Terms of Service

These terms govern your use of Cograph's platform and services. Please read them carefully before using our services.

Last updated: January 15, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Cograph, Inc. ("Cograph," "we," "us," or "our") governing your access to and use of our offboarding intelligence platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

  • "Account" means the account you create to access and use the Services.
  • "Authorized Users" means individuals authorized by you to use the Services under your Account.
  • "Customer Data" means all data, including personal data, that you or your Authorized Users submit to the Services.
  • "Documentation" means the user guides, help documentation, and other materials we provide describing the Services.
  • "Order Form" means an ordering document specifying the Services you are purchasing, including any addenda and supplements.
  • "Subscription Term" means the period during which you have agreed to subscribe to the Services.

3. Access and Use Rights

3.1 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for your internal business purposes.

3.2 User Accounts

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

  • Create accounts only for individuals authorized to use the Services
  • Notify us immediately of any unauthorized use of your Account
  • Ensure that all Authorized Users comply with these Terms
  • Maintain accurate, current, and complete Account information

3.3 Usage Restrictions

You agree not to:

  • Use the Services in violation of any applicable law or regulation
  • Share Account credentials or allow unauthorized access to the Services
  • Reverse engineer, decompile, or disassemble any part of the Services
  • Copy, modify, or create derivative works based on the Services
  • Remove or alter any proprietary notices or labels on the Services
  • Use the Services to develop a competing product or service
  • Interfere with or disrupt the integrity or performance of the Services
  • Attempt to gain unauthorized access to any systems or networks
  • Use the Services for employee surveillance beyond the stated offboarding purposes
  • Process data for purposes other than legitimate offboarding and knowledge transfer

4. Customer Data

4.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. We do not claim any ownership rights to Customer Data.

4.2 License to Cograph

You grant us a limited, worldwide, royalty-free license to use, process, and display Customer Data solely as necessary to provide and improve the Services. This license ends when you delete Customer Data or terminate your Account.

4.3 Data Processing

To the extent we process personal data on your behalf, we act as a data processor. Our processing activities are governed by our Data Processing Agreement, which is incorporated into these Terms by reference.

4.4 Customer Responsibilities

You are responsible for:

  • The accuracy and legality of Customer Data submitted to the Services
  • Obtaining necessary consents and providing required notices to individuals whose data is processed
  • Ensuring your use of the Services complies with applicable privacy laws
  • Configuring appropriate access controls within the Services
  • Backing up Customer Data as needed

5. Third-Party Integrations

5.1 Connected Services

The Services allow you to connect third-party applications (such as Google Workspace, Slack, and GitHub). When you enable an integration:

  • You authorize us to access data from these services as permitted by your integration settings
  • You are responsible for your agreements with these third-party providers
  • Third-party services are governed by their own terms and privacy policies

5.2 Integration Availability

Third-party integrations may be modified, suspended, or discontinued by the third-party provider at any time. We are not responsible for the availability or functionality of third-party services.

6. Fees and Payment

6.1 Subscription Fees

You agree to pay all fees specified in your Order Form. Fees are based on the Services purchased and are not contingent on actual usage.

6.2 Payment Terms

  • Fees are invoiced in advance on a monthly or annual basis depending on your plan
  • Payment is due within 30 days of invoice date unless otherwise specified
  • All fees are non-refundable except as expressly stated in these Terms
  • We may suspend access to the Services if payment is overdue by more than 30 days

6.3 Taxes

Fees do not include taxes. You are responsible for all applicable taxes, excluding taxes based on our net income.

6.4 Price Changes

We may change our prices with 30 days' notice. Price changes will take effect at the start of your next Subscription Term.

7. Intellectual Property

7.1 Cograph IP

Cograph and its licensors own all intellectual property rights in the Services, including software, algorithms, documentation, designs, and trademarks. These Terms do not grant you any rights to use our trademarks or branding.

7.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

7.3 Aggregated Data

We may collect and use aggregated, anonymized data derived from your use of the Services for analytics, benchmarking, and product improvement purposes. This data will not identify you or any individual.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential. Your Customer Data is your Confidential Information.

8.2 Protection

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information; (b) not disclose Confidential Information to third parties except as permitted; and (c) use Confidential Information only to exercise rights and perform obligations under these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was known prior to disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • The Services will perform materially in accordance with the Documentation
  • We will use commercially reasonable efforts to maintain service availability
  • We have implemented appropriate security measures as described in our Security documentation

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that: (a) the Services will be error-free or uninterrupted; (b) the Services will meet your specific requirements; or (c) all errors will be corrected.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF THESE TERMS.

10.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

These limitations do not apply to: (a) your payment obligations; (b) either party's breach of confidentiality obligations; (c) either party's indemnification obligations; or (d) violations of the other party's intellectual property rights.

11. Indemnification

11.1 Your Indemnification

You will indemnify, defend, and hold harmless Cograph from any claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your Customer Data; or (c) your violation of applicable law.

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from any third-party claims alleging that the Services infringe their intellectual property rights, provided you: (a) promptly notify us; (b) give us control of the defense; and (c) cooperate with our defense.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated. Your Subscription Term is specified in your Order Form.

12.2 Termination for Cause

Either party may terminate these Terms if:

  • The other party materially breaches these Terms and fails to cure within 30 days of written notice
  • The other party becomes insolvent or files for bankruptcy

12.3 Termination for Convenience

You may terminate your subscription at any time by providing notice through your Account settings. Termination will be effective at the end of your current Subscription Term.

12.4 Effect of Termination

Upon termination:

  • Your right to access the Services will immediately end
  • You may export your Customer Data for 30 days after termination
  • We will delete your Customer Data within 90 days unless legally required to retain it
  • Provisions that should survive termination will remain in effect

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles. Any disputes will be resolved in the state or federal courts located in DeKalb County, Georgia.

13.2 Entire Agreement

These Terms, together with any Order Forms, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

13.3 Amendments

We may modify these Terms by posting updated terms on our website. Material changes will be notified via email. Your continued use of the Services after changes take effect constitutes acceptance.

13.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all our assets.

13.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

13.6 Waiver

Our failure to enforce any right under these Terms does not constitute a waiver of that right.

13.7 Notices

Notices to you will be sent to your Account email address. Notices to us should be sent to: legal@getmeridian.net

13.8 Force Majeure

Neither party will be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, war, terrorism, or internet service provider failures.

14. Contact Us

If you have questions about these Terms, please contact us:

Email: legal@getmeridian.net