemed Receipt).

Work Suspension on Default

If your account is in default, Cosgn may immediately pause some or all ongoing work, deployments, or project-related services, including feature development, design, testing, or launch support.

During suspension:

• Cosgn has no obligation to meet timelines, launch dates, or milestones.

• All schedules in any SOW are automatically extended by at least the length of the default period plus a reasonable restart period.

Administrative control remains in effect during any dispute or investigation and continues until all outstanding amounts are fully resolved.

Reservation of Rights

Cosgn reserves all rights not expressly granted in these Terms.

Any decision to extend goodwill accommodations, modify timelines, offer payment flexibility, restore access, or grant exceptions is discretionary, may be conditioned on specific terms, and does not create an obligation to offer similar accommodations in the future.

Security Interest Clarification; Limited Purpose; No Windfall

The administrative-control framework, trust structure, and liquidation rights described in this Section are intended solely as contractual remedies and are not intended to create, and shall not be interpreted as creating, any registrable security interest under applicable law. If any portion of these remedies is determined to constitute a security interest, it is limited solely to the minimum extent necessary to recover outstanding Cosgn Credit or service-related debt and shall not exceed the amount lawfully owed.

Cosgn applies all net proceeds from any liquidation or reassignment toward the Member’s outstanding balance. If any excess remains after satisfying the Member’s debt and associated costs, Cosgn will either remit such excess to the Member or apply it as a credit to the Member’s account, at Cosgn’s discretion. No forfeiture, penalty, or windfall is intended or permitted.

Cross-Default Across All Cosgn Brands and Services

Any material breach, payment failure, fraud, abuse, security incident, policy violation, chargeback, or default relating to any Cosgn product, brand, division, membership, or account, including but not limited to Launch In Ten, Lvabl, Cosgn Pay, Cosgn Cloud, Cosgn Hi, and Cosgn Credit™, constitutes a default under all Services you receive from Cosgn.

Cosgn may, in its sole discretion:

• suspend, restrict, or terminate any or all related accounts, memberships, Services, or environments;

• apply administrative control across all associated domains, hosting, deployments, and assets; and

• require full payment, verification, or remediation before any reinstatement.

This cross-default provision survives termination and applies globally.

3.4.1 Domain Trust; Liquidation Authority

When you elect to have Cosgn purchase, renew, or manage a domain on your behalf, you acknowledge that the domain is held in an administrative trust structure for the limited purpose of ensuring continuity of Services, repayment of outstanding obligations, and compliance with these Terms.

If your membership lapses, you default on required payments, or you fail to respond to verification or administrative-control requests for twelve (12) consecutive months, Cosgn may, acting reasonably, take any of the following actions:

(a) retain the domain until outstanding amounts are cured;

(b) transfer the domain to another registrar account under Cosgn’s control;

(d) reassign or repurpose the domain to mitigate loss or administrative burden.

These rights exist solely to satisfy outstanding obligations and maintain platform integrity; they do not constitute ownership of your trademarks or brand, and they do not grant Cosgn independent commercial rights beyond those expressly stated in these Terms.

3.5 Cashback & Credits

Cashback Is Service Credit Only

Any “cashback” offered by Cosgn is issued as non-cash, non-transferable service credit usable solely toward eligible Cosgn services. Cashback is not currency, cannot be withdrawn or redeemed for cash, and cannot be applied to membership fees unless expressly stated in a specific promotion. All cashback is governed by the Cosgn Credit™ framework.

Payment Terms (Summary and Clarification)

If you choose to fund a project with Cosgn Credit™, you do not pay anything upfront. Your first membership invoice is due thirty (30) days after contract signature (the Grace Period).

Grace Period Rules

The Grace Period applies once per account, at the time you first join Cosgn.
No late fees apply to your first membership invoice during the Grace Period.
Cosgn Credit™ balances never incur late fees or interest under any circumstances.
After the Grace Period, regular billing resumes according to your membership plan.

Membership Invoice Enforcement

If a membership invoice remains unpaid ten (10) business days past its due date:

• Access to non-essential Services (including new project kick-offs, deployments, admin-portal adjustments, hosting changes, and other discretionary activities) may be temporarily suspended until payment is received.

• Essential access required to view invoices or make payments remains available.

Permanent Suspension (Three Missed Payments)

If you miss three (3) consecutive membership payments:

Your membership is permanently suspended.
All outstanding balances (including Cosgn Credit™ balances and unpaid membership fees) become immediately due and payable in full.
Eligibility to use Cosgn Credit™ ends permanently.
All future services must be paid upfront in full before commencement.
Cosgn may maintain administrative control over any trust-held domains or project assets until all outstanding amounts are cleared (see §3.4).

Reinstatement

After permanent suspension, reinstatement:

• is at Cosgn’s sole discretion;

• requires full payment of all outstanding amounts; and

• follows the restoration and timing rules in §3.4 (Reinstatement and Restoration).

Projects Not Using Cosgn Credit™

If you choose not to use Cosgn Credit™:

• standard service-payment terms apply (e.g., upfront deposits, staged payments, or full prepayment as set out in your SOW or invoice);

• no Grace Period applies to standard service fees.

Grace Period Limitation

The Grace Period applies only to your first membership invoice and does not defer, pause, or waive any ongoing membership fees or obligations unrelated to a Cosgn Credit™ project.

4.Deliverables, Ownership & Licensing

Customer Warranties Regarding Instructions

You represent and warrant that all instructions, specifications, designs, content, features, workflows, and requirements you provide to Cosgn are lawful, non-infringing, and do not violate any third-party rights or applicable regulations. Cosgn may decline, suspend, or modify work that it reasonably determines may be unlawful, infringing, harmful, or non-compliant. You agree to indemnify and hold harmless Cosgn from any claims, damages, or liabilities arising from your instructions or project requirements.

Customer-Supplied Credentials and Integrations

You are solely responsible for providing accurate, valid, and current credentials, API keys, certificates, tokens, DNS information, and third-party integration details. Cosgn is not liable for delays, failures, outages, rejections, or loss arising from incorrect, expired, revoked, or misconfigured customer-supplied credentials.

No Post-Transfer Maintenance Obligation

Once ownership of Work Product transfers under §4.1, Cosgn has no obligation to store, archive, maintain, rebuild, recreate, or re-deliver any historical code, repositories, environments, designs, configuration files, or project artifacts. Any post-transfer assistance requires a new SOW and is billed at applicable rates.

No Duty to Reconcile Conflicting Instructions

Cosgn has no obligation to detect, identify, or reconcile inconsistent, conflicting, ambiguous, or unclear instructions provided by you or your representatives. Cosgn may rely on the most recent written instruction or require clarification before proceeding. Delays arising from such conflicts extend all timelines.

No Duty to Train Customer Staff

Cosgn has no obligation to train, onboard, supervise, or monitor your staff, contractors, or end users. Any training provided is discretionary and offered “as is.” You are solely responsible for ensuring appropriate training and internal controls.

No Duty to Maintain Historical Builds or Versions

Cosgn has no obligation to retain, restore, maintain, or reproduce any historical version of code, environments, configurations, templates, builds, or design files. Once updated, replaced, or delivered, prior versions are deemed superseded and may be permanently deleted. Any request to recreate or revert to historical versions requires a new SOW.

No Claims Against Cosgn IP

You agree not to assert, and you waive any right to assert, any claim that the Services, Cosgn Materials, workflows, processes, tooling, automation systems, deployment systems, or any other Cosgn intellectual property infringe any intellectual property rights you may hold. Any such claims are expressly disclaimed.

4.1 Ownership on Full Payment

Upon full payment of the relevant project SOW invoice(s) and any past-due balances, Cosgn assigns to you all right, title, and interest in the final Work Product (excluding Cosgn Materials and third-party components). We will transfer admin privileges we held for security/repayment purposes (e.g., app-store admin control) as soon as practicable after cure.

No Transfer Until All Balances Are Paid

Notwithstanding anything to the contrary, Cosgn will not assign, transfer, or release ownership or administrative control of any Work Product, domain, repository, environment, or deliverable until all outstanding balances of any kind are paid in full, including membership fees, SOW invoices, Cosgn Credit balances, and any other amounts owed under these Terms. Partial payment does not confer ownership or transfer rights. Until full settlement, all Work Product and related materials remain Cosgn’s property and are licensed only under the limited evaluation licence in §4.3.

4.2 Cosgn Materials & OSS

“Cosgn Materials” (pre-existing code, libraries, frameworks, deployment tooling) remain Cosgn’s IP. We grant you a non-exclusive, perpetual licence to use Cosgn Materials as embedded within your Work Product. Third-party and open-source components remain subject to their own licences; we will provide notices as required.

Third-Party Licences.

Work Product may incorporate software, fonts, images, or other materials that are licensed from third parties under open-source or proprietary terms. Such components are provided subject to their respective licences, and Cosgn cannot grant you rights that Cosgn itself does not hold. Where required, Cosgn will provide or reference applicable licence notices, and you agree to comply with any licence terms that apply to your use of those components.

No Warranty on Third-Party Components.

To the maximum extent permitted by law, third-party and open-source components are provided “as is” and “as available” and are subject to the disclaimers and limitations described in §§10 and 12.

Customer Responsibility for Third-Party Rights

You are solely responsible for securing all rights, licences, and permissions for any third-party materials, media, fonts, code, or assets that you provide or instruct Cosgn to use. Cosgn is not responsible for verifying or obtaining such rights and disclaims all liability arising from your use of unlicensed or improperly licensed materials.

4.3 Work-in-Progress & Publicity

Until full payment, Cosgn grants a revocable licence to use Work-in-Progress solely for evaluation, internal testing, and go-live preparatory purposes. We may suspend this licence upon default.

Cosgn may display non-confidential elements of completed Work Product (e.g., website screenshots, project titles, public URLs) in its portfolio/marketing/case studies, unless you request exclusion in writing before publication.

Unpaid Work-in-Progress

Until all amounts due under the relevant SOW and membership account are fully paid, all Work-in-Progress, drafts, and intermediate materials remain the intellectual property of Cosgn, subject only to the limited evaluation licence described in this section.

If a project is terminated early or remains unpaid, Cosgn may display non-confidential drafts, screenshots, or project descriptions solely for the purpose of demonstrating capabilities, provided no confidential or proprietary client materials are disclosed. You may opt out by written notice after all balances are paid.

4.4 Member Dependencies; Timeline Adjustments

Project timelines, milestones, and delivery windows depend on your timely provision of required assets, approvals, access credentials, content, design materials, and decisions. Any delay, omission, or inaction by you automatically extends all timelines by at least the duration of the delay plus a reasonable restart period. Cosgn is not liable for missed launch dates, deadlines, or performance targets caused by Member delays or incomplete inputs.

4.5 Acceptance Window

Unless otherwise stated in an SOW, you must review deliverables within ten (10) Business Days of receipt. If you do not report material issues within that period, the deliverables are deemed accepted. Requests for revisions after acceptance are out of scope and will be billed at applicable rates.

4.6 Scope Control; Change Requests

All work is limited to the scope expressly defined in the applicable SOW. Any request for additional features, revisions, content, integrations, environments, or deliverables outside the SOW is considered a Change Request. Cosgn may accept or decline any Change Request at its discretion. Approved Change Requests will be billed at Cosgn’s then-current rates or as mutually agreed in writing.

Cosgn has no obligation to perform work that is outside scope, and timelines automatically extend by the duration of any Change Request review or implementation period.

4.7 No Joint Development or Joint IP

Nothing in these Terms or any Statement of Work creates any joint development, joint ownership, or joint intellectual property rights between you and Cosgn. All tools, systems, workflows, frameworks, methods, processes, and materials developed or used by Cosgn remain exclusively owned by Cosgn unless expressly assigned in a written agreement signed by Cosgn.

4.8 White-Label & Attribution Controls

Unless expressly permitted by Cosgn in a signed Statement of Work, you may not remove, obscure, alter, or disable any Cosgn attribution, identifier, system signature, internal marker, metadata, or security token appearing within any hosted environment, deployment, build artifact, or administrative interface.

White-label rights, if granted, apply solely to designated public-facing surfaces and do not extend to backend infrastructure, code repositories, deployment systems, email headers, DNS records, audit logs, or security instrumentation.

Cosgn may, without breach, maintain invisible or internal identifiers required for security, routing, support, diagnostics, versioning, or compliance.

You may not represent any Cosgn Service, environment, or Work Product as created by you or a third party unless explicitly authorized in writing by Cosgn.

5. Domains, Hosting, and Infrastructure

5.1 Domains

Included Domains

Startup plans include one or more domains with renewals fully covered by Cosgn for as long as your membership remains active.

If your plan includes multiple domains, all included domains renew automatically under Cosgn management while your membership remains in good standing.

Any domains beyond your included allotment remain your responsibility to renew through Cosgn or another registrar.

Enterprise Plans

Each Enterprise plan includes one domain per active client, with renewals fully covered while membership remains active.

Extra domains per client or domains outside the included count are the responsibility of you or your client to renew through Cosgn or another registrar.

Mandatory Transfer Requirement for Cosgn Credit™

To be approved for Cosgn Credit™, you must transfer the project domain(s) into Cosgn’s designated registrar account before work begins.

During the Cosgn Credit™ period, the domain’s registrant of record may be listed as Cosgn Inc. in trust for the Member (or, in Enterprise contexts, for the Member’s client).

Cosgn holds the domain in trust as an administrative and custodial measure to ensure service continuity, platform compliance, and repayment protection.

The Member remains the beneficial owner and retains all economic and intellectual property rights in the domain.

Cosgn’s listing as registrant, administrative, or technical contact does not transfer ownership.

Restoration of Control

Upon full payment of all outstanding balances and membership fees, Cosgn will, within ten (10) business days, transfer the registrar record and WHOIS registrant information to the Member (or their nominated registrar) and release all domain locks other than those required by law or registry policy.

During Active Membership

Cosgn retains administrative registrar access for domains managed under Cosgn Credit™ to:

• ensure DNS stability, SSL renewals, and uptime continuity;

• prevent fraudulent transfers, misuse, or loss of the domain; and

• secure systems during repayment or default resolution.

This administrative control is temporary, non-punitive, and does not affect the Member’s beneficial ownership.

Default and Administrative Control

If your account enters default under §3.4 (Default, Remedies, and Administrative Control):

• Cosgn may temporarily restrict registrar access, DNS modifications, or transfer approvals until all outstanding balances are paid.

• Cosgn may renew the domain on your behalf to prevent expiry, and renewal costs may be added to your outstanding balance.

• Cosgn will not sell, assign, or re-register your domain for its own benefit.

Full registrar and DNS control are restored within ten (10) business days of payment and reinstatement confirmation.

Permanent Suspension

If your membership is permanently suspended (after three consecutive missed payments under §3.4):

• All outstanding balances become immediately due in full.

• Eligibility to use Cosgn Credit™ ends permanently, and all future services must be paid upfront.

• Any domains held in trust under Cosgn management will remain under administrative hold until all balances are cleared.

Upon payment, transfer credentials will be released to you or your designated registrar within ten (10) business days.

Registrar of Record and Compliance

Domains are registered only through ICANN-accredited or CIRA-accredited registrars.

Cosgn complies with all registry transfer, renewal, lock, and redemption policies.

If a domain expires after cancellation or non-payment, redemption fees and registry timelines set by the registrar apply and are your responsibility.

Summary (for Transparency)

– Domain transfer into Cosgn’s registrar account is required for Cosgn Credit™ approval.

– Cosgn may be listed as the registrant of record in trust for the Member.

– You remain the beneficial owner; Cosgn’s listing is temporary and custodial.

– Full control and registrar record are returned within ten (10) business days after full payment.

– Temporary control may be retained during default or enforcement (see §3.4) to protect systems.

– Non-included or expired domains are your responsibility to renew or reclaim.

5.2 Hosting & Storage

Hosting and Storage Services.

Hosting and storage are provided by Cosgn or its authorized vendors. You must comply with Cosgn’s Acceptable Use standards, which prohibit malware, illegal content, IP infringement, abusive traffic patterns, and any activity that threatens service stability or security.

Cosgn may rate-limit, isolate, or temporarily suspend workloads that compromise performance, system integrity, or regulatory compliance.

Backups and Continuity.

Cosgn performs regular backups for service continuity; however, restoration of custom configurations, third-party integrations, or user-generated data is not guaranteed.

Members are responsible for maintaining independent backups of all critical files, credentials, and configuration data necessary to restore their own environments.

Continuity Targets (Non-SLA).

Cosgn targets a Recovery Point Objective (RPO) of up to 24 hours and a Recovery Time Objective (RTO) of up to 48 hours for standard workloads.

These are non-binding service goals and do not constitute a warranty unless a separate Service Level Agreement (SLA) is executed in writing.

Service Availability and Third-Party Dependencies.

Hosting and storage availability depends in part on third-party cloud providers, registrars, and network operators that Cosgn does not control. While Cosgn uses commercially reasonable efforts to maintain continuity of service, Cosgn does not guarantee uninterrupted availability of any particular server, region, feature, or bandwidth level, except to the extent a separate written Service Level Agreement (SLA) is executed and expressly incorporated into your SOW.

Planned and Emergency Maintenance.

Cosgn may perform planned or emergency maintenance on infrastructure or applications that may result in temporary service interruptions or degraded performance. Where feasible, Cosgn will schedule planned maintenance during off-peak periods and provide advance notice through the dashboard or email. Emergency maintenance may occur without prior notice if required to protect security, integrity, or compliance.

Acceptable Use Standards.

Prohibited content and activities include:

• malware or malicious code;

• illegal, obscene, or defamatory material;

• doxxing, harassment, or abuse;

• CSAM/CSAI or explicit non-consensual imagery;

• infringement of intellectual property rights; and

• excessive or abusive resource consumption.

Cosgn reserves the right to throttle, suspend, or remove content or workloads that violate these standards or pose a security risk.

Security of Credentials and Administrative Access

You are solely responsible for maintaining the confidentiality and security of all credentials, passwords, access tokens, app-store logins, domain registrar logins, deployment keys, and other administrative or authentication details associated with your environments, accounts, or projects. You are responsible for all actions taken using such credentials, whether authorized or unauthorized. Cosgn is not liable for any loss, damage, downtime, compromise, or unauthorized access arising from your failure to secure or rotate credentials, restrict access appropriately, or implement reasonable security controls within your administrative environments.

No SLA Without Written Agreement

Unless a separate Service Level Agreement (SLA) is expressly executed in writing, no uptime guarantee, response-time commitment, support-level requirement, or performance metric applies to the Services. All service targets and continuity statements in these Terms are non-binding goals only.

No Obligation to Repair Customer-Side Compromise

Cosgn is not responsible for security incidents, breaches, unauthorized access, or data loss arising from compromised customer devices, credentials, networks, browsers, email accounts, or third-party integrations. Any assistance Cosgn elects to provide is discretionary and may require a new SOW.

No Obligation to Support Specific Technology Stacks

Cosgn has no obligation to continue supporting, maintaining, updating, or developing against any specific programming language, framework, plugin, CMS, library, operating system, API, or integration as those technologies evolve, break, change, or become deprecated. Any continued support for such technologies is provided solely at Cosgn’s discretion.

5.3 App-Store & Repository Administration

Deployment and Administrative Roles.

If you use Cosgn Credit™ for app or software development, the final product is deployed under your own app-store, repository, or cloud account (as applicable).

Cosgn may retain administrative or owner-level roles (for deployment, updates, or compliance verification) until all balances under your membership and Cosgn Credit™ facility are fully repaid.

Ownership and Control.

You remain the legal owner of all apps, repositories, and intellectual property developed under your account.

Cosgn’s administrative role is limited to technical operations and repayment protection.

Upon full payment and reinstatement of good standing, Cosgn will relinquish all administrative permissions and transfer complete control within ten (10) business days of confirmation.

Security and Compliance.

While administrative access is retained, Cosgn may perform system maintenance, updates, and compliance checks to ensure security, uptime, and adherence to store or platform requirements.

Cosgn does not publish, modify, or monetize your apps or repositories without your written authorization.

No Guarantee of App-Store Approval

Cosgn does not control and cannot guarantee approval, timing, or continued availability of your applications on any app store or third-party platform. Rejections, delays, removals, or policy changes by Apple, Google, or other platforms do not constitute a breach by Cosgn. You are responsible for any fees, compliance requirements, policies, or corrective changes imposed by the platform.

No Post-Transfer Maintenance or Responsibility

Once Cosgn transfers administrative control of any domain, repository, app-store account, or deployment environment back to you, Cosgn has no obligation to maintain, repair, support, secure, update, or troubleshoot any such environment.

Any post-transfer work requires a new SOW and may be declined at Cosgn’s discretion.

Cosgn is not responsible for downtime, misconfigurations, rejections, suspensions, breaches, loss of access, certificate failures, or operational issues that occur after control has been transferred.

5.4 Cloud Providers & Sub-Vendors

Cosgn Cloud™ Infrastructure.

Cosgn operates a managed cloud environment (“Cosgn Cloud™”) to deliver hosting, storage, deployment, and related digital services.

Cosgn Cloud™ runs on a distributed infrastructure composed of carefully selected third-party providers that meet recognized international standards for information security, business continuity, and privacy protection.

These providers deliver the physical infrastructure and network layers, while Cosgn manages all provisioning, deployment, and application-level controls.

Data Protection and Control.

Cosgn remains the data controller (or processor/service provider under applicable privacy laws) for all content hosted within Cosgn Cloud™.

Authorized infrastructure providers act only as sub-processors under Cosgn’s written instructions and are contractually bound to maintain confidentiality, apply industry-standard safeguards, and process data solely for service delivery, continuity, or regulatory compliance.

No sub-vendor is permitted to use or access Member data for analytics, advertising, or unrelated commercial purposes.

Security Standards.

All hosting and sub-processing partners maintain appropriate certifications or equivalent assurances of compliance with recognized standards such as ISO 27001, SOC 2 Type II, or comparable frameworks.

Cosgn applies additional administrative, technical, and physical safeguards — including encryption in transit and at rest, access-control segmentation, and multi-region redundancy — consistent with applicable privacy laws and industry best practices.

Data Storage and Regional Redundancy.

Cosgn may store or process data within Canada and other permitted jurisdictions as required for redundancy, resilience, or operational efficiency.

Exact data-center locations, vendors, or replication methods are confidential for security reasons and may vary depending on service type, capacity, or compliance requirements.

All cross-border data transfers are performed in accordance with applicable privacy and data-transfer laws (see Privacy Policy §5).

Service Continuity and Limitations.

Cosgn maintains commercially reasonable business-continuity and disaster-recovery protocols across its infrastructure network.

Temporary service interruptions may occur due to upstream vendor incidents, maintenance, or events beyond Cosgn’s control.

Cosgn will use reasonable efforts to mitigate impact, restore normal operation, and communicate significant incidents to affected Members when appropriate.

Transparency and Sub-Vendor Updates.

Upon written request to [email protected], Cosgn may provide a high-level summary of its current sub-vendors and hosting regions, subject to confidentiality and security restrictions.

Material changes to sub-vendors or data-hosting regions will be notified via in-app or email notice at least 30 days before taking effect, unless earlier implementation is required for security, compliance, or continuity.

Lawful Requests and Disclosure Limits.

Cosgn may disclose limited infrastructure details only to regulators, auditors, or law-enforcement authorities where legally required, or to Enterprise clients under confidentiality agreements for due-diligence purposes.

All such disclosures are narrowly tailored to the minimum information required to comply with law.

5.5 Data Retention & Exit Procedures

Retention During Active Membership

Cosgn retains project data, files, and configurations (“Service Data”) for the duration of your active membership to ensure service continuity, reliability, and performance.

Service Data may include websites, repositories, databases, and deployment environments created or maintained under Cosgn Credit™ or standard paid services.

Post-Cancellation Retention

After membership termination, expiry, or permanent suspension under §3.4:

• Core Service Data is typically retained for up to ninety (90) days to allow export or reactivation, unless longer retention is required by law or contractual obligation.

• Billing records, access logs, and audit trails may be retained for up to seven (7) years to satisfy legal, accounting, and compliance obligations.

• Data associated with disputes, investigations, or regulator requests may be retained until the matter is resolved.

• If the account remains in continuous default for twelve (12) months, Cosgn may permanently delete or liquidate trust-held assets under the 12-Month Rule (§3.4 – Long-Term Non-Payment).

Storage Locations and Vendors

Cosgn stores and processes data through secure infrastructure partners in multiple permitted jurisdictions, which may include but are not limited to Canada, the United States, and Europe.

Exact hosting regions and vendor identities remain confidential for security reasons and may change periodically for operational continuity.

All infrastructure providers are contractually bound to maintain confidentiality, apply industry-standard safeguards, and comply with applicable data-protection and privacy laws.

Cosgn ensures equivalent protection regardless of storage location.

Export and Portability

Within the applicable retention window, Members may request an export of their Service Data by contacting [email protected] or through the account dashboard.

Exports are provided in standard machine-readable formats (e.g., ZIP, CSV, JSON) within ten (10) business days of identity verification and settlement of any outstanding balances.

After the retention window or liquidation under §3.4, Service Data and associated assets may be permanently deleted or anonymized.

Secure Deletion

Upon completion of the retention period or receipt of a verified deletion request:

• Data is permanently removed from Cosgn systems and authorized sub-vendors using recognized destruction methods consistent with NIST SP 800-88 or equivalent standards.

• Residual backup data is overwritten during subsequent backup cycles.

• Once deletion begins, data cannot be recovered.

Reactivation and Recovery

If you reactivate your membership within the retention window, Cosgn may restore previously stored Service Data where technically feasible.

Restoration of third-party integrations, expired domains, or custom configurations is not guaranteed and may incur recovery fees.

After twelve (12) months of continuous default, data and domains may be permanently deleted, reassigned, or liquidated in accordance with §3.4 – Long-Term Non-Payment (12-Month Rule).

Member Responsibilities

Members are solely responsible for maintaining independent backups of critical assets, credentials, and configurations.

Cosgn’s retention and recovery procedures supplement—but do not replace—your own data-protection and continuity obligations.

Transparency Summary

– Service Data retained up to 90 days post-cancellation for export or recovery.

– Data linked to unpaid or defaulted accounts may be retained or liquidated after 12 months under §3.4.

– Secure deletion follows NIST-compliant destruction methods.

– Certain billing and compliance records retained up to 7 years.

– Cross-border storage permitted under contractual safeguards.

– Export requests fulfilled within 10 business days of verification.

– Members remain responsible for independent backups.

Retention Schedules and Policy Consistency

If there is any apparent discrepancy between the illustrative retention periods in this section and the more detailed retention schedule described in Cosgn’s Privacy Policy or Help Centre, the longer period required for legal, regulatory, or operational reasons will apply, and the Privacy Policy or published retention schedule will be treated as the authoritative source for personal-information retention. Nothing in this section shortens any mandatory record-keeping period required by law.

Migration Assistance Limitation

Cosgn is not obligated to recreate, reconfigure, or rebuild your environments, infrastructure, or integrations on external platforms. Any migration assistance beyond providing standard exports is outside scope and may be offered at Cosgn’s discretion and billed at applicable rates.

No Long-Term Archival Obligation

Cosgn is not a data-archival service and has no obligation to store or retain any Service Data beyond the retention periods described in these Terms, the Privacy Policy, or applicable law. Restoration of deleted or expired data is not guaranteed.

No Duty to Retain Development Files

Cosgn has no obligation to retain any development environments, source files, design files, local development copies, staging environments, or repositories after project delivery or after the applicable retention period. Restoration of such files is not guaranteed and may not be possible.

No Obligation to Maintain Post-Cancellation Access

After membership termination, permanent suspension, or expiry, Cosgn has no obligation to maintain access to dashboards, admin portals, environments, or historical project data beyond the retention windows described in these Terms. Access restoration after cancellation is not guaranteed and may require full payment of outstanding balances.

No Duty to Ensure Integrity of Exported Data

Once Service Data, project files, or exports are delivered or made available for download, Cosgn has no obligation to validate, repair, reformat, modify, or ensure compatibility of such data with any external platform, system, environment, or import tool. Cosgn is not responsible for data loss, corruption, errors, or incompatibilities occurring after export. Any assistance requested by you requires a new SOW and is billed at applicable rates.

No Guarantee of Platform Data Extraction

Cosgn does not guarantee that any third-party platform, CMS, CRM, or app store will allow complete or accurate data export. Cosgn is not responsible for platform limitations, unavailable APIs, closed systems, or incomplete exports.

No Obligation to Preserve Data for Litigation

Cosgn has no obligation to preserve, store, retain, or maintain any logs, records, databases, environments, backups, or other data for litigation or evidentiary purposes unless legally required by a valid court order delivered to Cosgn in accordance with §22. Absent such an order, standard retention and deletion schedules apply.

6. Fees; Auto-Renewal; Taxes; PADs

6.1 Memberships (Auto-Renewal; Cancellation Eligibility)

Memberships automatically renew month-to-month (or week-to-week, if selected).

You may request cancellation at any time; however, cancellation will not take effect—and membership fees will continue to accrue—until your Cosgn Credit™ balance is fully paid and all other outstanding amounts are settled.

Once eligible, cancellation becomes effective at the end of the current billing period, unless otherwise required by law.

Membership fees are non-refundable and non-prorated, except where a refund is required by applicable law.

Stopping use of the Services does not terminate your membership or your payment obligations.

(For late fees on membership invoices, see §6.5; no late fees apply to Cosgn Credit™ balances, see §3.1.)

How to Cancel

Cancellations must be submitted through your in-app Account Settings or by written notice to [email protected].

Verbal or informal requests (e.g., chat messages) are not considered valid cancellation notices.

For notice mechanics and deemed-receipt rules, see §22 (Contact & Notices).

Consumer Rights Notice

This cancellation condition does not limit any non-waivable consumer rights under applicable law (including Québec law).

Where such rights apply, those rights prevail over any conflicting term in this Agreement.

For Québec consumers, if the membership or any part of the Services is treated as a “continuing service contract” or otherwise falls under the Québec Consumer Protection Act, any mandatory cancellation rights, notice periods, or refund formulas under that Act apply despite any conflicting provision of this Agreement. In case of conflict, the Québec Consumer Protection Act prevails for Québec consumers.

6.2 PAD Authorization (Canada)

By starting a paid membership, you authorize Cosgn Inc. (and its payment processor) to debit your selected payment method for recurring charges in accordance with Payments Canada Rule H1 (Pre-Authorized Debits, or “PADs”).

You may revoke your PAD authorization at any time by cancelling your membership in-app and contacting your financial institution. Revocation does not affect charges already incurred or processed.

Business PADs may be variable in amount, and by agreeing to these Terms you waive the standard 10-day pre-notification period, to the extent permitted by Rule H1.

Reimbursement Rights:

If a debit is withdrawn from your account that you did not authorize, or that does not match your PAD agreement, you may have the right to request reimbursement from your financial institution.

Typically:

• Personal PADs: up to 90 days from the date of debit

• Business PADs: within 10 business days of the debit date

All such rights are subject to Payments Canada Rule H1 and the policies of your financial institution.

Our full PAD terms are available at any time in your account dashboard under Billing › PAD Agreement.

6.3 Billing Currency; Taxes

Prices exclude taxes (GST/HST/QST/PST/VAT). We bill in CAD for Canada and otherwise in local currency or USD depending on region.

6.4 Refunds and Disputes

Except where required by law, all payments are final and non-refundable.

In case of billing errors or duplicate charges, notify Cosgn within 15 business days. Disputed amounts do not suspend your obligation to pay undisputed balances. Refunds, where approved, are issued to the original payment method.

6.5 Overdue Handling (Membership Invoices Only)

Cosgn does not charge interest or late fees on overdue membership invoices or Cosgn Credit™ balances.

If a membership invoice remains unpaid ten (10) business days past its due date, Cosgn may temporarily suspend access to non-essential Services (excluding any access required to view invoices or make payments) until payment is received and confirmed.

If membership invoices remain unpaid for three (3) consecutive billing cycles, the membership will be permanently suspended, and all outstanding balances become immediately due and payable in full.

Upon permanent suspension, the Member:

• Loses eligibility to use Cosgn Credit™ for any future projects or services.

• Must pay upfront in full for all future services before commencement.

• May be subject to administrative control measures as described in §3.4 (Default, Remedies, and Administrative Control).

No late fees, penalties, or interest ever apply to Cosgn Credit™ balances.

6.6 Price Changes

We may change membership prices or plan inclusions on at least 30 days’ advance notice (email or in-app). Changes apply on the next renewal. If you do not agree, you may cancel before the change takes effect.

6.7 Initial Billing; One-Month Grace Period (Cosgn Credit™ Projects Only)

When you elect to use Cosgn Credit™ for a project, no upfront payment is required for that project. Your first membership invoice becomes due thirty (30) calendar days after the contract-signature date (the “Grace Period”). The Grace Period applies once per account at initial sign-up and does not recur on upgrades, renewals, or additional projects.

Services may commence immediately upon contract execution. During the Grace Period, no late fees apply to the initial membership invoice.

After the Grace Period ends, standard billing cycles and §6.5 (Overdue Handling — Membership Invoices Only) apply. No late fees or interest ever apply to Cosgn Credit™ balances (see §3.1). However, unpaid membership invoices after the Grace Period may result in temporary service suspension or administrative control under §3.4.

For projects not funded through Cosgn Credit™, standard payment terms apply, including any required upfront deposits or full prepayment as stated in your Statement of Work or invoice. The Grace Period does not apply to such projects.

The one-month Grace Period does not pause, defer, or alter any other recurring membership fees that are unrelated to your Cosgn Credit™ project.

6.8 No Set-Off

You must pay all amounts owed under these Terms without set-off, counterclaim, holdback, deduction, or withholding of any kind. If any withholding is required by applicable law, you agree to gross-up the payment so that Cosgn receives the full amount invoiced as if no withholding had occurred.

6.9 Chargebacks & Billing Disputes

If you initiate a chargeback or formally dispute a transaction with your financial institution, Cosgn may immediately suspend access to the Services, freeze deployments, revoke administrative access, and retain registrar or infrastructure control until the dispute is resolved. Filing a dispute does not pause or extinguish your obligations under Cosgn Credit™, membership fees, or outstanding SOWs.

Administrative control remains in effect during any dispute or investigation and continues until all outstanding amounts are resolved and paid in full.

Administrative Control During Investigations and Legal Holds

Cosgn may retain or assume administrative control over domains, hosting, repositories, or deployment environments during any active dispute, fraud investigation, legal hold, regulatory inquiry, or security incident involving your account. Such control remains in place until the issue is resolved to Cosgn’s reasonable satisfaction.

If you suspect unauthorized or fraudulent activity on your payment method, you agree to notify Cosgn immediately at [email protected] and to contact your bank or payment provider without delay. Prompt reporting helps prevent further unauthorized use and supports fraud investigations. Nothing in this clause restricts your non-waivable rights to dispute fraudulent transactions with your bank or payment provider under applicable law.

6.10 Refund & Abuse Safeguard

Refund requests, billing disputes, or chargebacks that appear intended to avoid contractual obligations, evade repayment, or block administrative enforcement constitute misuse of the Services. During any refund-abuse investigation, Cosgn may suspend Services, deny reinstatement, or enforce administrative control under §3.4.

7. Acceptable Use & Security

No illegal content, harassment, hate, or infringement; no scanning or testing outside an approved scope; no compromising other customers. You are responsible for end-user compliance on properties we host for you.

Project Freeze for Compliance or Safety Reasons

Cosgn may immediately pause, delay, or decline to perform any work, deployment, integration, or feature request that Cosgn reasonably determines may violate applicable law, infringe intellectual property rights, create undue security risk, breach platform or app-store policies, or otherwise expose Cosgn, its vendors, or its customers to material regulatory, legal, operational, or safety concerns. During such a pause, Cosgn has no obligation to meet project timelines or milestones. Work will resume only once the underlying concern is resolved to Cosgn’s reasonable satisfaction or upon mutual agreement on modifications ensuring compliance.

No Duty to Detect Illegal Activity

Cosgn is not responsible for monitoring, detecting, or identifying illegal, fraudulent, deceptive, or harmful activity conducted by Members, their users, or their staff. You are solely responsible for ensuring all use of the Services complies with applicable laws.

No Duty to Ensure Third-Party or Industry Compliance

Cosgn is not responsible for ensuring your compliance with industry-specific standards, platform rules, regulator requirements, or professional obligations, including but not limited to real estate licensing rules, insurance regulations, PCI DSS, FINTRAC/AML obligations, HIPAA/PHIPA, accessibility standards, medical/financial advertising rules, or app-store/marketplace policies. You are solely responsible for determining and maintaining all such compliance.

No Duty to Detect or Prevent Legal Violations

Cosgn does not monitor, investigate, audit, or verify your compliance with any applicable laws, licensing requirements, consumer-protection rules, advertising standards, privacy obligations, accessibility requirements, or platform policies. Cosgn has no duty to detect or prevent illegal, non-compliant, misleading, or prohibited activity conducted by you, your staff, or your end users. You are solely responsible for ensuring that your websites, applications, business practices, disclosures, and workflows comply with all applicable laws and regulations.

Customer Responsibility for Legal Disclosures on Their Sites/Apps

You are solely responsible for ensuring that your websites, applications, landing pages, advertisements, and user flows include all legally required disclosures, notices, consents, policies, and warnings (including privacy policies, cookie notices, accessibility statements, financial disclaimers, consumer-protection notices, and e-commerce disclosures). Cosgn has no obligation to draft, review, approve, or verify the sufficiency of any such disclosures.

No Duty to Support Litigation Holds or E-Discovery

Cosgn has no obligation to preserve, maintain, retrieve, search, collect, export, or produce any data, logs, backups, metadata, or environments for litigation, investigations, audits, or e-discovery unless and until Cosgn receives a valid Canadian court order or regulator directive requiring such preservation or production. Any litigation-hold assistance requested by you is out of scope and requires a separate written agreement and fees. Nothing in these Terms requires Cosgn to maintain data beyond its standard retention schedule or to alter its deletion or backup processes in anticipation of potential disputes.

Regulatory Filings and Compliance Obligations

You are solely responsible for all regulatory filings, registrations, disclosures, licences, certifications, permits, notices, attestations, renewals, and ongoing compliance obligations required under any law, rule, standard, or regulator in your jurisdiction or your industry. This includes, without limitation, requirements relating to financial regulation, payments, tax, AML/CTF, PCI-DSS, privacy, healthcare, insurance, real estate, lending, securities, corporate registration, employment, and professional licensing. Cosgn has no duty to prepare, file, submit, maintain, update, or monitor any regulatory or compliance documentation on your behalf unless expressly stated in a written Statement of Work signed by Cosgn.

7.1 Location Integrity and VPN Use

You must not use VPNs, proxies, or other methods to conceal or misrepresent your geographic location, billing region, licensing jurisdiction, or service eligibility. Cosgn may require identity or payment verification, or suspend accounts, if geolocation discrepancies suggest misuse. Verified VPN usage for personal privacy is permitted only when it does not falsify location, pricing, or eligibility. This restriction also applies where export-control or sanctions rules would otherwise prohibit access (see §15.2).

7.2 High-Risk and Regulated Uses

You must not use the Services to operate, advertise, or support activities that are illegal, heavily regulated, or inconsistent with Cosgn’s risk policies, including:

• money laundering or terrorist financing;

• illegal gambling or unlicensed financial services;

• trafficking in weapons, controlled substances, or other contraband;

• child sexual abuse material, non-consensual intimate imagery, or exploitation of minors;

• fraudulent, deceptive, or misleading schemes, including impersonation; or

• any activity that would cause Cosgn or its vendors to violate sanctions, export controls, or other regulatory restrictions.

7.3 Adult, Explicit, and Harmful Content

You must not use the Services to host, distribute, or promote:

• sexually explicit content that is unlawful, exploitative, or non-consensual;

• content that threatens or incites violence or hatred against protected groups;

• doxxing, targeted harassment, or bullying.

Cosgn may remove or restrict access to violating content or accounts and may report suspected illegal activity when required by law.

7.4 Automated Abuse & Anti-Spam

Cosgn may monitor and automatically restrict accounts exhibiting patterns of spam, abusive automation, bulk actions, credential stuffing, scraping, or system misuse. Cosgn may suspend, throttle, or isolate such accounts, content, or workloads to protect infrastructure, users, and regulatory compliance.

7.5 Customer Compliance Responsibility

You are solely responsible for ensuring that your websites, applications, content, workflows, and business practices comply with all applicable laws, including consumer-protection, privacy, intellectual-property, financial-services, accessibility, and advertising laws. Cosgn’s development, deployment, or hosting of your properties does not constitute legal approval or compliance review. Cosgn has no duty to investigate, identify, or alert you to legal violations, platform-rule breaches, industry-standard gaps, or regulatory requirements affecting your properties or business practices.

7.6 No Shared Responsibility for Customer Security Controls

You are solely responsible for implementing and maintaining all security controls within your environment, including user-access permissions, authentication, MFA/2FA enforcement, device security, password hygiene, key management, firewall configuration, moderation controls, and the security practices of your employees, contractors, and vendors. Cosgn is not responsible for breaches, misuse, unauthorized access, data exposure, or configuration errors arising from your environments or security practices.

Survival

All obligations under this Section survive termination to the maximum extent permitted by law.

8. Third-Party Services & Platforms

Some features depend on app stores, registrars, cloud providers, and payment processors. Availability is not guaranteed. Cosgn is not liable for any third-party outages, disruptions, policy changes, or enforcement actions except to the extent caused directly by Cosgn’s gross negligence or wilful misconduct. You must comply with all applicable store/provider terms.

No Guarantee of Third-Party Pricing, Fees, or Policy Stability

Cosgn is not responsible for any changes to third-party pricing, transaction fees, platform policies, API limits, rate restrictions, storage costs, registrar fees, or app-store requirements. All such changes are outside Cosgn’s control and do not constitute a breach or require any refund, credit, price adjustment, or free remediation.

No Duty to Provide Vendor Support or Intervene With Third Parties

Cosgn has no obligation to contact, negotiate with, or provide support to any third-party vendor, registrar, cloud provider, app store, payment processor, or platform on your behalf. Any such assistance is discretionary and may require a separate Statement of Work. Cosgn does not act as liaison, agent, or representative to external vendors.

No Partnership or Agency With Third-Party Vendors

No relationship between Cosgn and any third-party vendor, platform, registrar, payment processor, cloud provider, carrier, app-store operator, analytics service, or integration partner creates any partnership, joint venture, agency, fiduciary obligation, endorsement, or guarantee of performance.

Cosgn does not control and is not responsible for any decisions, fees, enforcement actions, approval processes, outages, delays, policy changes, or operational limits imposed by third-party platforms.

No statement by Cosgn or its representatives may be interpreted as a promise, guarantee, or assurance regarding any third-party vendor’s actions, approvals, timelines, or continued availability.

9. Privacy & Data (Summary)

Cosgn complies with PIPEDA and applicable provincial privacy laws, including Québec Law 25. Additional details regarding processing purposes, lawful bases, cross-border transfers, retention periods, user rights, and security safeguards are set out in Cosgn’s Privacy Policy. Cosgn applies reasonable administrative, technical, and physical safeguards appropriate to the nature of the personal information it handles; however, no system or transmission is guaranteed to be fully secure.

Controller vs. Processor Roles

Cosgn’s role with respect to personal information depends on context:

Cosgn as Independent Controller.

For account management, onboarding, billing, membership administration, fraud and abuse prevention, security monitoring, analytics, service improvement, enforcement of these Terms, and compliance with legal or regulatory obligations, Cosgn acts as an independent controller (or the closest equivalent under applicable law) and determines the purposes and means of such processing.

Cosgn as Service Provider / Processor.

Where you instruct Cosgn to host, store, transmit, process, or otherwise handle personal information relating to your own customers, leads, end users, applicants, or staff within the Services, Cosgn acts as your service provider or processor and processes such information only on your documented instructions, subject to these Terms, the Privacy Policy, and any applicable Data Processing Addendum. Cosgn does not sell or share personal information for cross-context behavioural advertising.

Customer Responsibilities for Their Own Users.

You remain solely responsible for:

• providing all required privacy notices to your own users;

• obtaining all legally required consents and authorizations;

• configuring your workflows, sites, and applications to comply with your jurisdiction’s privacy rules; and

• determining the lawful basis for any personal information you process within the Services.

Cosgn has no obligation to draft, supply, or validate your privacy notices or consent language unless expressly agreed in a signed Statement of Work.

10. Warranties; Disclaimers

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, Cosgn disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Cosgn does not guarantee uninterrupted or error-free operation, any specific results, or minimum uptime or performance levels, unless a separate written Service Level Agreement (SLA) has been executed.

In the event of a suspected or actual security incident or data breach affecting the Services, you agree to reasonably cooperate with Cosgn’s investigation and remediation efforts, including by providing timely information about your systems or end users where necessary and lawful, and by implementing any commercially reasonable mitigation steps that Cosgn recommends to reduce risk to you, your end users, or other Cosgn customers.

To the maximum extent permitted by law, you agree that service interruptions, bugs, maintenance windows, delays, or technical issues, whether caused by Cosgn, third-party providers, or external events, do not give rise to any damages, refunds, credits, or offsets except where expressly required by law or stated in an SLA.

No Duty to Maintain Deprecated Technologies

Cosgn has no obligation to support, maintain, or update deprecated software, third-party libraries, APIs, frameworks, integrations, plugins, or features that are no longer supported by their respective vendors. Any required rebuilds or migrations are outside scope and may require a new SOW.

No Warranty for Staging, Preview, or Test Environments

Staging, preview, demo, sandbox, or test environments are provided for convenience only and may not reflect production performance, configuration, integrations, security controls, or data states. Cosgn makes no warranty that staging behaviour or results will match production. You are solely responsible for validating all deliverables, integrations, and configurations before final deployment.

No Warranty for Decisions Based on Dashboard Data or Tools

Any analytics, metrics, recommendations, scoring, diagnostics, AI-generated content, forecasts, or insights presented in the dashboard or provided by Cosgn tools are informational only.

Cosgn does not guarantee accuracy, completeness, timeliness, or fitness for any business, financial, legal, or operational decision.

You are solely responsible for independently validating all information before relying on it.

Cosgn is not liable for any decisions, losses, or actions taken based on dashboard information or internal tooling.

10.1 Customer Data Loss and Misconfiguration

You are solely responsible for maintaining independent backups of all project files, content, credentials, DNS settings, environment variables, and application configurations. Cosgn is not liable for any loss, corruption, downtime, or security incident resulting from your (or your agents’) actions or omissions, including misconfigurations, code changes, credential exposure, or deletion of data.

10.1A No Professional, Legal, Financial, Real-Estate, or Regulatory Advice

The Services, Content, Deliverables, templates, tools, recommendations, configurations, SEO guidance, marketing materials, automated systems, and any assistance provided by Cosgn are for general informational and technical purposes only.

Nothing provided by Cosgn constitutes, or should be relied on as, legal advice; financial advice; tax advice; accounting advice; investment advice; lending advice; insurance advice; real-estate advice (including REBBA/RECO, FSRA, or provincial industry compliance); regulatory advice; or professional advice of any kind.

You understand and agree that:

• you are solely responsible for obtaining your own legal, financial, tax, real-estate, insurance, or regulatory advice from qualified professionals;

• Cosgn does not verify your regulatory, licensing, or compliance obligations;

• you remain solely responsible for complying with all applicable laws, industry rules, and professional standards;

• no communication, written, verbal, automated, template-based, or otherwise, creates a duty for Cosgn to advise on legal, financial, or regulatory compliance.

No statement by Cosgn, including technical guidance, onboarding assistance, business suggestions, or configuration recommendations, creates any warranty, guarantee, or professional duty.

This clause applies across all current and future Cosgn brands, divisions, and Services, including Launch In Ten, Lvabl, Cosgn Pay, Cosgn Cloud, Cosgn Hi, Cosgn Credit™, and any additional brands or product lines that Cosgn may introduce in the future.

10.2 Third-Party Platforms, Incidents, Outages, and Enforcement

Cosgn is not responsible for any interruption, delay, outage, degradation, data loss, corruption, misconfiguration, denial-of-service attack, vulnerability, breach, rejection, enforcement action, or security incident that is caused in whole or in part by any third-party platform, registrar, cloud provider, network operator, CDN, payment processor, app store, DNS provider, or other external vendor or system outside Cosgn’s reasonable control.

This includes, without limitation:

• AWS, GCP, Azure, or major cloud-provider outages

• Cloudflare or CDN disruptions

• Registrar lockouts, WHOIS/registry failures, or DNS propagation delays

• App-store review freezes, removals, rejections, suspensions, or backlogs

• Upstream vulnerabilities or zero-day exploits in third-party software or infrastructure

• Internet routing issues, carrier failures, or backbone congestion

• Enforcement actions, policy changes, or compliance requirements imposed by app stores, registrars, payment processors, or other platforms

Cosgn’s obligations under these Terms extend only to actions reasonably within Cosgn’s direct operational control. No third-party outage, rejection, policy change, misconfiguration, or enforcement event constitutes a breach of these Terms by Cosgn.

Any remedies relating to third-party incidents are strictly limited to commercially reasonable efforts to assist you in mitigation, where feasible. Cosgn does not guarantee restoration timing, approval outcomes, or continued availability of any third-party platform or dependency.

10.3 Push Notifications, SMS, and Carrier Limitations

You acknowledge that delivery of push notifications, SMS messages, verification codes, in-app alerts, and other communications may depend on third-party carriers, mobile operating systems, device settings, app permissions, or network conditions outside Cosgn’s control. Cosgn does not guarantee the delivery, timing, accuracy, or continued availability of any such communications.

Cosgn is not responsible for:

• carrier outages, blocking, throttling, or filtering;

• device-level restrictions or user-disabled permissions;

• operating-system level policies (e.g., Apple/Google push restrictions);

• fees, surcharges, or message failures imposed by carriers or messaging providers.

You are solely responsible for obtaining any required end-user consents for SMS, push notifications, or other electronic messaging in accordance with applicable laws (including CASL, TCPA, and similar regulations). Any penalties, disputes, or compliance obligations related to your messaging practices are your responsibility.

No Duty to Update or Maintain External APIs

Cosgn has no obligation to update, modify, rewrite, or re-engineer any integration, workflow, feature, or deliverable to maintain compatibility with changes, removals, deprecations, failures, or policy updates made by third-party APIs, SDKs, platforms, or services. Any such work, if accepted by Cosgn, will constitute a new Change Request under §4.6 and be billed at applicable rates.

10.4 No Guarantee of SEO Performance or Search Ranking

Cosgn does not guarantee any specific SEO performance, search-engine ranking, traffic volume, domain authority score, crawl frequency, indexation timing, or visibility outcomes on Google, Bing, Apple, social platforms, or any other search or discovery service. SEO performance depends on numerous factors outside Cosgn’s control, including search-algorithm updates, competition, content quality, backlinks, domain age, hosting conditions, and third-party policies.

Any SEO recommendations, optimizations, audits, or implementations provided by Cosgn are offered on a best-efforts basis only and do not constitute a promise of improved ranking, increased impressions, enhanced revenue, or business results.

No Guarantee of Feature Continuity

Cosgn does not guarantee the continued availability, performance, or support of any specific feature, integration, template, workflow, automation, build process, or design element. Features may be modified, replaced, deprecated, or discontinued at Cosgn’s discretion as technologies evolve. No such modification or discontinuation shall constitute a breach or give rise to any refund, credit, or liability.

10.5 No Guarantee of Revenue, Monetization, Conversions, or Business Outcomes

Cosgn does not guarantee that any website, application, integration, landing page, marketing asset, SEO work, automation, or deployment will generate revenue, customers, leads, traffic, conversions, app-store approvals, user engagement, or any particular business outcome.

All revenue-driving results depend on factors outside Cosgn’s reasonable control, including market conditions, competition, advertising strategy, pricing, content quality, product-market fit, operational execution, platform rules, and user behavior.

You agree that:

• no ROI, revenue increase, monetization impact, or conversion performance is guaranteed;

• no statement by Cosgn (including forecasts, estimates, prior examples, or general guidance) constitutes a promise of business success;

• Cosgn is not liable for lost profits, lost revenue, lost business opportunities, or any economic damages arising from expected or actual business results.

10.6 No Reliance on Vendor Continuity

You acknowledge that third-party vendors, platforms, APIs, registrars, cloud providers, and app stores may change, deprecate, restrict, or discontinue features at any time. Cosgn is not responsible for such changes and has no obligation to rebuild, migrate, or replace affected functionality except through a new SOW.

10.7 No Obligation to Operate or Continue Any Brand, Platform, or Service

Cosgn may modify, suspend, or discontinue any brand, division, platform, feature set, or product line at any time. No brand or future brand is guaranteed to remain available, supported, or operational. Discontinuation or modification of any Cosgn brand or service does not constitute a breach and does not give rise to refunds, credits, or damages.

This is especially important since you operate multiple brands and plan future brands.

11. Beta, Maintenance & Security Research

11.1 Beta and Maintenance

Beta or preview features may change or be withdrawn at any time.

Cosgn may perform system maintenance, updates, or security improvements without prior notice.

Temporary unavailability of the Services may occur during these periods.

11.2 Security Research & Responsible Disclosure

Cosgn welcomes contributions from independent security researchers who help protect our systems. If you discover a potential vulnerability, you agree to report it responsibly by emailing [email protected] and allowing Cosgn reasonable time to investigate and remediate the issue before any public disclosure.

You must not exploit, modify, or access data you do not own, disrupt the Services, or perform actions that could cause harm or data loss. Reports submitted in good faith and within these limits will not be treated as violations of these Terms.

Additional guidance, including scope, testing methods, and exclusions, may be published at cosgn.com/security. If there is any conflict between that guidance and these Terms, these Terms prevail.

12. Limitation of Liability

To the maximum extent permitted by law, Cosgn’s total aggregate liability for any claim arising out of or relating to these Terms or the Services shall not exceed CAD 1 per user claim.

This limitation applies to all causes of action, whether in contract, tort including negligence, strict liability, equity, or any other legal theory, except in cases of Cosgn’s gross negligence or wilful misconduct.

Cosgn is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including any loss of profits, revenue, business opportunities, sales, data, goodwill, reputation, or business interruption, even if Cosgn has been advised of the possibility of such damages.

To the maximum extent permitted by law, you agree that service interruptions, bugs, maintenance windows, delays, misconfigurations, or technical issues, whether caused by Cosgn, third-party providers, or external events, do not give rise to damages, refunds, credits, offsets, or any form of compensation, except where required by law or stated in a written SLA signed by Cosgn.

No Personal Liability

To the maximum extent permitted by law, no Cosgn director, officer, employee, contractor, agent, or representative shall have any personal liability to you for any claims, losses, damages, obligations, or disputes arising out of or relating to these Terms or the Services. All such claims may be brought only against Cosgn Inc. as the sole contracting entity.

No Liability for Lost Profits or Business Interruption

Cosgn is not responsible for lost profits, lost revenue, lost business opportunities, business interruption, or similar losses arising from outages, delays, platform changes, data loss, third-party incidents, or any other disruption to the Services.

Survival Marker: Core Provisions

The provisions governing intellectual property ownership and licensing, administrative control rights, indemnities, limitations and exclusions of liability, payment and reimbursement obligations, confidentiality, data handling responsibilities, default and enforcement remedies, dispute resolution, governing law, and any other provision that by its nature is intended to survive termination continue in full force after termination, cancellation, expiry, suspension, or administrative enforcement.

This summary is for convenience only. The complete and controlling survival rules are set out in Section 21 Survival.

Global Survival of Key Provisions

All provisions that by their nature should survive termination, including those governing ownership, licensing, indemnification, payment obligations, administrative control, limitations of liability, confidentiality, and dispute resolution, remain in full force and effect after termination.

For clarity, Section 21 contains the authoritative survival framework that governs in all cases.

These limitations and exclusions survive termination (see §21).

13. Indemnification

You agree to indemnify, defend, and hold harmless Cosgn, its corporate affiliates (as defined in §0), and its officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, suit, investigation, liability, loss, judgment, settlement, or expense (including reasonable legal fees) arising out of or relating to:

• your content, applications, websites, data, instructions, or materials;

• your use of the Services, including actions taken through your account;

• your end users’ or contractors’ conduct;

• any breach of these Terms or applicable law by you or your end users; or

• any actual or alleged infringement, misappropriation, or violation of third-party rights arising from materials, assets, or instructions you provide.

This obligation applies worldwide to the maximum extent permitted by law.

Client IP Warranty

You represent and warrant that all materials, assets, code, content, trademarks, and instructions you provide to Cosgn for any project or Service do not infringe or violate any third party’s intellectual-property, privacy, publicity, or proprietary rights.

You agree to indemnify and hold Cosgn harmless from any third-party claim arising out of or relating to any allegation that such materials or instructions infringe or violate third-party rights.

Indemnity Scope and Limitations

Your indemnification obligations apply only to direct damages and costs arising from third-party claims covered under this Section.

You are not responsible under your indemnity for:

• indirect, incidental, special, consequential, exemplary, or punitive damages;

• lost profits, lost revenue, reputational harm, or business interruption experienced by Cosgn; or

• internal costs or internal losses suffered by Cosgn that do not arise from a compensable third-party claim.

Unless a separate signed agreement with Cosgn expressly states otherwise, your indemnification obligations are uncapped and apply to the maximum extent permitted by law.

Cosgn’s total aggregate liability for all matters arising from or relating to this Section remains subject to the limitation of liability in §12.

No Cosgn Indemnity Unless Expressly Agreed

Cosgn does not indemnify you or any third party unless a separate written agreement signed by an authorized Cosgn representative expressly provides an indemnity.

No implied indemnities arise from:

• these Terms,

• any Statement of Work,

• your use of the Services, or

• any conversation, representation, meeting, suggestion, or communication with Cosgn personnel.

13.1 Indemnity Boundaries; No Expansion of Remedies

Nothing in this Section requires Cosgn to defend or indemnify you for any claim unless a separate written agreement signed by Cosgn expressly provides such an indemnity.

Your indemnification obligations do not apply to damages caused solely by Cosgn’s gross negligence or wilful misconduct.

This Section does not create:

• joint liability between Cosgn and any of your employees, contractors, clients, partners, or affiliates;

• any right for you to recover internal business losses, lost profits, internal costs, or non-third-party damages; or

• any expansion of remedies beyond those expressly stated in these Terms.

For clarity, indemnification applies only to third-party claims and is not a mechanism for you to recover costs or losses unrelated to a third-party action.

14. Dispute Resolution

Consumer Notice.

If consumer protection law in your province prohibits mandatory arbitration, class-action waivers, or limits the enforceability of these provisions, those prohibitions apply to you. For Québec consumers, mandatory arbitration and class-action waivers are not enforceable, and such rights cannot be waived.

To the maximum extent permitted by law, the parties irrevocably waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Services.

Québec carve-out:

Not enforceable for Québec consumers, so you include:

This waiver does not apply to Québec consumers or where otherwise prohibited by applicable consumer law.

14.1 Statute of Limitations

To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within twelve (12) months after the cause of action accrues. Any claim not filed within that period is permanently barred.

For Québec consumers, or where otherwise prohibited by applicable consumer law, this limitation does not apply to the extent it is legally unenforceable.

This limitations period applies regardless of termination, cancellation, expiry, or suspension of the Services.

14.2 Informal Resolution

Before initiating any formal dispute process, the parties will attempt in good faith to resolve disputes informally for thirty (30) days following written notice of the dispute.

14.3 Arbitration (Non-Consumer Contexts; ADRIC Rules)

If the dispute is not resolved informally under §14.2 and you are not considered a consumer under applicable law, the dispute shall be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules then in effect, except as modified by this Section.

• Seat: Toronto, Ontario, Canada.

• Language: English.

• Arbitrator: One (1) arbitrator, unless the amount in dispute exceeds CAD 250,000, in which case either party may request a panel of three (3) arbitrators.

• Costs and Fees: The arbitrator may award reasonable legal fees, arbitration costs, and expenses to the prevailing party.

• Authority: The arbitrator has full authority to enforce all limitations of liability, exclusions of damages, disclaimers, waivers, the class-action waiver (§14.5), and all remedies and restrictions set out in these Terms.

• Confidentiality: All arbitration proceedings, submissions, evidence, and awards are confidential except to the extent disclosure is required to enforce an award or comply with law.

For clarity, nothing in this Section applies to Québec consumers or any user for whom mandatory consumer law prohibits arbitration.

14.4 Opt-Out

You may opt out of binding arbitration within thirty (30) days of account creation by following the procedure described in §22. Opting out does not affect any other Terms.

14.5 No Class Actions / Collective Arbitration

Subject to consumer and Québec carve-outs, all disputes must be resolved on an individual basis only. Class actions, class arbitrations, private attorney-general actions, and collective proceedings are not permitted.

For clarity, nothing in this Section limits any non-waivable rights under applicable consumer protection law, including in Québec and in any jurisdiction where arbitration or class-action waivers are restricted or prohibited by mandatory law.

14.6 Regulatory Carve-Out; Small Claims Court

Nothing in this Section limits:

(a) the authority of any regulator, or

(b) either party’s right to bring an eligible claim in Ontario Small Claims Court instead of arbitration.

Either party may elect to bring a qualifying claim in Small Claims Court.

14.7 Global Enforcement of Non-Disparagement

Cosgn may enforce §1.26 and §1.27 in any court of competent jurisdiction worldwide.

Nothing in this Section limits Cosgn’s right to seek injunctive or equitable relief in any jurisdiction where reputational harm occurs or is likely to occur.

This clause applies regardless of your country of residence or the location where the statements were made or published.

15. Governing Law; Jurisdiction

Ontario and Canadian federal law govern these Terms. Courts in Toronto, Ontario have exclusive jurisdiction for matters not subject to arbitration.

Export & Sanctions. You represent you are not a prohibited/denied party and will comply with applicable export/sanctions laws.

Cosgn will not knowingly provide Services to users in embargoed jurisdictions or to individuals or entities listed on sanctions or denied-party lists administered by Canada, the U.S., the E.U., or the U.K.

15.1 Québec Consumer Protection

To the extent the Québec Consumer Protection Act applies, any inconsistent provision of these Terms does not apply to Québec consumers.

15.2 Sanctions/High-Risk Markets

We may restrict or suspend Services to jurisdictions, entities, or persons subject to sanctions, export controls, or elevated AML/CTF risk.

15.3 International Public Policy Exception

To the maximum extent permitted by law, no foreign public-policy doctrine, foreign mandatory rule, or foreign legal principle that conflicts with Ontario or Canadian federal law applies to these Terms or to the Services. Any foreign rule or principle that would alter, expand, invalidate, or limit the parties’ rights or obligations under these Terms is excluded and has no effect.

This includes, without limitation, any foreign rule that attempts to:

• restrict Cosgn’s ability to enforce these Terms;

• impose liability on Cosgn contrary to the limitations, exclusions, or indemnities in these Terms;

• override the unified-entity limitation in §0;

• treat Cosgn’s brands, divisions, or product lines as separate legal entities;

• impose obligations inconsistent with Canadian law, Ontario law, arbitration provisions, or class-action limitations; or

• require Cosgn to comply with any foreign regulatory, consumer, or civil requirement that does not apply under Ontario or Canadian federal law.

For clarity, nothing in this section prevents enforcement of rights or protections granted under mandatory Canadian law or under any consumer-protection rule that applies by operation of law in the user’s province or territory.

15.4 Mandatory Consumer Law Outside Canada

If you are a consumer protected by mandatory laws outside Canada (for example, in the European Union, the United Kingdom, or certain U.S. states), any provision of these Terms that is unlawful, void, or unenforceable under those mandatory rules will be limited or replaced only to the minimum extent required by that law. All remaining provisions will continue in full force and effect. This clause does not expand consumer protections beyond what is mandated by applicable law.

Mandatory Consumer-Law Floor (Non-Expansion Rule)

To the extent that mandatory consumer-protection laws apply to you despite the commercial classification of these Terms, any conflicting provision will be limited only to the minimum extent required by that mandatory law. No such limitation expands, increases, or modifies Cosgn’s obligations, warranties, liabilities, or remedies beyond what is strictly required by that law. All other provisions remain enforceable to the maximum extent permitted.

16. Force Majeure

Cosgn is not liable for any delay or failure in performance caused by events beyond its reasonable control, including internet or utility failures, platform outages, cyber incidents, labour disputes, governmental actions, pandemics, or natural disasters.

For clarity, project schedules and performance targets that fall on weekends or statutory holidays in the Province of Ontario, or that occur during force majeure events, automatically move to the next applicable Business Day without liability. Cosgn is not responsible for delays caused by registrar freezes, app store review queues, or similar third-party blackout periods.

16A. Termination (Consolidated Rules)

This section summarizes termination rights described throughout these Terms. If any inconsistency exists, the provision that is more protective of Cosgn applies.

16A.1 Termination by Cosgn for Cause.

Cosgn may suspend or terminate your access to the Services, in whole or in part, at any time and with immediate effect, for any of the following:

(a) breach of these Terms, including payment failure or default

(b) fraud, abuse, security risk, high-risk use, or violation of law

(d) conduct that creates material risk to Cosgn, its infrastructure, its brands, or other users

16A.2 Termination for Convenience.

Cosgn may terminate the Services for convenience with thirty (30) days’ written notice, unless a Statement of Work states otherwise.

16A.3 Customer Termination.

You may terminate your account at any time by following the cancellation instructions in §6.1, provided all outstanding amounts are paid in full and no administrative hold is in place under §3.4 or §6.9.

16A.4 Effect of Termination.

Termination does not affect:

(a) Cosgn’s right to collect outstanding amounts;

(b) Cosgn’s right to enforce administrative control, domain or registrar holds, or infrastructure holds;

(d) the Survival provisions in §21.

All data-handling obligations continue as long as Cosgn retains personal information.

17. Intellectual Property; API; Feedback

All trademarks, content, and technology are owned by Cosgn or licensors. Use of any Cosgn API or integration is subject to published limits and third-party terms. You grant Cosgn a perpetual, irrevocable, worldwide, royalty-free licence to use feedback without compensation.

Publicity. Subject to §4.3, Cosgn may use your name/logo and non-confidential project elements in its customer lists and case studies. You may opt out by emailing [email protected].

Copyright / Notice-and-Notice (Canada). Send IP notices to [email protected] with sufficient detail; we may forward notices, remove or disable content, and suspend repeat infringers.

17.1 Canadian Notice-and-Notice Framework; Repeat Infringers

Cosgn complies with Canada’s Notice-and-Notice framework. If Cosgn receives a notice alleging copyright or related infringement involving content hosted on or transmitted through the Services, Cosgn may forward that notice, or a summary of it, to the Member or user associated with the content, while redacting personal or sensitive information where appropriate. Cosgn may also remove or disable access to allegedly infringing content where required by law or where Cosgn, acting reasonably, believes such action is necessary to protect users, comply with legal obligations, or mitigate risk.

Users and Members must not repeatedly upload, distribute, or make available content that infringes copyright or other intellectual property rights. Cosgn may suspend or terminate access for repeat infringers and may disable specific accounts, projects, or assets associated with repeated or egregious violations. Nothing in this section limits any rights or remedies that copyright owners or users may have under applicable law.

You grant Cosgn a perpetual, irrevocable, worldwide licence to use aggregated, anonymized, or de-identified data derived from your use of the Services, including telemetry, performance metrics, error logs, and system interactions, for the purpose of improving, developing, operating, and enhancing Cosgn products and services. Such data will not identify you or your end users.

This does not allow Cosgn to use your proprietary content for marketing or disclosure.

17.2 Use of Employees, Contractors, and Subcontractors

Cosgn may perform the Services using its employees, contractors, consultants, or subcontractors, including across any current or future Cosgn brand or division. Cosgn remains responsible for their performance of obligations under these Terms and ensures they are bound by confidentiality, security, and data-protection obligations no less protective than those applicable to Cosgn.

Use of subcontractors, suppliers, or other third parties does not create any warranty, representation, obligation, or liability on Cosgn beyond those expressly stated in these Terms or any applicable Statement of Work.

18. Severability; Waiver

If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision will be limited or severed only to the extent required, and the remainder will continue in full force and effect.

Failure or delay by Cosgn in exercising any right does not constitute a waiver of that right, nor does any partial exercise prevent further exercise of the same or any other right. A waiver is binding only if provided in a written instrument expressly identified as a waiver.

To the maximum extent permitted by law, all disclaimers, limitations, exclusions, indemnities, and administrative-control rights in these Terms apply worldwide, regardless of jurisdiction.

18.1 Enhanced Severability for Consumer Contexts

In jurisdictions with mandatory consumer protections, if any limitation, exclusion, waiver, non-disparagement clause, non-solicitation clause, or liability cap in these Terms is found excessive by a court or regulator, that provision will be enforced only to the maximum extent permitted by applicable law, and the remainder of these Terms will continue in full effect. The intention of the parties is that such provisions be limited, not invalidated entirely.

19. Entire Agreement; Updates; Archive

These Terms, together with any applicable Statements of Work (SOWs), the Cosgn B2B Commercial Terms Addendum, the Privacy Policy, the Cookies & Tracking Policy, the Security Research & Responsible Disclosure Policy, the Cosgn Credit™ Program Rules, and any other policies or program terms expressly incorporated by reference, constitute the entire agreement between you and Cosgn and supersede all prior or contemporaneous terms, agreements, understandings, or communications relating to the Services. Cosgn may maintain prior versions for reference. The Document Version and Effective Date indicate the current version.

No Oral Modifications; No Waiver by Conduct.

No oral statements, verbal assurances, informal communications, support messages, guidance, discussions, meetings, demonstrations, or conduct by any Cosgn representative modify these Terms, any Statement of Work (SOW), the B2B Addendum, or any incorporated policy.

No amendment, modification, waiver, or consent is valid unless set out in a written instrument issued by Cosgn and expressly identified as an amendment to these Terms.

Cosgn’s failure or delay in exercising any right does not constitute a waiver of that right, nor does any partial exercise preclude further exercise of the same or any other right. A waiver binds Cosgn only if provided in a written instrument expressly identified as a waiver.

20. Assignment

You may not assign or transfer these Terms, your account, your membership, or any rights or obligations under them without Cosgn’s prior written consent.

Any attempted assignment without consent is void.

Cosgn may assign, transfer, delegate, or novate these Terms, in whole or in part, without notice, including in connection with any merger, acquisition, financing, reorganization, internal restructuring, or sale of assets or business lines. Any successor or acquiring entity assumes Cosgn’s rights and obligations under these Terms and will continue to implement materially equivalent privacy and security safeguards.

For clarity, no assignment by Cosgn constitutes a change in control of your data rights; the Privacy Policy and applicable data-protection standards continue to apply to the Services as assigned.

21. Survival
The following provisions survive termination, cancellation, expiry of membership, suspension (including permanent suspension), default, administrative enforcement, completion of Services, or any cessation of your access to the Services, whether voluntary or involuntary and regardless of jurisdiction. This Section applies worldwide without regard to jurisdiction, mandatory rule, or conflict of law principles.

Foundational, Interpretation, and Structural Provisions

• Section 0 (Interpretation; Order of Precedence; Brand Coverage; Unified Entity Limitation; present and future Cosgn brands).
• All definitions and interpretive rules incorporated into these Terms.
• All No Reliance and No Pre Contract Statements rules, including the clauses titled No Reliance on Outside Statements, Marketing and Promotional Materials Not Binding, and No Reliance on Pre Contract Statements.
• Appendix A (Cosgn Deferred Payment Credit Framework (Cross-Brand)) survives termination in full and applies to all present and future Cosgn brands and Services that reference any Cosgn Credit Program, including Cosgn In-House Service Credit, Cashback Rewards, and Cosgn Ads and SEO Credit, except where non-waivable law requires otherwise.

Cosgn B2B Commercial Terms Addendum

• The Cosgn B2B Commercial Terms Addendum survives termination in full and is deemed integrated into this Section for all business, professional, organizational, and commercial users.
• Where the B2B Addendum conflicts with these Terms, the B2B Addendum prevails for commercial users except where these Terms provide stronger protection for Cosgn.

Membership, Financial, and Cosgn Credit Obligations

• Section 1.16 (No Circumvention).
• Section 1.17 (No Competitive Use and Prohibited Benchmarking).
• Sections 3.1 through 3.5 (Cosgn Credit usage, repayment duties, default and remedies, work suspension, 12 Month Rule, administrative control, and reservation of rights).
• Section 6 (all fee obligations, auto renewal, taxes, PADs, cancellation rules, overdue handling, chargeback rules, refund safeguards, and recovery rights), including all payment, reimbursement, and recovery obligations of any kind.
• All obligations relating to Cosgn In-House Service Credit (IHSC), including any IHSC balances, flexible repayment duties, and usage restrictions, survive termination, cancellation, suspension, or expiry until all amounts are paid in full or otherwise discharged in a written agreement with Cosgn.
• All obligations relating to Cosgn Ads and SEO Credit (including any Ads Credit balances, usage restrictions, and repayment duties) survive termination, cancellation, suspension, or expiry until all amounts are paid in full or otherwise discharged in a written agreement with Cosgn.
• All Cashback Rewards rules, including that Cashback Rewards are not cash, cannot be withdrawn, transferred, sold, or used to pay Membership Fees, and may only be redeemed as discounts toward eligible Cosgn services, survive termination in full.

Intellectual Property, Ownership, and Licensing

• Sections 4.1 through 4.4 (Work Product ownership, Cosgn Materials licence, third party licences, evaluation licences, publicity rights, dependencies, acceptance, change control, and no joint IP).
• Section 17 (Intellectual Property, APIs, Feedback, Canadian Notice and Notice, portfolio and publicity rights).

Administrative Control Rights

• Section 3.4 (Default, Remedies, Administrative Control, mandatory domain transfer, permanent suspension, the 12 Month Rule, liquidation rights, and required contact attempts).
• Sections 5.1 through 5.3 (domains, registrar controls, DNS limitations, hosting and storage, app store and repository administration, and restoration conditions).
• Section 6.9 (Chargebacks and Billing Disputes and Administrative Control During Investigations and Legal Holds).

Data, Hosting, Domains, and Infrastructure

• Sections 5.1 through 5.5 (domains and renewals, hosting and storage, SLAs and non SLAs, cloud providers, data retention, exit procedures, deletion rules, restoration rights, regional hosting disclosures, retention schedules, and litigation hold limitations).

Restrictions, Compliance, Acceptable Use, and Responsibilities

• Sections 1.5 (Prohibited Activities), 1.14 (Responsibility for Users, Contractors, and Agents), 1.18 (Non Solicitation), 1.20 (Responsibility for Platform and Marketplace Rules), and 1.21 (Customer Responsibility for Third Party Actions).
• Section 7 (Acceptable Use and Security), including:
– Project Freeze for compliance or safety reasons
– No duty to detect illegal activity
– No duty to ensure third party or industry compliance
– No duty to detect or prevent legal violations
– Customer responsibility for legal disclosures
– No shared responsibility for customer security controls

These protections survive to preserve Cosgn’s enforcement tools, compliance posture, and risk controls.

Global Survival Rule for All No Duty Clauses

All No Duty clauses survive termination in full, including but not limited to:
• No duty to detect legal violations
• No duty to ensure compliance with law, platform rules, or industry standards
• No duty to reconcile conflicting or ambiguous instructions
• No duty to maintain deprecated or unsupported technology
• No duty to retain or maintain historical builds or environments
• No duty to validate or ensure compatibility of exported data
• No duty to retain data for litigation except where required by a valid court order
• No duty to guarantee any third party outcome
• No duty to update or maintain external APIs or integrations

Beta, Maintenance, and Security Research

• Section 11 (Beta, Maintenance, and Security Research and Safe Harbor), including good faith security research protections and all limitations relating to beta features, experimental Services, maintenance windows, and temporary outages.

Disclaimers, Warranties, and Third Party Dependencies

• Sections 10 and 10.1 through 10.6 (all warranty disclaimers, as is and as available Services, no SLA without written agreement, third party outage protections, SEO and monetization disclaimers, staging and test limitations, push and SMS limitations, no guarantee of revenue, and no guarantee of platform approvals or performance).

Liability, Indemnification, and Exclusions

• Sections 12 through 13 (limitation of liability, exclusions, indemnification obligations, indemnity scope, indemnity caps and exclusions).
• The No Personal Liability clause in Section 12 survives termination indefinitely.

Privacy, Confidentiality, Regulatory, and Audit Duties

• Section 9 (Privacy and Data summary).
• Sections 24 through 25.3 (Confidentiality, Regulatory and Hosting Disclosure, lawful access requests, regulatory audits, international cooperation, and cross border compliance).
• The Cosgn Privacy Policy, Cookies and Tracking Policy, and any DPA or similar agreement survive for as long as Cosgn retains, handles, deletes, exports, or processes personal information relating to you or your end users.

Dispute Resolution, Statute of Limitations, Governing Law, and Notices

• Section 14 (Dispute Resolution), including Section 14.1 (Statute of Limitations).
• Section 14.7 (Global Enforcement Rights).
• Section 15 (Governing Law, Jurisdiction, Sanctions and High Risk Markets).
• Section 15.4 (International Public Policy Exception), which survives termination in full and continues to apply worldwide.
• Section 22 (Contact and Notices and deemed receipt rules).
• Section 22 (Contact and Notices), including all deemed-receipt rules, the Global Notice Matrix, the prohibitions on electronic-signature delivery, the prohibitions on clickwrap or UI-based “notice,” and the restrictions on service of process to unauthorized agents, locations, brands, or inboxes, all of which survive termination in full and continue to apply to all present and future Cosgn brands.

Brand Immunity and Unified Entity Limitation

The provisions in Section 0 confirming that all Services are provided solely by Cosgn Inc. as one unified entity, that all present and future Cosgn brands, divisions, trade names, and product lines form part of a unified entity, and that no claim may be brought against any brand or subdivision as a separate legal entity, survive termination indefinitely. This survives even if Cosgn reorganizes, restructures, merges, divests, or creates new brands or Services.

Miscellaneous and Structural Provisions

• Sections 18 (Severability and Waiver), 19 (Entire Agreement, Updates, Archive), 20 (Assignment), and this Section 21 (Survival), and any other provision that by its nature must survive.
This includes without limitation:
• payment obligations
• reimbursement rights
• confidentiality duties
• intellectual property ownership and licence grants
• administrative control rights
• enforcement tools
• indemnities
• warranty disclaimers
• limitations and exclusions of liability
• Section 1.22 (Legal Capacity and Authority)
• Section 1.23 (Forward Looking Statements)
• Section 1.24 (Injunctive Relief)
• Section 1.26 (Non Disparagement) and Section 1.27 (Removal of Harmful Content)
• Section 1.28 (No Fiduciary Duties and No Custodial Obligations)
• All disclaimers and limitations survive termination worldwide to the maximum extent permitted by law.

Supplemental Clauses

The supplemental clauses added in Sections 16A, 15.4, 18.1, and the B2B Addendum survive termination to the same extent as the sections they modify or clarify and continue to apply worldwide to all current and future Cosgn brands.
Appendix A (Cosgn Deferred Payment Credit Framework (Cross-Brand)) survives termination to the same extent and for as long as any obligation under any Cosgn Credit Program remains outstanding, including without limitation any IHSC or Ads Credit balance, any related Membership Fee obligation, any Cashback Reward, any Domain Custody arrangement, any administrative control right, or any related enforcement right.

Effect of Termination

All rights, obligations, licences, restrictions, administrative control rights, remedies, debts, indemnities, disclaimers, and limitations that accrued before termination, cancellation, expiry, suspension, or administrative enforcement continue in full force until satisfied.

Termination or cancellation of your membership or access:
• does not limit Cosgn’s right to collect outstanding amounts
• does not affect Cosgn’s right to enforce administrative control, registrar holds, or infrastructure holds
• does not affect Cosgn’s right to liquidate trust held assets under Section 3.4
• does not limit Cosgn’s ability to comply with regulatory, audit, record keeping, or lawful access duties
• does not extinguish, forgive, or write off any outstanding Cosgn In-House Service Credit (IHSC) balance or related repayment obligations, which remain due and enforceable until paid in full or otherwise resolved in a written agreement with Cosgn
• does not require Cosgn to release domain custody, registrar control, DNS settings, app store or repository administrative access, or other technical or infrastructure holds applied under these Terms or Appendix A until all IHSC balances, Membership Fees, and other amounts owing are settled, except where non-waivable law requires otherwise

The Privacy Policy, Cookies and Tracking Policy, the B2B Addendum, and all data processing obligations continue for as long as Cosgn retains, processes, or is legally required to keep personal information relating to you, your account, or your end users.

Survival applies to all successors and assigns of both parties.

22. Contact and Notices

This Section 22 applies to Cosgn Inc. and all Cosgn brands, divisions, trade names, platforms, products, and Services, including Launch In Ten, Lvabl, RECOSGN, Clloser, Cosgn Pay, Cosgn Cloud, Cosgn Credit, Cosgn Hi, and all future Cosgn brands, whether or not individually named. All notices, service of process, and legal communications relating to any Cosgn brand must follow this Section 22.

22.1 Contact Information

You may contact Cosgn Inc. at:

• Legal: [email protected]

• Support: [email protected]

• Security: [email protected]

• Privacy: [email protected]

• Billing: [email protected]

Mail (signature required for legal notices):

Cosgn Inc.

Attn: Legal Department – Notices

Unit 4800, 1 King Street West

Toronto, Ontario, M5H 1A1, Canada

22.2 Notices From the Company

Cosgn may deliver notices by:

• email to the email address associated with your account

• in-product dashboards, banners, alerts, or system messages

• posting updated Terms or policies at cosgn.com or any brand site

• postal mail or courier (signature not required unless mandated by law)

Notices are deemed received when sent or made available, unless applicable law requires otherwise.

22.3 Notices From Users to Cosgn

Except as required by law, all contractual notices from you to Cosgn must be delivered only by:

• email to [email protected], or

• tracked postal mail or courier requiring signature, delivered to the Notice Address in §22.1

Any notice sent to any other address, inbox, domain, brand, employee, contractor, or support channel is invalid and not deemed received.

22.4 Service of Process (Users to Cosgn)

Service of process, arbitration demands, subpoenas, or legal claims may only be delivered:

• by tracked courier (signature required),

• by registered or certified mail (signature required), or

• by a licensed process server,

and only at the Notice Address listed in §22.1.

Delivery to any registered agent, affiliate, related brand, co-working space, virtual office provider, building reception desk, concierge, or employee address is invalid unless Cosgn publicly lists that entity as an authorized agent for service of process.

Service delivered to any other location, inbox, or person is void and not deemed received.

Service of process may not be delivered by electronic signature platforms, email attachments, online uploads, DocuSign, HelloSign, or any similar digital method. Only the physical, signature-required methods in §§22.4–22.5 are valid.

22.5 Signature Requirement for Physical Legal Notices

All legal notices involving rights, obligations, disputes, indemnity, or service of process must:

• require signature upon delivery, and

• are deemed effective upon (i) signature, or (ii) attempted delivery where signature is refused, unavailable, or waived by building policy.

Untracked mail or courier deliveries without signature are not valid.

Electronic signature services, PDF attachments, or digital delivery systems do not satisfy the signature or delivery requirements for legal notices or service of process.

22.6 No Constructive Notice

Cosgn has no obligation to search for misdelivered notices, monitor alternate inboxes, or infer intent from communications sent to unauthorized channels.

No clickwrap action, account deletion request, subscription cancellation, in-product message, dashboard message, workflow action, or setting change constitutes legal notice.

Only notices delivered in accordance with this Section 22 are valid.

22.7 Notices to Users

Notices from Cosgn to Users are deemed valid when sent to:

• the email associated with your account, or

• your dashboard or in-product notice center, or

• your last known mailing address (if applicable)

You are solely responsible for maintaining a current, valid email address.

22.8 Global Notice Matrix (Controlling Framework)

The following tables summarize and govern all permitted methods of delivering notices and service of process under this Agreement. In the event of conflict, this Matrix controls.

A. Notices From Users to Cosgn Inc.

A.1 Contractual Notices

Delivery Method	Valid	Conditions	Deemed Received
Email to [email protected]	Yes	Must come from account email unless otherwise permitted.	When delivered to Cosgn mail server.
Email to support, privacy, billing, security	No	Not a legal notice channel.	Never.
In-product notice center (if enabled)	No	Not a legal notice channel.	Never.
Postal mail with signature	Yes	Must be addressed to §22.1.	Upon signature or attempted delivery/refusal.
Postal mail without signature	No	Not valid.	Never.
Courier without signature	No	Not valid.	Never.
Phone, SMS, chat, social media, DMs	No	Never valid.	Never.

A.2 Service of Process

Delivery Method	Valid	Conditions	Deemed Received
Courier with signature	Yes	Must be sent only to §22.1.	Signature or attempted delivery/refusal.
Registered or certified mail with signature	Yes	Signature required.	Signature or attempted delivery/refusal.
Process server	Yes	Must serve at §22.1 only.	Signature or attempted delivery/refusal.
Email alone	No	Not valid.	Never.
Service on affiliates, employees, contractors, related brands, or addresses	No	Invalid under §§22.4 and 22.6.	Never.
Electronic signature platforms	No	Explicitly prohibited.	Never.

B. Notices From Cosgn to Users

B.1 Contractual Notices

Delivery Method	Valid	Conditions	Deemed Received
Email to account email	Yes	User must maintain valid address.	When sent.
In-product notices	Yes	Banners, modules, dashboards.	When displayed.
Postal mail	Yes	Sent to last known mailing address.	When mailed.
SMS alerts (if enabled)	Yes	Supplementary alerts only.	When transmitted.
Social media messages	No	Not valid.	Never.

B.2 Service of Process From Cosgn to Users

Delivery Method	Valid	Conditions	Deemed Received
Email (where permitted by law)	Yes	Common in arbitration and small claims.	When sent.
Postal mail with signature	Yes	Formal service.	Signature or attempted delivery/refusal.
Courier with signature	Yes	For litigation or arbitration.	Signature or attempted delivery/refusal.

C. Invalid Notice Methods (Always Invalid)

The following methods are never valid:

• emails to any inbox other than [email protected]

• support tickets, chats, CRM messages

• messages to employees or contractors

• social media messages or DMs

• SMS (unless expressly authorized by law)

• leaving documents at reception or unattended locations

• fax, unless Cosgn authorizes in writing

• delivery to any address other than §22.1

• uploading documents into dashboards or integrations

• DocuSign, HelloSign, PDF attachments, or any electronic-signature delivery of service of process

D. Deemed Receipt Summary

Scenario	Deemed Received
Signed delivery	Yes
Attempted delivery with refusal or unavailability	Yes
Email to [email protected]	Yes
Email to support, privacy, billing, security	No
Delivery to wrong address	No
Delivery without signature	No

E. User Responsibility Matrix

User Action	Risk
Not updating email	User bears risk
Sending notices to wrong channel	User bears risk
Not checking email or spam	User bears risk
Assuming constructive notice	Not permitted under §22.6

22.9 Notice Framework Prevails

This Section 22, including the Global Notice Matrix, prevails over any conflicting notice language in any policy, FAQ, interface, help article, or communication. No alternative method of notice or service is valid unless Cosgn expressly authorizes it in writing.

23. Language & Accessibility

For Québec users, French-language requirements may apply. A French version will be provided where required and presented first unless the user chooses English.

Choice of Language. The parties require that this agreement be drawn up in English. Les parties ont expressément exigé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Accessibility (AODA/WCAG). Cosgn aims to meet or exceed WCAG 2.1 AA and AODA requirements. For accommodations, contact [email protected]. Accessibility complaints are acknowledged within 5 business days and resolved or subject to a remediation plan within 30 business days. If not resolved, Ontario users may escalate to the Accessibility Directorate of Ontario; other users may escalate to the Canadian Human Rights Commission or their provincial authority, as applicable.

Translations; Governing Language. We may provide these Terms and related policies in languages other than English. Outside Québec, translations are provided for convenience only; if a translated version conflicts with the English version, the English version governs to the extent permitted by law. For Québec consumers, where required by the Charter of the French Language and applicable consumer-protection laws, the French version prevails over any conflicting English version.

Accessibility notices and remediation timelines are described in Cosgn’s Help Centre → Accessibility section.

24. Confidentiality

Each party agrees to protect the other’s confidential information with at least the same care it uses for its own. Confidential information includes project materials, code, business plans, and non-public data. Exceptions apply where disclosure is required by law, regulator request, or prior written consent.

All vulnerability reports and security research communications sent to [email protected] are governed by the Cosgn Security Research & Responsible Disclosure Policy, available at cosgn.com/security.

Reports submitted in good faith and within the boundaries of that policy are protected under Cosgn’s Safe Harbor clause (§11).

25. Regulatory & Hosting Disclosure

Regulatory Registration (Public Record).

Cosgn Inc. is a federally incorporated Canadian technology company registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and its regulations. Cosgn maintains this registration in good standing and does not presently conduct direct MSB-classed financial activities.

Registration Details (Public Record).

• Legal Name: Cosgn Inc.

• Operating Name: Cosgn Inc.

• Business Address: Unit 4800 – 1 King Street West, Toronto, Ontario M5H 1A1, Canada

• Website: cosgn.com (FINTRAC record lists cosgnpay.com, which redirects to cosgn.com for unified compliance)

• MSB Registration Number: M23640478

• Initial Registration Date: October 12, 2023

• Expiry Date: March 31, 2026

• Jurisdiction of Incorporation: Federal (Canada)

• Incorporation Number: 1127876-2

• Incorporation Date: March 3, 2019

Registered MSB Service Classes (per FINTRAC classification).

• Foreign Exchange Services • Money Transferring • Virtual Currency Dealing or Exchange Services • Crowdfunding Platform Services • Payment Service Provider (PSP)

Cosgn maintains an AML/CTF compliance program aligned with FINTRAC guidance. All customer payments and payouts are processed through regulated third-party providers (e.g., Wise, PayPal, Stripe), each maintaining its own AML/CTF obligations. Any future money-service activities by Cosgn will remain subject to FINTRAC oversight, record-keeping, and audit requirements.

Data Hosting & Privacy Compliance.

Cosgn Cloud™ operates on secure, managed cloud infrastructure within Canada and other permitted jurisdictions that maintain comparable privacy protection and regulatory oversight. Exact data-hosting locations and sub-vendors are confidential for security reasons and may change periodically for operational continuity. Cross-border processing and replication are governed by contractual safeguards ensuring equivalent protection under:

• PIPEDA (Canada) • Law 25 (Québec) • Applicable international data-transfer frameworks (e.g., GDPR-aligned SCCs/adequacy or contractual clauses).

All infrastructure and data-processing partners maintain appropriate certifications (e.g., ISO 27001, SOC 2 Type II or equivalent) and confidentiality obligations. Regulators and auditors may request relevant infrastructure or data-handling details under lawful authority. Data-retention, storage, and deletion practices are governed by §§5.4–5.5 and by Cosgn’s Privacy Policy.

Important Clarifications.

• Cosgn Credit™ and memberships are not deposit accounts, loans, lines of credit, or securities.

• Cosgn Credit™ is a closed-loop, in-house service credit usable only for Cosgn-provided products and services.

• Cosgn does not operate as a bank, does not issue open-loop stored value, and does not offer investment or custodial services.

• Funds handled via Cosgn Pay™ are not insured by the Canada Deposit Insurance Corporation (CDIC) or any comparable agency.

• All transactions are subject to AML/CTF screening and may be reported to regulators as required by law.

Verification.

To confirm our registration, visit the FINTRAC MSB Registry and search “Cosgn Inc.” or registration number M23640478.

Disclaimer.

This disclosure is provided for transparency under Canadian AML/CTF laws and does not imply active operation of money-service activities as defined under the PCMLTFA.

Nothing in this Section 25 or in any regulatory, hosting, or MSB disclosure expands, limits, or modifies Cosgn’s obligations, warranties, duties, or liabilities beyond what is expressly set out in these Terms or required by applicable law.

25.1 Lawful Access Requests

Cosgn complies with Canadian law. If we receive a valid court order, subpoena, or lawful government request, we may be required to share limited account or transaction information. Each request is reviewed by Compliance and Legal to ensure legitimacy and narrow scope. We share only what is legally required, nothing more. Where permitted, we will notify the affected Member in advance. Cosgn does not provide direct system or vendor-platform access to any agency or foreign entity. All legal disclosures are logged for accountability.

Requests must be sent to [email protected] or by mail to: Cosgn Inc., Unit 4800 – 1 King Street West, Toronto, Ontario M5H 1A1, Canada.

25.2 Regulatory Audits

Cosgn cooperates with lawful reviews and audits by regulators such as FINTRAC, the Office of the Privacy Commissioner of Canada (OPC), or provincial privacy authorities. During an audit, Cosgn provides only information required by law to confirm compliance (e.g., AML, privacy, consumer protection). Audits are handled under confidentiality; no customer or Member data is shared unless specifically required by statute or court order. Where feasible, Cosgn limits regulator access to aggregated or de-identified data. Compliance and Legal maintain records of audit scope and outcomes. If audit outcomes require material procedural changes, Members will be notified via updated Terms or a public compliance notice.

25.3 International Cooperation & Cross-Border Compliance

Cosgn may receive lawful requests from foreign regulators or law-enforcement agencies (e.g., U.S., U.K., EU). Cosgn follows Canadian law first—including PIPEDA and applicable provincial privacy laws. Foreign requests are honored only if they:

comply with Canadian legal standards, and
are delivered through recognized cross-border cooperation frameworks (e.g., treaties, MLATs, or regulator-to-regulator channels).
Cosgn does not provide direct data access to foreign authorities. Any disclosure must be reviewed and approved by Legal/Compliance and, when required, supported by a Canadian court order or equivalent legal process. Where permitted, Cosgn will notify the affected Member before disclosure. International cooperation does not reduce the level of protection guaranteed to Members under Canadian law.

COSGN B2B COMMERCIAL TERMS ADDENDUM

Effective upon publication. Applies to all Services.

This Business-to-Business Addendum (the “B2B Addendum”) forms part of the Cosgn Terms of Service (the “Terms”) and applies to all Members, users, accounts, projects, and transactions, except where mandatory consumer-protection law expressly requires different treatment. All capitalized terms have the meaning given in the Terms.

This Addendum applies across all Cosgn brands and product lines, including Launch In Ten, Lvabl, Cosgn Cloud, Cosgn Credit, Cosgn Pay, Cosgn Hi, and any future Cosgn brands, divisions, or services.

1. Commercial Classification

1.1 Business Purpose Confirmation

By using the Services, you confirm that you are acting for business, professional, organizational, or commercial purposes. You are not using the Services as a consumer for personal, household, family, or non-commercial purposes.

1.2 Binding Effect on Business Entities

If you create an account on behalf of a company, startup, organization, or brand, you affirm that you have legal authority to bind that entity. All obligations apply jointly and severally to the individual and the entity.

1.3 No Consumer Guarantees

Unless mandatory law requires otherwise, all consumer guarantees, consumer-rights statutes, consumer-grade warranties, or consumer-specific remedies do not apply.

1.4 Commercial Reasonableness Standard

All Services are provided using a commercial-reasonableness standard. No duty exists to meet consumer comfort, convenience, or expectations unless expressly agreed in writing.

2. Payment, Fees, and Financial Responsibility

2.1 Commercial Payment Obligations

All fees, memberships, service credits, and financial obligations are commercial in nature and binding regardless of business performance, revenue, or ability to pay.

2.2 No Consumer Refund Rights

Refunds, cooling-off periods, or unilateral cancellation rights that may apply to consumers do not apply. Refunds only occur when explicitly stated in the Terms, SOWs, or required by applicable commercial law.

2.3 Chargeback Prohibition

Chargebacks are prohibited except in cases of proven fraud by Cosgn. Initiating an improper chargeback is a breach of this Addendum and grants Cosgn the right to apply administrative control under §3.4, suspend accounts, recover costs, and report fraudulent disputes to payment providers.

2.4 Tax and PAD Obligations

All tax, PAD consent, and recurring payment obligations are commercial and enforceable.

3. Cosgn Credit Classification

3.1 Commercial Nature of Cosgn Credit

Cosgn Credit is a commercial service-credit program, not a consumer credit product.

3.2 No Consumer Credit Laws

Cosgn Credit is not governed by consumer credit legislation unless mandatory law requires otherwise.

3.3 Reporting and Verification

Cosgn may perform business verification, beneficial owner verification, and fraud screening without triggering consumer credit rights or obligations.

4. Liability, Indemnity, and Risk Allocation

4.1 B2B Liability Framework Supersedes Consumer Rules

All limitations of liability, exclusions of damages, warranty disclaimers, indemnity clauses, and administrative-control rights in the Terms apply fully under a commercial standard.

4.2 Indemnification Expanded for B2B

You indemnify Cosgn against claims arising from:

(a) your business operations or representations;

(b) your employees, contractors, agents, affiliates, or clients;

(d) regulatory, tax, or compliance breaches in your jurisdiction;

(e) your commercial activities using Cosgn Services.

4.3 No Reliance on Pre-Contract Statements

Only the written Terms and SOWs bind Cosgn. Reliance on oral statements, estimates, timelines, or marketing materials is disclaimed.

5. Data, Compliance, and Operational Responsibilities

5.1 Business Responsibility for End Users

You are responsible for all end users, clients, contractors, or customers accessing your environments.

5.2 No Duty to Detect Client Misconduct

Cosgn has no duty to monitor, audit, or verify your client activity, content, or compliance.

5.3 B2B Data Handling Classification

All data is treated as business data unless mandatory law requires consumer classification.

6. Administrative Controls for B2B Accounts

6.1 Business-Level Enforcement

Cosgn may apply administrative controls without consumer-law limitations.

6.2 Expanded Enforcement Rights

Cosgn may suspend, freeze, restrict access, require verification, or retain administrative control until obligations are cured.

7. Termination Rights for B2B Accounts

7.1 Termination Without Consumer Restrictions

Cosgn may terminate B2B accounts under §16A without consumer-law restrictions.

7.2 Post-Termination Responsibilities

All indemnities, liabilities, data responsibilities, and payment obligations survive termination.

8. Governing Law and Disputes (B2B-Specific)

8.1 Commercial Dispute Standard

All disputes are treated as commercial disputes.

8.2 Arbitration Fully Enforceable

Arbitration and class-action waivers apply fully.

8.3 International Public Policy

§15.3 governs and overrides any foreign legal doctrine attempting to alter these Terms.

9. Brand Coverage and Unified Entity Protections

9.1 Global Brand Coverage

Your obligations apply to all current and future Cosgn brands and divisions.

9.2 Unified Entity Limitation

No Cosgn brand or product line may be treated as a separate legal entity for claims.

10. Survival

All sections of this B2B Addendum survive termination and integrate into §21 Survival.

11. Precedence

If the B2B Addendum conflicts with the main Terms, this Addendum prevails for commercial users unless the Terms provide stronger protection for Cosgn.

12. No Implied SLAs or Performance Guarantees

No uptime, timeline, approval, ranking, monetization, or performance guarantee applies unless in a signed SOW.

13. Misrepresentation and Accuracy of Information

You warrant all information provided is accurate and complete. Only written agreements bind Cosgn.

14. Third-Party Platform and Vendor Dependencies

Cosgn is not responsible for failures, outages, or delays originating from third-party platforms. No remedy is provided for third-party failures.

15. International and Industry-Specific Compliance

You are solely responsible for all regulatory, licensing, and industry compliance obligations. Cosgn does not provide legal or regulatory advice.

16. No Agency, No Partnership, No Employment Relationship

Nothing creates a partnership, fiduciary duty, agency, or employment relationship.

17. Export Controls, Sanctions, and Restricted-Market Compliance

You represent that neither you nor your affiliates, clients, or end users are sanctioned or restricted. Cosgn may suspend access for compliance reasons.

18. High-Risk and Regulated Industries Disclaimer

Cosgn does not provide legal, financial, medical, insurance, real-estate, lending, investment, or professional services. Cosgn does not validate regulatory compliance.

To the maximum extent permitted by law, this disclaimer applies worldwide and survives termination.

APPENDIX A – COSGN DEFERRED PAYMENT CREDIT FRAMEWORK (CROSS-BRAND)

This Appendix applies to any Cosgn operated product or brand that offers Cosgn In-House Service Credit, Cashback Rewards, or Cosgn Ads and SEO Credit, including without limitation Cosgn Credit, RECOSGN, Launch In Ten, Lvabl, Cosgn Ads and SEO Credit, and any future Cosgn platforms that reference this Appendix (collectively, “Cosgn Credit Programs”).

Cosgn Credit Programs are intended for use by businesses and professionals only and are not offered to individuals acting for personal, family, or household purposes.

This Appendix is incorporated into and forms part of the Cosgn Terms of Service and applies in addition to, and not in place of, those Terms.

If there is any conflict between this Appendix and brand specific terms regarding Cosgn In-House Service Credit, Cashback Rewards, or Cosgn Ads and SEO Credit, this Appendix prevails unless non waivable law requires otherwise.

For the purposes of this Appendix:

“Cosgn Services” means any Cosgn operated product or brand that offers Cosgn In-House Service Credit or Cashback Rewards under Part I.
“Cosgn Ads Services” means any Cosgn operated product or brand that offers Cosgn Ads and SEO Credit or similar advertising and SEO credit programs under Part II.

For clarity, all general provisions in the Cosgn Terms of Service (including, without limitation, governing law, dispute resolution, limitation of liability, indemnity, assignment, severability, and force majeure) apply to this Appendix and to all Cosgn Credit Programs.

PART I – COSGN IN-HOUSE SERVICE CREDIT AND CASHBACK FRAMEWORK (CROSS-BRAND)

1. Definitions

For the purposes of Part I:

“Cosgn” means Cosgn Inc. and any applicable affiliates operating the relevant Cosgn Services.
“Member” or “you” means any person or entity that subscribes to a Cosgn membership plan that includes access to Cosgn In-House Service Credit.
“Cosgn In-House Service Credit” or “IHSC” means the internal, non transferable deferred payment service credit allocated to you by Cosgn, usable only for Cosgn services.
“Membership Fees” means weekly or monthly fees required to access IHSC, hosting, support, and included benefits.
“Cashback Rewards” means loyalty style value earned from Membership Fees, redeemable only toward future Cosgn services.
“Domain Custody” means temporary technical and administrative control by Cosgn over domains transferred to Cosgn as a condition of IHSC eligibility.
“Accounts” means app store, hosting, or technical deployment accounts used to distribute or operate your products.

2. Nature of Cosgn In-House Service Credit

2.1 Not a Loan or Financing Product

IHSC is a deferred payment mechanism for Cosgn services. It is:

not a loan
not a line of credit
not financing under consumer credit legislation
not subject to interest, penalties, or credit checks

2.2 Service Only Application

IHSC may only be used for Cosgn services (design, development, hosting, deployment, and related services) and cannot be:

withdrawn as cash
transferred or sold
used to pay third party vendors or obligations; or
used to repay any other credit, loan, or deferred payment balances (including other Cosgn Credit Programs).

No lender borrower, creditor debtor, financial accommodation, or security interest relationship is created by IHSC.

3. Eligibility and Approval

3.1 Discretionary Approval

IHSC approval and credit limits are issued solely at Cosgn discretion, based on:

project scope and feasibility
internal capacity and risk controls
your prior account history (if applicable)

Cosgn may approve, decline, reduce, or discontinue IHSC allocations at any time, except where restricted by an existing signed agreement.

3.2 Conditional Eligibility

Conditions may include:

Domain Custody
onboarding questionnaires
agreeing to scopes, estimates, or Statements of Work

If conditions are not met or maintained, Cosgn may restrict IHSC access.

4. Membership Relationship

4.1 Membership Fees

Membership Fees:

begin one month after contract signing
are payable weekly or monthly, based on your selection
are non refundable
do not reduce your IHSC balance
are required to maintain access to IHSC, hosting, and support

All Membership Fees and other amounts described in connection with Cosgn Credit Programs (including Cosgn In-House Service Credit and Cosgn Ads and SEO Credit) are exclusive of applicable taxes unless stated otherwise. You are responsible for any sales, value-added, or similar taxes that apply to your use of Cosgn Credit Programs, excluding taxes based on Cosgn’s income.

4.2 Access to Benefits

Active membership is required to access:

IHSC
Cosgn Cloud Storage
Cosgn Hosting
support and maintenance
included domain renewals
brand specific Cashback Rewards

Suspension of membership may suspend hosting, deployments, updates, and IHSC usage.

4.3 Continuing Membership After IHSC Repayment

After repaying IHSC in full, you may:

cancel membership; or
keep membership active and request new IHSC allocations for future projects (subject to new approvals).

4.4 No Setoff or Withholding

You must pay all Membership Fees and other amounts due under Cosgn Services in full, without setoff, counterclaim, or deduction, except to the extent a deduction is required by non-waivable law or Cosgn has expressly agreed in writing.

5. Domain Custody and Technical Control

5.1 Domain Transfer Requirement

IHSC eligibility may require transferring your domain to Cosgn controlled servers or registrars. This allows Cosgn to:

deploy and maintain your website
ensure security and uptime
manage renewals included in your membership
enforce compliance and integrity of IHSC projects

5.2 Ownership of Domains

You remain the beneficial owner. Cosgn does not gain ownership, only operational custody.

5.3 Release of Domain Custody

Cosgn returns domain control when:

IHSC is fully repaid; and
all Membership Fees and outstanding charges are settled.

5.4 Suspension for Non Payment

If Membership Fees are overdue, Cosgn may:

suspend hosting
pause IHSC usage
delay domain transfer
restrict new deployments

Cosgn will not claim domain ownership but may maintain custody until obligations are resolved.

6. Accounts and App Deployment

6.1 App Store Accounts

Apps are deployed under your app store account. Cosgn may hold administrative access during the IHSC period.

6.2 Administrative Access During IHSC

Cosgn may retain access to:

app store consoles
deployment pipelines
integrations

This access is strictly for development, updates, and compliance.

6.3 Return of Full Control

Upon full IHSC repayment, Cosgn will:

remove administrative access
return full technical control
provide written confirmation

7. IHSC Repayment, Suspension, and Cancellation

7.1 Flexible Repayment

Unless a specific repayment schedule is agreed in writing:

there are no fixed repayment deadlines
no minimum payments are required
you may make lump sum or partial payments at any time

7.2 Impact of Non Payment of Membership Fees

Cosgn may:

suspend hosting
pause development
restrict IHSC usage
suspend support
maintain Domain Custody until issues are resolved

Your IHSC balance remains due for work already completed.

7.3 Cancellation by You

You may cancel:

after IHSC is fully repaid; or
earlier, after settling all IHSC balances and Membership Fees.

7.4 Termination by Cosgn

Cosgn may suspend or terminate for:

repeated non payment
breach of terms
fraud or abuse
legal or regulatory requirements

Cosgn will act reasonably and consistent with applicable law.

7.5 Default and Remedies

If your account is in default under the Cosgn Terms of Service or this Appendix, Cosgn remedies may include, in addition to any other rights described in those documents:

restricting or disabling access to websites, apps, or environments built using IHSC
maintaining Domain Custody and delaying domain transfer until all amounts owing are paid
suspending deployments, updates, and support services
pursuing recovery of unpaid amounts through lawful collection processes

Where permitted by applicable law, you are responsible for reasonable costs incurred by Cosgn in collecting overdue amounts under Cosgn Credit Programs, including reasonable legal fees and collection agency fees.

Any reuse, replication, or repurposing of Cosgn owned templates, code, infrastructure, or internal tools as part of such remedies will follow the intellectual property provisions in the Cosgn Terms of Service. Cosgn will not claim ownership of your brand, business, or customer relationships as a remedy for default.

8. Cashback Rewards

8.1 Nature of Cashback Rewards

Cashback Rewards:

are not cash
do not create a stored value account
accrue no interest
hold no monetary value outside Cosgn

8.2 Permitted Uses

Cashback may be used only as discounts toward:

new websites
new apps
upgrades
eligible Cosgn services

8.3 Prohibited Uses

Cashback:

cannot pay Membership Fees
cannot be withdrawn
cannot be transferred
cannot be pledged or sold

8.4 Expiry and Adjustment

Cosgn may:

set expiry timelines
adjust errors
revoke rewards for fraud
update Cashback terms for future plans

Changes do not retroactively invalidate validly earned rewards except in cases of error or abuse.

9. Multi-Currency Pricing

9.1 Local Currency Display

Membership pricing and IHSC amounts may use identical numeric values across supported currencies:

Only the currency symbol changes.

9.2 Fixed Currency Per Contract

After signup:

your currency is fixed
you are not billed in foreign currencies
Cosgn is not responsible for exchange rate effects applied by your bank

Cosgn may change prices for new contracts or renewals.

10. Cross-Brand Application

10.1 Single Framework for All Cosgn Brands

This Part I provides the uniform legal foundation for IHSC and Cashback across the Cosgn ecosystem. Brand specific terms may add clarification but cannot override this Appendix. Marketing pages, plan descriptions, and FAQs are summaries only and, in the event of any conflict, the Cosgn Terms of Service and this Appendix control.

10.2 Cross-Brand Liability Firewall

Use of IHSC with one Cosgn brand does not:

transfer obligations to another brand
create joint or shared liability
authorize cross brand data access for independent marketing
merge accounts, balances, or Cashback Rewards

Cosgn may share operational data internally only for:

security
accounting
fraud prevention
compliance

No brand is liable for another brand IHSC allocations, deliverables, or obligations.

11. Third-Party Services and Dependencies

11.1 Cosgn Third-Party Providers

Cosgn may rely on registrars, cloud providers, app stores, or payment processors. Cosgn is not responsible for:

their outages
their policy changes
their delays or failures

Cosgn will take reasonable steps to mitigate disruption.

11.2 Your Third-Party Tools

If you use outside tools:

you are solely responsible for compliance
IHSC cannot cover third party costs
Cosgn is not liable for data practices of those tools

12. Limitation of Liability and No Guarantees

12.1 No Guarantee of Business Outcomes

Cosgn does not guarantee:

revenue or sales
traffic, ranking, or engagement
approval by app stores, regulators, or platforms

12.2 Liability Limitation

Cosgn liability relating to:

IHSC
Membership Fees
Cashback Rewards
hosting
development

is limited in accordance with the limitation of liability section of the applicable brand specific Terms of Service.

13. Changes to Part I of This Appendix

Cosgn may update Part I of this Appendix to:

reflect legal changes
add new regions or currencies
introduce new brands
modify IHSC or Cashback structures
adjust risk policies

Updates apply to:

new memberships
new IHSC allocations
renewals
material changes

Continued use after the Effective Date constitutes acceptance, except where non waivable law requires otherwise.

14. Survival of Obligations (Part I)

Any IHSC, Membership Fee, or Cashback adjustment obligations that arose before termination or expiry of your membership survive termination and remain enforceable until satisfied, in addition to any survival terms set out in the main Cosgn Terms of Service.

PART II – COSGN ADS AND SEO CREDIT FRAMEWORK (CROSS-BRAND)

1. Definitions

For the purposes of Part II:

“Cosgn” means Cosgn Inc. and any applicable affiliates operating the relevant Cosgn Ads Services.
“Member” or “you” means any person or entity that subscribes to a membership plan that includes access to Cosgn Ads and SEO Credit.
“Ads Credit” or “Cosgn Ads and SEO Credit” means the internal, non transferable, deferred payment advertising and SEO credit limit allocated to you by Cosgn, usable only for Cosgn managed advertising and SEO services.
“Membership Fees” means weekly or monthly fees required to access Cosgn Ads Services, including campaign strategy, SEO services, platform access, and support.
“Domain Custody” means temporary technical and administrative control by Cosgn over domains transferred to Cosgn as a condition of eligibility for Cosgn Ads Services.
“Ad Platforms” means third party advertising platforms such as Google Ads, Meta ads (including Facebook and Instagram), YouTube, and similar services used by Cosgn to deliver campaigns.
“Accounts” means advertising accounts, analytics accounts, and related technical accounts used to deploy or track your campaigns.

2. Nature of Cosgn Ads and SEO Credit

2.1 Not a Loan or Financing Product

Cosgn Ads and SEO Credit is a deferred payment mechanism for Cosgn managed advertising and SEO services. It is:

not a loan
not a line of credit
not financing under consumer credit legislation
not a credit card or revolving credit facility
not subject to interest charges, late fees, or credit checks

No lender borrower, creditor debtor, financial accommodation, or security interest relationship is created by Cosgn Ads and SEO Credit.

2.2 Service Only Application

Ads Credit may only be used for:

paid advertising campaigns set up, managed, and controlled by Cosgn; and
SEO services provided directly by Cosgn.

Ads Credit cannot be:

withdrawn as cash or cash equivalent
transferred, assigned, or sold
used to pay your obligations to any third party vendor or platform
used to repay any other credit, loan, or deferred payment balances (including other Cosgn Credit Programs); or
used outside Cosgn managed campaigns and SEO services

Ads Credit has no cash value outside Cosgn.

3. Eligibility and Domain Custody

3.1 Eligibility Conditions

Eligibility for Cosgn Ads and SEO Credit is determined by Cosgn in its sole discretion and may include conditions such as:

domain transfer to Cosgn controlled infrastructure
completion of onboarding questionnaires
acceptance of scopes, estimates, or Statements of Work
alignment with Cosgn risk and compliance policies

Cosgn may approve, decline, reduce, or discontinue Ads Credit allocations at any time, except where restricted by an existing signed agreement.

3.2 Domain Transfer Requirement

To qualify for Cosgn Ads and SEO Credit, you must:

transfer your primary campaign domain or landing page domain to Cosgn controlled infrastructure; or
obtain and use a domain issued by Cosgn.

Domain Custody enables Cosgn to:

host and secure your landing pages and tracking
manage DNS, SSL, and related technical controls
ensure uptime, performance, and policy compliance
apply consistent campaign structures and measurement

3.3 Ownership of Domains

You remain the beneficial owner of your domain, subject to registrar rules and applicable law. Domain Custody grants Cosgn operational and administrative control for the duration of your use of Cosgn Ads Services and any outstanding Ads Credit, but does not grant Cosgn any ownership interest in your domain.

3.4 Release of Domain Custody

Cosgn will cooperate to release Domain Custody and technical control when:

all Ads Credit balances are repaid in full; and
all Membership Fees and other amounts owing under applicable agreements are settled.

Domain release is also subject to registrar rules, lock periods, and any required verification.

3.5 Suspension for Non Payment or Risk

If Membership Fees or agreed repayments are materially overdue, or if there is fraud, abuse, or material breach of applicable terms, Cosgn may:

suspend or limit access to Cosgn Ads Services
pause campaigns and SEO work
maintain Domain Custody until obligations are resolved
refuse new Ads Credit allocations

Cosgn does not acquire ownership of your business or brand as a result of suspension. Suspension is an operational and risk control measure only.

4. Membership Relationship

4.1 Membership Fees

Membership Fees:

begin on the date specified in your plan, which may be 3 days after signup or as otherwise stated
are payable weekly or monthly, based on your selection at signup
are non refundable, except where non waivable law requires otherwise
do not reduce any Ads Credit balance
are required to maintain access to Cosgn Ads Services and to any new Ads Credit allocations

4.2 Access to Benefits

Active membership is required to access:

Cosgn Ads and SEO Credit
campaign strategy, setup, and optimization
SEO services included in your plan
reporting dashboards and support

If membership is suspended or terminated, Cosgn may suspend or discontinue campaigns, SEO work, and access to any remaining Ads Credit, subject to applicable law and brand specific commitments.

4.3 Continuing Membership After Repayment

After you have repaid all Ads Credit balances in full, you may:

cancel your membership, subject to the Terms of Service; or
keep your membership active and request new Ads Credit allocations for future campaigns, subject to new approvals and updated terms.

4.4 No Setoff or Withholding

You must pay all Membership Fees and other amounts due under Cosgn Ads Services in full, without setoff, counterclaim, or deduction, except to the extent a deduction is required by non waivable law or Cosgn has expressly agreed in writing.

5. Ads Credit Usage and Repayment

5.1 Credit Limits and Monthly Caps

Each plan may specify:

a total Ads Credit limit; and
a monthly usage cap.

Cosgn will not use Ads Credit in excess of the monthly cap, even if remaining credit is available. This pacing is designed to manage risk and campaign performance.

5.2 No Minimum Repayment Requirement

Unless a specific repayment schedule is agreed in writing:

there is no fixed repayment deadline
no minimum monthly repayment is required
you may make lump sum or partial repayments at any time

Membership must remain active while any Ads Credit balance is outstanding.

5.3 Replenishment of Ads Credit

Repayments replenish your available Ads Credit up to the original plan limit, subject to:

Cosgn internal approvals; and
any updated risk or eligibility assessments.

Cosgn is not obligated to extend additional Ads Credit beyond the stated limits or beyond what it determines is appropriate.

5.4 Effect of Membership Fees

Membership Fees:

do not repay or reduce any Ads Credit balance
do not create any ownership or equity interest in Cosgn
are payment for access to Cosgn Ads Services, campaign management, SEO work, and related support only.

5.5 Default and Remedies

If your account is in default under the Cosgn Terms of Service or this Appendix, Cosgn remedies may include, in addition to any other rights described in those documents:

pausing or terminating advertising campaigns and SEO work
removing or disabling access to campaign assets hosted on Cosgn infrastructure
maintaining Domain Custody and delaying domain transfer until all amounts owing are paid
refusing to extend additional Ads Credit limits or allocations
pursuing recovery of unpaid amounts through lawful collection processes

These remedies do not give Cosgn ownership of your business, brand, or products. Use and retention of campaign data and creative assets will be governed by the Cosgn Terms of Service and applicable privacy policy.

6. Ad Platforms, Accounts, and Control

6.1 Ad Platform Accounts

Cosgn may:

run campaigns under Cosgn owned advertising accounts; or
run campaigns under customer linked accounts where appropriate.

In either case, campaign structure, spend pacing, and optimization remain under Cosgn control while Ads Credit is in use.

6.2 Management and Access

While any Ads Credit balance is outstanding, Cosgn may maintain administrative access to relevant advertising, analytics, or tracking Accounts for the sole purpose of:

campaign deployment
performance monitoring and optimization
compliance with platform and legal rules
security and fraud prevention

Cosgn does not use these Accounts for unrelated commercial purposes beyond what is described in the applicable privacy policy and terms.

6.3 No DIY Management

Unless explicitly stated in a written agreement, Ads Credit can only be used for campaigns that are managed by Cosgn. Cosgn is not obligated to support self managed or partially managed campaigns under this program.

7. Third-Party Platforms and Dependencies

7.1 Third-Party Control

Ad Platforms and related third party services are not controlled by Cosgn. Cosgn is not responsible for:

outages, suspensions, or errors on third party platforms
changes in third party policies, algorithms, or approval rules
delays or rejections by Ad Platforms

Cosgn will act reasonably to mitigate disruptions where feasible, but cannot guarantee continued access or performance.

7.2 Prohibited Content and Compliance

Cosgn will not use Ads Credit to promote:

adult content
illegal products or services
weapons, hate, or extremist content
material that violates Ad Platform policies or applicable law

You are responsible for ensuring that your products and services are lawful and compliant. Cosgn may refuse or terminate campaigns that it reasonably believes present legal, reputational, or platform compliance risk.

8. Restrictions and Prohibited Uses

Ads Credit:

cannot be converted to cash or equivalent
cannot be transferred, assigned, or sold to another person or entity
cannot be pledged or used as collateral
cannot be used to pay Membership Fees or other obligations not expressly covered by this Appendix

Any attempt to circumvent these restrictions is a material breach of this Appendix and the Terms of Service.

9. Multi-Currency Pricing

9.1 Local Currency

Cosgn may display and charge Membership Fees and Ads Credit amounts in local currencies such as:

Numeric values may be aligned across currencies, with only the symbol changing, as described in the applicable pricing pages.

9.2 Fixed Currency Per Contract

For each contract:

the billing currency is set at signup
you will not be billed in a foreign currency for that contract
Cosgn is not responsible for foreign exchange or conversion charges applied by your bank or payment provider

Cosgn may update pricing and structures for new contracts, renewals, or plan changes.

10. Limitation of Liability and No Guarantees

10.1 No Guarantee of Results

Cosgn does not guarantee:

any particular return on ad spend
sales, revenue, profit, or lead volume
search engine ranking or traffic
any approval, uptime, or performance from Ad Platforms

All campaigns and SEO work are best efforts and subject to market, competition, platform, and budget constraints.

10.2 Liability Limitation

Cosgn liability relating to:

Ads Credit
Membership Fees
campaigns and SEO services under this Part II

is limited in accordance with the limitation of liability section of the applicable brand specific Terms of Service. All disclaimers, exclusions, and caps in those Terms apply in full to Cosgn Ads Services.

11. Cross-Brand Application and Data Use

11.1 Cross-Brand Framework

This Part II is intended as a shared framework for Cosgn Ads and SEO Credit across present and future Cosgn brands that adopt it. Brand specific pages may reference this Appendix, restate or summarize parts of it, and add product specific conditions such as plan names and feature sets. Marketing pages, plan descriptions, and FAQs are summaries only and, in the event of any conflict, the Cosgn Terms of Service and this Appendix control.

11.2 No Cross-Brand Marketing by Default

Unless explicitly authorized in the applicable privacy policy or your written agreements:

usage of Ads Credit with one brand does not automatically authorize another Cosgn brand to market to you independently
operational data may still be shared within Cosgn for security, accounting, fraud prevention, and compliance purposes

11.3 Cross-Brand Liability Firewall

Use of Ads Credit with one Cosgn brand does not:

transfer obligations to any other Cosgn brand
create joint or shared liability between brands
merge accounts, balances, or Ads Credit limits across brands

No Cosgn brand is liable for another brand Ads Credit allocations, campaigns, or obligations, except to the extent required by non waivable law.

12. Changes to Part II of This Appendix

Cosgn may update Part II of this Appendix to reflect:

changes in law or regulatory guidance
changes in Cosgn Ads Services
the introduction of new regions, currencies, or brands
modifications to Ads Credit structures or risk policies

The updated version applies to:

new memberships
new Ads Credit allocations
renewals or material changes to existing memberships after reasonable notice

except where non waivable law requires otherwise.

Continued use of Cosgn Ads Services that reference this Appendix after the Effective Date of an update constitutes your acceptance of the updated Part II, unless a separate written agreement states otherwise.

13. Survival of Obligations (Part II)

Any Ads Credit and related Membership Fee obligations that arose before termination or expiry of your membership survive termination and remain enforceable until satisfied, in addition to any survival terms set out in the main Cosgn Terms of Service.

GLOBAL CLAUSE – PAYMENT APPLICATION (COSGN RIGHTS)

To the extent permitted by applicable law, Cosgn may apply any amounts you pay to Cosgn to any outstanding fees, charges, or balances you owe under any Cosgn Credit Program or other Cosgn services, in such order and priority as Cosgn reasonably determines, regardless of any contrary direction or notation by you, unless non-waivable law requires otherwise.