This Master Cloud Services Agreement (“MCSA”) is entered into between QUANT-DATA & AI PTE. LTD., operating under the brand name Cogrion (“Cogrion”), and the customer identified in an Order (“Customer”). This MCSA governs Customer’s access to and use of the Cogrion Services.
If you enter into this MCSA on behalf of a company or another legal entity, you represent that you have authority to bind that entity. In that case, “Customer” refers to that entity.
The effective date of this MCSA for a Customer is the effective date of the first Order that references or incorporates this MCSA. Capitalised terms not defined on this page have the meanings assigned to them in the applicable Order or other documents forming part of the Agreement.
By executing an Order that references this MCSA, including an applicable AWS Marketplace private offer, Customer agrees to be bound by this MCSA.
1. Cogrion Services
Cogrion will make the Services described in the applicable Order available to Customer during the subscription term in accordance with this MCSA, the applicable Order and the Documentation. Customer may access and use the Services solely for its internal business purposes and only as permitted by the Agreement.
Where an Order provides for deployment within Customer’s own cloud account, Cogrion will provision and operate the Services in accordance with the agreed deployment architecture, cloud region and security model. Cogrion may update, enhance or modify the Services from time to time, provided that Cogrion will not materially reduce the core functionality of a Service during the subscription term for which Customer has paid.
1.1 Documentation and service scope
The Documentation describes the current features and intended operation of the Services. Any feature, connector, model or capability not described in an Order or the Documentation is provided, if at all, on an “as available” basis and may be changed or withdrawn without liability to Customer.
2. Customer Responsibilities and Acceptable Use
Customer is responsible for its Users’ use of the Services and for compliance with the Agreement. Customer will obtain and maintain all rights, consents and permissions necessary for Cogrion to process Customer Data in connection with the Services.
Customer will not, and will not permit any User or third party to: (a) use the Services in violation of applicable law or any third-party rights; (b) reverse engineer, decompile or attempt to derive source code from the Services except to the extent permitted by law; (c) resell, sublicense or make the Services available to any third party except as expressly permitted in the Agreement; or (d) interfere with or disrupt the integrity or performance of the Services.
Customer is responsible for maintaining the confidentiality of its access credentials and for all activity occurring under its accounts. Customer will promptly notify Cogrion of any unauthorised use of, or access to, the Services of which it becomes aware.
3. Artificial Intelligence Features
Certain Services include artificial intelligence or machine-learning features (“AI Features”). Customer’s use of AI Features is subject to the Agreement and any additional AI-specific terms or Documentation made available by Cogrion.
Customer is responsible for evaluating the suitability of AI Feature outputs for its intended use. AI Features may produce outputs that are inaccurate, incomplete or otherwise not suitable for a particular purpose, and Customer will not rely on such outputs as a sole basis for decisions that require human review, professional advice or legal, medical or financial judgement.
Unless expressly stated otherwise in an Order, Cogrion will not use Customer Data submitted to AI Features to train foundation models made generally available to other customers.
4. Data Protection and Security
Cogrion will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration or disclosure, consistent with the security commitments described in the applicable Order or any Security Addendum incorporated by the parties.
Where Cogrion processes personal data on behalf of Customer, the parties will comply with the applicable data protection terms, including any Data Processing Addendum agreed between them. Customer is the controller and Cogrion the processor of such personal data, unless the Order states otherwise.
4.1 Security incidents
Cogrion will notify Customer without undue delay after becoming aware of a confirmed security breach affecting Customer Data, and will provide information reasonably necessary to enable Customer to meet its own notification obligations.
5. Intellectual Property and Data Rights
As between the parties, Cogrion and its licensors retain all right, title and interest in and to the Services, the Documentation and all related intellectual property. No rights are granted to Customer other than as expressly set out in the Agreement.
As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Cogrion a limited, non-exclusive licence to host, copy, process and transmit Customer Data solely as necessary to provide and support the Services and as otherwise permitted by the Agreement.
Cogrion may collect and use aggregated and de-identified data derived from operation of the Services for the purpose of operating, improving and securing its products, provided that such data does not identify Customer, its Users or any individual.
6. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction, or is independently developed.
The receiving party will use Confidential Information only to exercise its rights and perform its obligations under the Agreement, and will protect it using at least the same degree of care it uses for its own confidential information of like kind (and no less than reasonable care). Each party may disclose Confidential Information as required by law, provided it gives reasonable prior notice where legally permitted.
7. Third-Party Services and Open Source
The Services may interoperate with, or rely on, third-party services, cloud infrastructure or open-source components. Customer’s use of any third-party service is governed by the terms of the relevant third party, and Cogrion is not responsible for third-party services except to the extent expressly stated in an Order.
Open-source components included in the Services are licensed under their respective open-source licences. To the extent any such licence grants Customer rights that conflict with the Agreement, the open-source licence governs solely with respect to that component.
8. Warranties and Disclaimers
Each party represents and warrants that it has the legal power and authority to enter into the Agreement. Cogrion warrants that the Services will perform materially in accordance with the applicable Documentation during the subscription term.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND COGRION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COGRION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Indemnification
Cogrion will defend Customer against any third-party claim alleging that the Services, when used as permitted under the Agreement, infringe that third party’s intellectual property rights, and will indemnify Customer for amounts finally awarded against it or agreed in settlement, subject to the limitations in the Agreement.
Customer will defend Cogrion against any third-party claim arising from Customer Data or Customer’s use of the Services in breach of the Agreement, and will indemnify Cogrion for amounts finally awarded or agreed in settlement.
The indemnifying party’s obligations are conditioned on the indemnified party promptly notifying it of the claim, giving it sole control of the defence, and providing reasonable cooperation.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE AGREEMENT.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. These limitations apply regardless of the form of action and even if a party has been advised of the possibility of such damages.
11. Fees, Credits, Taxes and Marketplace Orders
Customer will pay the fees set out in the applicable Order. Except as expressly stated, fees are non-cancellable and payments are non-refundable. Unless otherwise specified, fees are due within the period stated in the Order from the date of invoice.
Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties and similar governmental assessments, excluding taxes based on Cogrion’s net income.
11.1 Marketplace orders
Where Customer purchases the Services through an applicable cloud marketplace, including an AWS Marketplace private offer, billing and payment are governed by the marketplace terms, while the provision and use of the Services are governed by this MCSA. In the event of a conflict regarding the Services, this MCSA controls.
12. Suspension
Cogrion may suspend Customer’s access to all or part of the Services if: (a) Customer materially breaches the Agreement and fails to cure within any applicable cure period; (b) continued use poses a security risk to the Services or other customers; or (c) required by law. Cogrion will use reasonable efforts to provide notice before suspension and to limit the suspension to the extent reasonably necessary.
Cogrion will restore access promptly after the circumstances giving rise to the suspension are resolved. Suspension does not relieve Customer of its payment obligations.
13. Term and Termination
13.1 Term
This Agreement begins on the effective date of the first Order and continues until all Orders have expired or have been terminated in accordance with this Agreement. Each Order will remain effective for the subscription term specified in that Order.
13.2 Limited Termination Rights
Either party may terminate this Agreement or an affected Order immediately upon written notice if the other party:
(a) becomes insolvent, enters liquidation, has a receiver or administrator appointed over a substantial part of its assets, or ceases substantially all its business operations; or
(b) cannot legally continue performing the Agreement because of applicable law or a binding order issued by a court or governmental authority.
Cogrion may terminate an affected Order immediately upon written notice if:
(c) Customer uses the Services unlawfully or in a manner that creates a material security, integrity or operational risk to the Services, Cogrion, its technology or any third party; or
(d) Customer fails to pay an undisputed amount when due and does not remedy the non-payment within fifteen (15) days after receiving written notice.
13.3 No Termination for Convenience
Neither party may terminate this Agreement or an Order for convenience during the applicable subscription term unless expressly permitted in the relevant Order. Customer remains responsible for all fees committed for the full subscription term, regardless of whether Customer stops using the Services.
13.4 Effect of Expiry or Termination
Upon expiry or termination of an Order, Customer’s right to access and use the affected Services will cease. Expiry or termination will not affect any rights, remedies or payment obligations accrued before its effective date. Unless expressly stated otherwise in the applicable Order, all committed fees are non-cancellable, and amounts paid are non-refundable.
13.5 Customer Data Retrieval
For thirty (30) days after expiry or termination of an applicable Order, Cogrion will make Customer Data under its control reasonably available for export, subject to Customer paying all outstanding amounts. After that period, Cogrion may delete such Customer Data in accordance with its standard deletion procedures, applicable law and any applicable Data Processing Addendum. Cogrion is not responsible for retaining or deleting Customer Data held within Customer’s cloud environment or otherwise under Customer’s control.
13.6 Survival
Provisions relating to accrued payment obligations, confidentiality, intellectual property, warranties and disclaimers, indemnification, limitations of liability, dispute resolution and any other provisions that by their nature are intended to survive will remain effective after expiry or termination.
14. Governing Law and Dispute Resolution
14.1 Applicable Jurisdiction
The Agreement will be governed by the law and dispute-resolution framework specified in the applicable Order. Unless the Order expressly states otherwise, the following framework will apply based on the Customer’s principal place of business:
| Customer’s principal place of business | Governing law | Arbitration |
|---|---|---|
| Asia-Pacific, excluding India | Laws of Singapore | SIAC arbitration seated in Singapore |
| India | Laws of India | Arbitration under the Arbitration and Conciliation Act, 1996, seated in Bengaluru, India |
| Middle East and Africa | Federal laws of the United Arab Emirates and laws applicable in the Emirate of Dubai | DIAC arbitration seated in Dubai, UAE |
| Any other location | Laws of Singapore | SIAC arbitration seated in Singapore |
Conflict-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
14.2 Informal Resolution
Before commencing arbitration, the parties will attempt in good faith to resolve the dispute through discussions between their authorised representatives. Either party may initiate this process by giving the other party written notice describing the dispute. If the dispute is not resolved within thirty (30) days after receipt of that notice, either party may commence arbitration.
14.3 Arbitration
Any dispute arising out of or relating to the Agreement, including any question regarding its existence, validity, interpretation, performance or termination, will be finally resolved under the arbitration framework identified in Section 14.1 or the applicable Order.
The arbitration will:
(a) be conducted by one arbitrator;
(b) be conducted in English; and
(c) remain confidential, except to the extent disclosure is required by law or necessary to enforce an arbitral award.
The award will be final and binding and may be enforced by any court of competent jurisdiction.
14.4 Interim Relief
Nothing in this Section prevents either party from seeking urgent interim, injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property, Confidential Information, data, systems or security interests. Seeking such relief will not waive the obligation to arbitrate the underlying dispute.
14.5 Order Prevails
If the applicable Order expressly specifies a different governing law, arbitration institution or seat, the provisions of that Order will prevail for that Order.
15. General
The Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements on that subject. Neither party may assign the Agreement without the other party’s prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets.
If any provision of the Agreement is held unenforceable, the remaining provisions remain in full effect. A failure to enforce any provision is not a waiver of the right to do so later. Notices must be given in the manner described in the applicable Order.
Neither party is liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control.
16. Customer Affiliates and Resellers
A Customer Affiliate may purchase Services under this MCSA by entering into an Order that references it. In that case, the Affiliate is the “Customer” for that Order and is responsible for compliance with the Agreement in respect of that Order.
Where Services are purchased through an authorised reseller, the terms agreed between Customer and the reseller govern the commercial relationship, while this MCSA governs Customer’s use of the Services. Cogrion is not a party to, and is not bound by, any inconsistent terms between Customer and a reseller.
17. Definitions
“Agreement” means this MCSA together with all Orders, addenda and Documentation incorporated by reference.
“Customer Data” means data, content and materials submitted to or processed by the Services by or on behalf of Customer.
“Documentation” means the then-current technical and usage documentation Cogrion makes generally available for the Services.
“Order” or “Ordering Document” means an ordering document, order form or applicable marketplace private offer that references or incorporates this MCSA.
“Services” means the Cogrion products, features and related support described in an Order and the Documentation.
“User” means an individual authorised by Customer to access and use the Services.
Previous versions
- Version 1.0 — Effective 1 August 2026 — Current
Material amendments apply to existing customers only as permitted by the applicable Agreement or upon renewal, unless otherwise agreed in writing.