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Coglyph, Inc. Terms of Use

Effective as of June 6, 2026

These Terms of Use govern your access to and use of the websites, applications, software, document-processing tools, generated documents, account features, billing features, support services, and related services provided by Coglyph, Inc. (“Coglyph,” “Company,” “we,” “us,” or “our”), including the online platform known as Mattedraft, available at https://mattedraft.com and any related Coglyph websites or services that link to these Terms of Use.

“Service” means Mattedraft and all related websites, applications, software, workflows, document-processing systems, account features, generated outputs, subscription features, support services, and related services provided by Coglyph. “Site” means the websites through which the Service is accessed. “You” means the individual accessing or using the Service. If you access or use the Service on behalf of a company, firm, organization, or other entity, “you” also means that entity, and you represent that you have authority to bind that entity to these Terms of Use.

By accessing or using the Service, creating an account, uploading content, generating an output, purchasing a subscription, or clicking to accept these Terms of Use, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Service.

Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Service.

PRIVACY POLICY

Our Privacy Policy, available at https://mattedraft.com/privacy, explains how we collect, use, disclose, retain, and protect information in connection with the Service. The Privacy Policy is incorporated into these Terms of Use by reference. By accessing or using the Service, you acknowledge that you have reviewed the Privacy Policy.

ABOUT THE SERVICE

The Service allows users to create accounts, upload PDFs and related project materials, process and analyze uploaded materials, generate PDFs and other outputs, manage projects, access subscription features, and use related tools provided by Coglyph.

The Service may use automated processing, artificial intelligence, machine learning, optical character recognition, document parsing, extraction systems, templates, rules, and other software-based workflows to analyze Customer Content and generate Outputs. Outputs may contain errors, omissions, inaccuracies, formatting defects, code-compliance issues, or other defects. You are solely responsible for reviewing and validating all Outputs before using or relying on them.

PROFESSIONAL RESPONSIBILITY; NO PROFESSIONAL ADVICE

Coglyph is not an architect, engineer, contractor, attorney, code consultant, permitting authority, or licensed professional adviser. The Service and any Outputs are provided as drafting, productivity, document-processing, and informational tools only. The Service does not provide architectural, engineering, legal, construction, safety, permitting, code-compliance, or professional advice.

You are solely responsible for determining whether any Output is accurate, complete, lawful, code-compliant, suitable for your project, suitable for submission to any authority, suitable for construction, or suitable for any professional, commercial, regulatory, or operational use. You must obtain review and approval from appropriately licensed professionals where required by law, contract, professional standards, or project requirements.

REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE

You must be at least 18 years old and located in the United States to register for or use the Service. You may not use the Service if you are prohibited from doing so under applicable law, including U.S. export control laws, sanctions laws, or other legal restrictions.

To use certain features of the Service, you must create an account. You agree to provide accurate, complete, and current account information and to promptly update that information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You may not share your account credentials, allow unauthorized users to access your account, or use another person’s account without permission. You must promptly notify us at info@mattedraft.com if you believe your account credentials have been compromised or your account has been accessed without authorization.

If you use the Service on behalf of a company, firm, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms of Use. That entity is responsible for all activity by its users, employees, contractors, administrators, and other authorized users who access the Service through or for that entity.

USE RESTRICTIONS

Subject to these Terms of Use and your applicable subscription plan, Coglyph grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for your internal business or personal purposes.

You agree that you will not, and will not permit any other person to:

  • use the Service for any unlawful, fraudulent, deceptive, infringing, harmful, or unauthorized purpose;
  • access or use the Service except as permitted by these Terms of Use, the normal functionality of the Service, and your applicable subscription plan;
  • sell, resell, license, sublicense, distribute, rent, lease, provide, outsource, time-share, or otherwise commercially exploit the Service for the benefit of any third party unless Coglyph expressly authorizes you to do so in writing;
  • use the Service to provide a service bureau, managed service, white-label service, or competing product or service;
  • copy, modify, adapt, translate, reverse engineer, decompile, disassemble, reconstruct, or attempt to derive source code, prompts, models, workflows, algorithms, schemas, templates, or non-public systems used in the Service, except to the extent such restriction is prohibited by applicable law;
  • interfere with, disrupt, overload, degrade, or impair the Service or any servers, networks, systems, accounts, or data connected to the Service;
  • circumvent or attempt to circumvent any usage limit, entitlement, access control, authentication measure, security feature, billing system, subscription restriction, rate limit, or technical protection measure;
  • use bots, scrapers, spiders, crawlers, automated scripts, or other automated means to access the Service, extract data, create accounts, submit requests, or generate Outputs, except through interfaces expressly authorized by Coglyph;
  • collect, harvest, scrape, or otherwise obtain personal information, account information, Customer Content, Outputs, or other data from the Service except as permitted by the Service’s normal functionality;
  • upload, transmit, link to, or distribute malware, malicious PDFs, exploit payloads, corrupted files, code, scripts, or other materials intended to damage, disrupt, compromise, or gain unauthorized access to any system or data;
  • probe, scan, penetration test, vulnerability test, or benchmark the Service without Coglyph’s prior written authorization;
  • use another user’s account without permission or intentionally allow another person to access your account without authorization;
  • provide false, misleading, incomplete, or inaccurate information when registering, purchasing a subscription, submitting payment information, or using the Service;
  • upload, submit, process, or generate content that infringes, misappropriates, or violates any intellectual property, privacy, publicity, confidentiality, contractual, or other rights of any third party;
  • upload or process sensitive regulated information, including protected health information, payment card data, government identifiers, or other highly sensitive information, unless Coglyph has expressly agreed in writing that the Service may be used for that category of information;
  • use the Service or Outputs to make final professional, construction, engineering, architectural, permitting, safety, legal, or code-compliance decisions without appropriate independent review by qualified professionals;
  • use the Service to develop, train, evaluate, benchmark, or improve a competing product or service;
  • remove, obscure, or alter any proprietary notices, attribution, or legal notices in the Service; or
  • encourage, assist, or enable any other person to do any of the foregoing.

Coglyph may investigate suspected violations of this section and may suspend or terminate access to the Service where Coglyph reasonably believes a violation has occurred or may occur.

CUSTOMER CONTENT; OUTPUTS; RESPONSIBILITY

“Customer Content” means any content, files, documents, PDFs, drawings, specifications, prompts, instructions, project information, account information, comments, metadata, text, images, data, or other materials that you upload, submit, transmit, store, process, or otherwise make available through the Service.

“Output” means any document, PDF, specification, analysis, extraction, summary, response, recommendation, structured data, or other content generated, produced, or made available by the Service based on or in connection with Customer Content or your use of the Service.

As between you and Coglyph, you retain all ownership rights in your Customer Content. You are solely responsible for your Customer Content, including its accuracy, legality, completeness, quality, and suitability for use with the Service. You represent and warrant that you have all rights, licenses, consents, permissions, and authority necessary to upload, submit, process, and use your Customer Content with the Service and to permit Coglyph to process your Customer Content as described in these Terms of Use and the Privacy Policy.

Subject to your compliance with these Terms of Use and applicable law, and as between you and Coglyph, you own the Output generated for you by the Service to the extent permitted by applicable law. Coglyph does not represent or warrant that any Output is protectable by copyright, does not infringe third-party rights, is unique, is accurate, is complete, is code-compliant, is suitable for construction, is suitable for submission to any authority, or is suitable for any specific professional, commercial, legal, regulatory, or operational purpose.

You are solely responsible for reviewing, validating, modifying, approving, rejecting, and using any Output. You must not rely on Output as a substitute for independent professional judgment, licensed professional review, legal review, code review, permitting review, construction review, or your own review of the source materials.

Coglyph does not make your Customer Content available to other users except as directed by you, as enabled by features you use, as necessary to provide the Service, as described in the Privacy Policy, as required by law, or as necessary to protect the Service, Coglyph, users, or third parties.

Coglyph may remove, disable access to, or refuse to process Customer Content or Output if Coglyph reasonably believes that it violates these Terms of Use, may violate applicable law, may infringe third-party rights, may create security risk, may create operational risk, or may expose Coglyph, users, or third parties to liability.

LIMITED LICENSE TO CUSTOMER CONTENT

You grant Coglyph a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, analyze, modify, and create derivative works from Customer Content solely as necessary to provide, maintain, secure, troubleshoot, support, improve, and operate the Service; generate Outputs; comply with applicable law; enforce these Terms of Use; and protect the Service, Coglyph, users, and third parties.

This license does not give Coglyph ownership of your Customer Content. Coglyph will not sell your Customer Content. Coglyph will not use Customer Content to train third-party foundation models unless you expressly authorize that use or unless a separate written agreement states otherwise.

If you submit suggestions, comments, ideas, enhancement requests, recommendations, or other feedback about the Service (“Feedback”), you grant Coglyph a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, disclose, and otherwise exploit the Feedback without restriction or compensation to you.

CONFIDENTIALITY

Coglyph will treat non-public Customer Content as confidential and will use commercially reasonable measures designed to protect non-public Customer Content from unauthorized access, use, or disclosure.

Coglyph may access, use, process, or disclose non-public Customer Content as necessary to provide, maintain, secure, troubleshoot, support, improve, and operate the Service; comply with applicable law; respond to legal process; enforce these Terms of Use; investigate abuse, fraud, security incidents, or technical issues; or protect Coglyph, users, the Service, or third parties.

You are responsible for ensuring that you have authority to upload and process any confidential, proprietary, or third-party materials through the Service. You must not upload or process confidential third-party materials unless you have all rights, permissions, and authority required to do so.

OUTPUT AND CONTENT DISCLAIMER

The Service may generate Outputs using automated systems. Outputs may be inaccurate, incomplete, inconsistent, duplicative, outdated, noncompliant, unsafe, unsuitable, or otherwise defective. Coglyph does not independently verify Customer Content or Outputs and does not guarantee that the Service will identify all relevant information, produce complete specifications, detect conflicts, interpret drawings correctly, preserve formatting, or generate documents suitable for any particular use.

You are responsible for all decisions, actions, submissions, filings, construction activities, professional judgments, communications, and business activities based on or relating to Customer Content, Outputs, or your use of the Service. You must independently review all Outputs before using, distributing, submitting, publishing, or relying on them.

You acknowledge that, due to the nature of automated and AI-assisted systems, the Service may generate the same or similar outputs for other users. Nothing in these Terms prevents Coglyph from providing the same or similar functionality, templates, structures, or generalized outputs to other users, provided that Coglyph does not disclose your non-public Customer Content except as permitted by these Terms or the Privacy Policy.

Coglyph may, but has no obligation to, monitor, review, scan, remove, disable, or restrict access to Customer Content, Outputs, accounts, or activity for security, legal, compliance, support, operational, or abuse-prevention purposes. Unauthorized use of the Service may result in suspension, termination, civil liability, criminal liability, or referral to law enforcement where appropriate. If you become aware of misuse of the Service or a violation of these Terms of Use, contact us at info@mattedraft.com.

THIRD-PARTY SERVICES AND MATERIALS

The Service may include, use, rely on, link to, or interoperate with third-party websites, applications, software, infrastructure, hosting providers, payment processors, artificial intelligence providers, document-processing providers, analytics providers, communication tools, integrations, content, data, or services (“Third-Party Services”).

Coglyph does not control Third-Party Services and is not responsible for Third-Party Services, including their availability, security, accuracy, functionality, content, terms, privacy practices, or data practices. Your use of Third-Party Services may be subject to separate terms, policies, and fees imposed by the applicable third party.

Coglyph may modify, suspend, discontinue, replace, limit, or remove any part of the Service at any time, including features, workflows, models, templates, integrations, subscription plans, usage limits, and availability. Coglyph does not guarantee that any feature, Output, Customer Content, or account functionality will remain available indefinitely.

Links to or integrations with Third-Party Services do not imply Coglyph’s endorsement, sponsorship, or approval. You access and use Third-Party Services at your own risk.

COPYRIGHT COMPLAINTS AND DMCA AGENT

Coglyph respects the intellectual property rights of others and requires users of the Service to do the same.

Repeat infringer policy. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”), Coglyph has adopted and reasonably implements a policy that provides for the termination, in appropriate circumstances, of accounts of users who are repeat infringers. Coglyph may also remove or disable access to allegedly infringing material and may terminate or suspend access to the Service where Coglyph reasonably believes a user has infringed intellectual property rights or violated these Terms of Use.

DMCA notices. If you are a copyright owner or an authorized agent and believe that material available through the Service infringes your copyright, you may submit a written DMCA notice to Coglyph’s designated copyright agent containing the following information:

  • your physical or electronic signature, or the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notice, a representative list of those works;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Coglyph to locate the material;
  • information reasonably sufficient to permit Coglyph to contact you, such as your name, address, telephone number, and email address;
  • a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law; and
  • a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DMCA notices should be sent to:

Coglyph, Inc.
Attn: DMCA-1073862
11341 National Blvd #1153
Los Angeles, CA 90064
United States
Email: info@mattedraft.com

Counter-notices. If material you submitted through the Service was removed or disabled in response to a DMCA notice and you believe the material was removed or disabled by mistake or misidentification, you may submit a written counter-notice to Coglyph’s designated copyright agent containing the following information:

  • your physical or electronic signature;
  • identification of the material that was removed or disabled and the location at which the material appeared before it was removed or disabled;
  • a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
  • your name, address, telephone number, and email address; and
  • a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside the United States, for any judicial district in which Coglyph may be found, and that you will accept service of process from the person who provided the DMCA notice or that person’s agent.

If Coglyph receives a valid counter-notice, Coglyph may forward it to the party who submitted the original DMCA notice. Unless the copyright owner files an action seeking a court order against the user who provided the material, Coglyph may restore the removed or disabled material in accordance with the DMCA.

This section is intended to comply with 17 U.S.C. § 512 and does not limit any rights, remedies, or defenses available under applicable law.

INTELLECTUAL PROPERTY

Coglyph and its licensors own and retain all right, title, and interest in and to the Service, including all software, code, systems, technology, workflows, prompts, models, templates, schemas, algorithms, interfaces, designs, documentation, trademarks, service marks, trade names, logos, domain names, and other intellectual property and proprietary rights related to the Service.

Except for the limited rights expressly granted to you in these Terms of Use, Coglyph does not grant you any right, title, or interest in or to the Service or Coglyph’s intellectual property. All rights not expressly granted are reserved by Coglyph.

As between you and Coglyph, you retain ownership of Customer Content and, subject to applicable law and third-party rights, own Outputs generated for you by the Service as described in these Terms of Use. Nothing in these Terms of Use transfers ownership of Coglyph’s Service, technology, templates, workflows, prompts, models, systems, or platform improvements to you.

Other product, service, and company names mentioned through the Service may be trademarks of their respective owners.

LEGAL NOTICES TO COGLYPH

Except for DMCA notices, which must be sent to the designated copyright agent identified in these Terms of Use, legal notices to Coglyph must be sent by email to info@mattedraft.com and by mail or nationally recognized courier to:

Coglyph, Inc.
11341 National Blvd #1153
Los Angeles, CA 90064
United States

Routine support requests, product feedback, account communications, and messages sent through the Service do not constitute legal notice unless these Terms of Use or applicable law expressly provide otherwise.

FEES; SUBSCRIPTIONS; CANCELLATION; REFUNDS

Certain features of the Service may require payment of fees or purchase of a subscription plan. By purchasing a subscription or paid feature, you agree to pay all applicable fees, taxes, and charges according to the pricing, billing frequency, plan limits, and payment terms presented to you at the time of purchase.

Billing authorization: By providing a payment method and purchasing a subscription, you authorize Coglyph and its payment processor to charge your payment method for all applicable fees, taxes, renewals, upgrades, plan changes, usage-based charges, and other charges associated with your account and subscription.

Automatic renewal: Unless you cancel before the end of the then-current billing period, your subscription will automatically renew for additional billing periods at the then-current price and billing frequency disclosed to you, and you authorize Coglyph and its payment processor to charge your payment method on a recurring basis. We will present automatic-renewal terms, cancellation instructions, renewal periods, billing frequency, applicable prices, and any trial or promotional conversion terms at checkout or before purchase, and we may retain records of your affirmative consent to those terms as required by applicable law.

Cancellation: You may cancel your subscription through your account settings or any other cancellation method made available by Coglyph. Cancellation takes effect at the end of the then-current billing period unless Coglyph states otherwise. After cancellation, you may continue to access paid features until the end of the paid billing period, subject to these Terms of Use and your plan limits.

No refunds unless stated: Except as expressly required by applicable law or expressly stated by Coglyph in writing, payments are non-refundable and Coglyph does not provide refunds or credits for partial billing periods, unused features, unused generation capacity, plan downgrades, or periods in which you do not use the Service.

Failed payments: If your payment method fails or your account becomes past due, Coglyph may retry the payment method, request updated payment information, suspend or limit your access to paid features, downgrade your account, or terminate your subscription.

Plan changes: If you upgrade, downgrade, or otherwise change your subscription plan, Coglyph may charge or credit your account according to the terms presented at the time of the plan change. Downgrades may result in loss of access to features, capacity, usage limits, Customer Content, Outputs, or account functionality.

Taxes: Fees are exclusive of taxes unless otherwise stated. You are responsible for all applicable taxes, duties, levies, and governmental assessments, excluding taxes based on Coglyph’s net income.

Free trials and promotional offers: Coglyph may offer free trials, free generations, discounts, credits, or promotional offers. Coglyph may modify or terminate such offers at any time. If a free trial converts to a paid subscription, Coglyph will disclose the applicable terms before charging you, and you authorize Coglyph and its payment processor to charge your payment method unless you cancel before the trial ends.

Automatic-renewal disclosures: Where required by law, Coglyph will provide automatic-renewal terms, cancellation instructions, renewal notices, acknowledgments, price-change notices, and other disclosures in the manner required by applicable law. You are responsible for maintaining accurate account and billing contact information.

ELECTRONIC COMMUNICATIONS

You consent to receive communications from Coglyph electronically, including by email, account notice, dashboard notice, in-product message, or posting through the Service. Electronic communications may include legal notices, account notices, billing notices, subscription notices, security notices, support messages, product notices, and other communications related to the Service. You agree that electronic communications satisfy any legal requirement that such communications be in writing, except where applicable law requires a different method.

Coglyph may send you marketing communications where permitted by law. You may opt out of marketing emails by using the unsubscribe link included in those emails or by contacting info@mattedraft.com. Opting out of marketing communications does not opt you out of transactional, account, billing, legal, security, or service-related communications.

WARRANTY DISCLAIMER

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGLYPH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COGLYPH DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, ERROR-FREE, SECURE, RELIABLE, CURRENT, CODE-COMPLIANT, CONSTRUCTION-READY, PERMIT-READY, SUITABLE FOR ANY PROJECT, OR FREE FROM LOSS, CORRUPTION, HARMFUL COMPONENTS, OR UNAUTHORIZED ACCESS. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE, CUSTOMER CONTENT, OUTPUTS, AND ANY FILES, INFORMATION, OR MATERIALS OBTAINED THROUGH THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGLYPH AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, AND PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, CUSTOMER CONTENT, OUTPUTS, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICE, CUSTOMER CONTENT, OUTPUTS, THIRD-PARTY SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF COGLYPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGLYPH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICE, CUSTOMER CONTENT, OUTPUTS, THIRD-PARTY SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO COGLYPH FOR THE SERVICE IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Coglyph and its affiliates, directors, officers, employees, agents, licensors, service providers, and partners from and against any claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • your access to or use of the Service;
  • your Customer Content or Outputs;
  • your violation of these Terms of Use;
  • your violation of applicable law;
  • your violation, infringement, or misappropriation of any intellectual property, privacy, publicity, confidentiality, contractual, or other rights of any third party;
  • your professional, commercial, regulatory, permitting, construction, or operational use of or reliance on any Output;
  • any allegation that Customer Content or your use of Output caused harm to a third party; or
  • the acts or omissions of any person who accesses the Service through your account or on your behalf.

Coglyph reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Coglyph’s defense of that matter. You may not settle any indemnified claim without Coglyph’s prior written consent.

SUSPENSION AND TERMINATION

You may stop using the Service at any time. You may cancel any paid subscription as described in the “Fees; Subscriptions; Cancellation; Refunds” section.

Coglyph may suspend, limit, or terminate your access to the Service, in whole or in part, at any time if Coglyph reasonably believes that:

  • you have violated these Terms of Use;
  • your account presents a security, legal, operational, reputational, or financial risk;
  • your payment method fails or your account is past due;
  • your use of the Service may infringe or violate third-party rights;
  • your use of the Service may violate applicable law;
  • your use of the Service may harm Coglyph, users, third parties, systems, networks, or data;
  • suspension is necessary to respond to legal process, law enforcement, or governmental request; or
  • Coglyph discontinues the Service or any material part of it.

Upon termination of your account, your right to access and use the Service will cease. Coglyph may delete, retain, or restrict access to Customer Content and Outputs in accordance with these Terms of Use, the Privacy Policy, applicable law, and Coglyph’s data-retention practices.

Any provisions that by their nature should survive termination will survive, including provisions relating to ownership, licenses, confidentiality, fees owed, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

MODIFICATION OF TERMS OF USE

Coglyph may modify these Terms of Use from time to time. If Coglyph makes material changes, Coglyph will provide notice by posting the updated Terms of Use through the Service, sending notice to the email address associated with your account, presenting notice in-product, or using another reasonable method.

Updated Terms of Use will become effective on the effective date stated in the updated version. Your continued access to or use of the Service after the updated Terms of Use become effective constitutes your acceptance of the updated Terms of Use. If you do not agree to the updated Terms of Use, you must stop using the Service and, if applicable, cancel your subscription.

Coglyph may require affirmative acceptance of updated Terms of Use before allowing continued access to the Service. No waiver or modification of these Terms of Use will be effective unless in writing and accepted by Coglyph.

GENERAL TERMS

Governing law: These Terms of Use and any dispute arising out of or relating to these Terms of Use or the Service are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that federal law will govern where applicable.

Venue: Subject to any mandatory rights you may have under applicable law, the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms of Use or the Service, and you and Coglyph consent to personal jurisdiction and venue in those courts. To the maximum extent permitted by applicable law, you and Coglyph knowingly and voluntarily waive any right to a trial by jury in any action or proceeding arising out of or relating to these Terms of Use or the Service.

Assignment: You may not assign or delegate these Terms of Use or any rights or obligations under these Terms of Use without Coglyph’s prior written consent. Any attempted assignment or delegation in violation of this section is void. Coglyph may assign or delegate these Terms of Use, in whole or in part, without your consent, including in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or by operation of law.

Severability: If any provision of these Terms of Use is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No waiver: Coglyph’s failure to enforce any provision of these Terms of Use will not be a waiver of that provision or any other provision. Any waiver must be in writing and signed by Coglyph.

Force majeure: Coglyph will not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, government action, internet or telecommunications failures, third-party service failures, power failures, supply-chain disruptions, security incidents, or other events beyond Coglyph’s reasonable control.

No third-party beneficiaries: These Terms of Use do not create any third-party beneficiary rights except as expressly stated.

Order of precedence: If you enter into a separate written agreement with Coglyph that expressly governs your use of the Service, that agreement will control to the extent of any conflict with these Terms of Use. Otherwise, these Terms of Use, together with the Privacy Policy and any plan-specific terms presented to you, constitute the entire agreement between you and Coglyph regarding the Service.

Claim limitation: To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms of Use or the Service must be filed within one year after the claim or cause of action accrues, or it will be permanently barred.

FINAL ACKNOWLEDGEMENT

BY ACCESSING OR USING THE SERVICE, CREATING AN ACCOUNT, UPLOADING CUSTOMER CONTENT, GENERATING OUTPUTS, PURCHASING A SUBSCRIPTION, OR CLICKING TO ACCEPT THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY AVAILABLE AT https://mattedraft.com/privacy.