Proof of Concept General Terms and Conditions

Version: April 2026 

These Proof of Concept terms (“POC GTC”) govern the Customer’s use of the non-production instance of Cognism sales intelligence services for trial and evaluation purposes. The Order, any applicable special terms or additional terms the parties may agree to when an Order is placed (“Special Terms”) and these POC GTC together constitute the agreement of the parties (collectively, the “Agreement”). Any general terms and conditions which Customer purports to introduce by means of a purchase order or similar system shall not apply.

1. Definitions
   “Confidential Information” means non-public information in any form that is marked as “confidential” or that a reasonable person should understand is confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing, the terms of this Agreement, and other terms set forth in an Order. Confidential Information of Cognism includes, but is not limited to, non-public information regarding features, functionality and performance of the POC Services, API, and software code. Confidential Information of Customer includes Customer Data and Customer’s account authentication credentials.
   “Cognism” means the entity listed as a party on the Order.
   “Customer” means the entity that has entered into this Agreement as set out in the Order.
   “Feedback” means a comment or suggestion volunteered by a party about the other party’s business, products or services.
   “Order” means the method by which Customer obtains its license to use the POC Service, including by order form.
   “POC Services” means services provided for preview, evaluation, demonstration or trial purposes, or pre-release versions of the Cognism services such as alpha, beta, or early access.
2. License Grant. Cognism hereby grants Customer a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to access the POC Services solely for trial and evaluation purposes, subject to the terms and conditions of this Agreement. The POC Services may include information (the “Profile Data”), access to and/or use of software, tool, feature or other technology (the “Cognism Technology”). Customer is not permitted to sublicense, resell, transfer, offer for sale, disclose, distribute, make available any of the Profile Data to any third party or retain any of the Profile Data after the end of the POC Services without Cognism’s prior written consent. Unless expressly permitted under this Agreement or applicable law, Customer shall not: (a) reverse engineer, decompile, or disassemble the source code of the POC Services or any of the Cognism Technology, or attempt to do so; (b) reproduce, modify, create, or prepare derivative works of any of the POC Services; (c) work around technical limitations or restrictions in the POC Service; (d) attempt to gain unauthorized access to the POC Services; (e) alter, destroy or otherwise remove any proprietary notices or labels from the POC Services; (f) disclose the results of any of the Cognism Technology or program benchmark tests to any third parties without Cognism’s prior written consent; (g) make the POC Services, including any Profile Data therein, publicly available for bots or other entities to crawl; or (h) use the POC Services in any manner that violates applicable laws or regulations. Any breach of this Section 2 by Customer shall be deemed an irremediable material breach of the Agreement.
3. Intellectual Property and Reservation of Rights. Cognism retains all rights, title and interest in and to the POC Services, including all intellectual property rights. Customer acknowledges and agrees that it does not acquire any ownership rights in the POC Services by virtue of this Agreement. Cognism reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel.
4. Data Protection. Where Cognism processes Personal Data on behalf of the Customer for account management purposes in connection with Customer’s use of the POC Services, such processing will be subject to applicable data protection laws and to the Data Processing Agreement in effect from time to time and available at https://www.cognism.com/customer-terms/DPA (the “DPA”).
5. Warranties. Previews are provided “AS-IS”, “WITH ALL FAULTS” and “AS AVAILABLE”.
6. Confidentiality. Any Confidential Information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) pursuant to this Agreement shall be subject to the non-disclosure agreement entered into between the Parties (“NDA”).
7. Limitation of liability. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business; however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage. Cognism’s maximum liability in respect of the POC Services is limited to direct damages up to US $100.00.
8. Defense of third-party claims. Cognism has no obligation to defend, indemnify, or hold Customer harmless for claims brought by third parties arising from Customer’s use of the POC Services.
9. Term and Termination. This Agreement will commence on the last signature date of the initial Order entered into between the parties (“Effective Date”) and will continue in full force and effect for the duration of the POC Services as set out in the relevant Order (“POC Term”). Upon the end date of the POC Term, Customer shall cease all use of the POC Services, all licenses granted under this Agreement shall terminate immediately, and Customer shall promptly delete and destroy all Profile Data obtained as part of the POC Services.
10. Feedback. If Customer chooses to provide Feedback about the POC Services, Cognism may use that Feedback for any purpose without obligation of any kind.
11. General. This Agreement constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and replaces any prior oral or written communications relating to the POC Services. The parties are independent contractors. Customer and Cognism may develop products independently, provided either party does not breach their obligations of confidentiality under this Agreement nor otherwise impedes, affects or diminishes any of the other party’s Confidential Information. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. The parties acknowledge that in entering into this Agreement, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. Notices will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Customer shall ensure its contact for notices is up to date during each renewal. Cognism may send notices and other information to Customer by email or other electronic form. Notices to Cognism may be submitted via email to legal@cognism.com. This Agreement will be governed by the laws of England and Wales and any legal action or proceeding will be brought exclusively in the courts located in London.