Terms of Service

1. Acceptance

By creating an account, clicking "I agree", using the Cornilius service, or purchasing Paid Tailored Setup, you agree to these Terms, the Privacy Policy, and (if you buy setup) the Setup Service acknowledgment. If you do not agree, do not use the service. You represent that you have authority to bind the business named on the account.

2. Who we are

Cornilius is operated by the legal entity below.

Legal entity

Cornilius Inc.

Registered office

c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States

Delaware file number

10153171

Legal contact

legal@cornilius.ai

Governing law / courts

the laws of the State of Delaware, United States, without regard to its conflict of law principles — the state courts located in Wilmington, Delaware, United States, or the United States District Court for the District of Delaware

3. The service

Cornilius is a B2B multi-tenant MCP service that gives your coding agent persistent analytics memory and reusable playbooks. It is an analytics layer — not a warehouse, not a coding agent, and not a guarantee of business results.

You supply the agent. You must have your own agent client (for example Claude, Cursor, or Codex) and pay that provider. Cornilius does not run open-ended agent sessions for you except as limited professional work under Section 10 (Paid Setup).

3A. Early Access status

Cornilius is an Early Access product under active development. Features, playbooks, and tools may be added, changed, or removed with limited notice. Certain features may be separately labeled "Beta" and are provided with no guarantee of continued availability. Early Access status does not limit or reduce your rights or our obligations elsewhere in these Terms — including sections 7 (No Warranty) and 8 (Limitation of Liability), which apply regardless of feature maturity.

We do not provide an uptime or availability service level commitment under standard subscription terms. Availability targets or service credits, if any, apply only if set out in a separate SLA attached to an order form.

4. Permitted use

You may use Cornilius only for lawful business purposes. You must not: scrape or overload the service; reverse engineer, decompile, or disassemble the Service, or attempt to discover its source code, underlying structure, or algorithms (except to the extent that restriction is prohibited by law); resell it without a written reseller agreement; circumvent tenant isolation or security controls; or use it to process data you have no right to process.

You must not export or re-export the Service, or allow it to be used, in violation of US export-control or sanctions laws (including rules of the US Department of Commerce and OFAC).

5. Intellectual property and customer data

(a) Our IP. Cornilius retains all right, title, and interest in and to the Service, base playbooks, tools, MCP protocols, and underlying software, including all improvements and modifications thereto.

(b) Your data. You retain all right, title, and interest in your databases, raw data, schemas, prompts, and other content you submit ("Customer Data"). You grant us a limited, non-exclusive, non-transferable license to access and process Customer Data solely to provide the Service and Paid Setup.

(c) Setup deliverables. Custom playbooks, scripts, or configurations created for you during Paid Setup: you receive a non-exclusive, perpetual license to use them in connection with your Cornilius subscription and your systems. We retain ownership of underlying methods, templates, and generic components that are not specific to your confidential information.

(d) No model training. We do not use Customer Data — including database mappings, schemas, metrics, playbooks, memory entries, and other proprietary data you upload to or store in Cornilius — to train, fine-tune, or improve any AI models (ours or a third party's) or public datasets. If we access Customer Data to provide support at your request, that access is solely to help you; we still do not use that data to train models, and we do not share it with third parties for their own use or training. This commitment concerns Cornilius's own use and disclosure of Customer Data. It does not govern how third-party agent or model providers treat data that you or your agent send to them; those providers' terms apply, as described in section 6. This subsection does not limit our use of aggregate or de-identified Service operations data under (e), or disclosure required by law.

(e) Service operations data. We may collect and use usage, performance, and diagnostic information — including information derived from Customer Data and including which playbooks (built-in or custom) are executed and how often — to operate, secure, and improve the Service. We may disclose that information only in aggregate or de-identified form, and any such use or disclosure will not identify a specific customer or reveal that customer's underlying business logic. This subsection does not permit model training under (d).

(f) Access to custom playbook content. Custom playbooks you create are stored within your tenant and are technically accessible to us as part of operating the underlying infrastructure. We do not review, inspect, or use the contents of custom playbooks except: (i) at your request, for example to provide support; (ii) as needed to operate, secure, or maintain the underlying infrastructure (for example backups or storage operations) without manual review of content; or (iii) if required by law. Usage metadata about custom playbooks — including which playbook was executed and its performance — is Service operations data under (e), and is not "content" for purposes of this subsection.

5A. Confidentiality

"Confidential Information" means non-public business, technical, or financial information disclosed by either party in connection with the Service or Setup, including Customer Data, pricing, and Cornilius's internal methods and playbook design. Each party will use the other's Confidential Information only to perform its obligations under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information of a similar nature, but no less than reasonable care.

Confidential Information does not include information that: is or becomes public through no fault of the receiving party; was already known to the receiving party without a duty of confidentiality; is independently developed without use of the disclosing party's Confidential Information; or is rightfully received from a third party without restriction.

This section survives termination for three (3) years.

6. Data, AI, and residual risk

We take commercially reasonable steps to protect information you store in Cornilius (tenant isolation, access controls, encryption in transit). Details are in the Privacy Policy. No system is perfectly secure, and connecting an AI agent to Cornilius and to your data sources has residual risk you accept.

When you (or we, during setup) connect an agent via MCP, that agent may send prompts, schema, query results, and saved memory to third-party model providers. Those providers have their own terms. We do not control their models, logging, or retention. You are responsible for what the agent is allowed to see and do in your systems (keys, scopes, read vs write, production vs sandbox).

You acknowledge risks that can occur even if we act in good faith: unauthorized access; misconfiguration; agent mistakes or hallucinations; unexpected queries or writes against your warehouse or analytics tools; leakage of confidential information into a model provider; and interruption of service. You should use least-privilege credentials, avoid sending secrets in prompts, and keep backups of your own databases.

If we become aware of unauthorized access to Customer Data resulting from a breach of our security controls, we will notify you without undue delay and share information reasonably necessary for you to meet your own legal notification obligations. This does not apply to incidents caused by your own credentials, configuration, or agent actions.

A Data Processing Addendum is available on request for customers who require one for their own compliance purposes.

7. No warranty of results (as-is)

To the maximum extent permitted by law, the service, playbooks, analyses, setup work, and any deliverables are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted / error-free operation.

Cornilius does not promise that you will get useful insights, higher conversion, more revenue, fewer bugs, or any other business, product, or analytics outcome. Playbooks and agent output can be incomplete, wrong, or outdated. You (and your agent) remain responsible for decisions you make. Marketing copy describes capabilities; it is not a performance guarantee.

8. Limitation of liability

To the maximum extent permitted by law, Cornilius and its officers, contractors, and suppliers are not liable for: indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenue, goodwill, or business opportunity; cost of substitute services; or loss, corruption, or unauthorized disclosure of data — even if we were advised those damages were possible.

Without limiting the above, we are not liable for: (a) fees, overages, or token/API charges billed by your agent, LLM, Mixpanel, BigQuery, Google, Stripe, or any other third party — including when we helped you connect those tools; (b) damage, slowdown, bad queries, schema changes, or data loss in your databases, warehouses, or analytics projects; (c) actions your agent takes after setup; (d) dissatisfaction with analytical results or business outcomes.

Our total aggregate liability arising out of these Terms, the service, or Paid Setup will not exceed the amounts you paid us for the Cornilius subscription and/or setup fees in the twelve (12) months before the claim. If you paid nothing, our liability is zero. These limits allocate risk and are a basis of the bargain; fees would be higher if we assumed more risk.

Nothing in these Terms excludes liability that cannot be excluded by law (for example fraud, or death/personal injury caused by negligence where that cannot be limited). Gross negligence and willful misconduct are not a free pass to unlimited consequential damages where the law still allows a cap.

9. Your responsibilities and indemnity

You are responsible for: your accounts and credentials; your agent's configuration and spend caps; backups of your own systems before we or your agent touch them; compliance with third-party terms; and the lawfulness of data you store in Cornilius.

You will defend and indemnify Cornilius against claims, damages, and reasonable legal fees arising from: (i) your data or your systems; (ii) actions, database writes, queries, or procedures executed by your AI agent (whether autonomous or user-driven); (iii) third-party fees you incur; (iv) your misuse of the service; except to the extent caused by our willful misconduct.

10. Paid Tailored Setup Service

We may offer a one-time or project-based Paid Tailored Setup ("Setup") alongside the subscription. Setup is professional services with a defined scope — not unlimited agent time, not an MVP build, and not a results warranty.

10.1 Scope

Unless an order form or statement of work ("SOW") says otherwise, Setup typically includes: discovery of your analytics stack; guidance or hands-on configuration to connect data sources; initial Cornilius workspace (tenant, keys, playbooks, onboarding context); and handoff so your agent can run analyses through Cornilius. It does not include: building your product; ongoing managed analytics; guaranteed insights or KPI improvement; or paying or capping your LLM/token spend.

10.2 If we install or configure for you

You authorize us to work in systems you invite us into, using credentials you provide. You will give a staging or least-privilege environment where practical, and you will take a backup (or confirm a recent backup) of any database or project we may query or configure before work starts. You will confirm that spend limits or budget alerts are set on any billed accounts we may connect during Setup (LLM/token, cloud, or analytics), where those platforms allow them, before Setup work begins. We do not become the operator of your warehouse, Mixpanel project, or production database.

You cannot recover from us extra token costs, warehouse/query bills, analytics overages, or any issue in your database or connected tools — including corruption, deletion, bad schema, slow queries, lock contention, or downtime — whether the work was done by us during Setup, by your staff, or by your agent afterwards. Your remedy for Setup quality or scope issues, if any, is as described in section 10.6, never third-party invoices or consequential loss.

10.3 Third-party costs stay yours

You pay: (a) your coding-agent and LLM/token bills; (b) Mixpanel, GA4, BigQuery, cloud, and similar vendor bills; (c) monitoring and spend caps on those accounts. We do not control those meters. Setup may turn connections on; it does not transfer cost to Cornilius.

10.4 Order acknowledgment

Before checkout or work starts, you must accept the Setup Service acknowledgment. That click or signature is part of this contract.

10.5 Access ends with setup

Credentials you share are only for the SOW. You should revoke or rotate them immediately when Setup completes. We will not use them for other purposes without your written consent. We are not liable for any unauthorized access or activities occurring after handoff if you fail to immediately revoke or rotate credentials provided to us.

10.6 Setup fees, cancellation, and refunds

Setup (the "Pro Plus" package) is a single fixed-price offer: $499, covering a defined set of custom playbooks built for your business across one or more scheduled working sessions, bundled with your first three (3) months of subscription. Subscription continues automatically at the then-current monthly rate after those three months, on the same terms as section 11. You schedule the first working session at a time we mutually agree; Cornilius does not guarantee completion by a fixed calendar date.

Cancellation before the first working session. You may cancel by written notice to legal@cornilius.ai any time before the first working session takes place. You will be refunded $499 minus the value of three (3) months of subscription at the standard monthly rate (currently $49/month, i.e. $147) — $352. Your subscription is not cancelled and continues for its bundled three months and beyond on the normal terms; you are only giving up the custom-playbook Setup work, not the subscription you've already been using.

No refund once the first working session has taken place. Once you and Cornilius have held the first working session, the Setup fee is fully earned and non-refundable, regardless of how many further sessions remain or whether all playbooks have been delivered yet. The subscription portion continues on its normal terms either way.

No refund when: (a) the first working session has taken place; (b) you choose not to use the delivered playbooks; (c) you are dissatisfied with metrics, revenue, or agent output; or (d) you seek recovery of third-party or LLM/token charges (section 10.3).

Lapsed reservation. If the first working session has not been scheduled within sixty (60) calendar days of purchase for reasons on your side (unresponsive to scheduling requests, repeated reschedules), Cornilius may treat Setup as cancelled under this section and issue the $352 refund, unless work has already begun.

Refund timing. Refunds owed under this section are processed to the original payment method within fourteen (14) business days of our written confirmation.

Quality remedy. If delivered playbooks materially fail to match what was agreed, your remedy — once the first working session has taken place, when no refund otherwise applies — is re-performance of the affected portion of the engagement, at our option, subject to section 8 and never including third-party costs.

11. Fees, suspension, and termination

Fees are as shown at checkout or on your order. Fees exclude taxes; you are responsible for applicable taxes other than taxes on Cornilius Inc.'s net income. We may suspend or terminate the Service for unpaid amounts. Billing disputes must be raised within 60 days of the charge.

Subscriptions renew automatically for successive periods matching your billing cycle (monthly or annual, as selected at checkout) unless canceled before the renewal date. You can cancel anytime from your account dashboard or by written notice to legal@cornilius.ai; cancellation takes effect at the end of the current billing period, and fees already paid for that period are non-refundable except as required by law.

Either party may terminate the subscription with 30 days' written notice. We may suspend or terminate immediately for non-payment, abuse, or legal risk. Upon termination, you may export tenant data for 30 days. Following that 30-day period, we will delete or anonymize Customer Data from active systems within a further 30 days, subject to standard backup rotation, unless a longer retention period is required by law. Setup fees already earned are non-refundable except as Section 10.6 allows.

Sections 5, 5A, 6 through 9, 12, and 14 survive termination (including intellectual property, confidentiality, as-is disclaimers, limitation of liability, and indemnity), as do any other terms that by their nature should survive.

12. Governing law and dispute resolution

These Terms, and any dispute arising out of or related hereto, shall be governed exclusively by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The parties irrevocably agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state courts located in Wilmington, Delaware, United States, or the United States District Court for the District of Delaware, and each party irrevocably consents to the personal jurisdiction and venue thereof. We may seek injunctive relief in any court to protect the service or confidential information.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material modifications by posting the updated Terms on our site and updating the "Last Updated" date, or via email. Your continued use of the Service or Paid Setup following the effective date of updated Terms constitutes your acceptance. If you do not agree, your sole remedy is to terminate your subscription.

14. Miscellaneous

(a) Entire agreement. These Terms, together with the Privacy Policy and Setup Service acknowledgment, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings. Purchase orders, procurement emails, or similar customer forms have no effect even if we acknowledge them, unless we sign a written amendment.

(b) Severability. If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force.

(c) Force majeure. Neither party will be liable for performance failures resulting from causes beyond its reasonable control, including cloud provider downtime, third-party API disruptions, acts of God, or cyberattacks.

(d) Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without consent, including in a merger, acquisition, or sale of assets.

(e) No agency. These Terms do not create a partnership, joint venture, or employment relationship. You have no authority to bind Cornilius Inc.

15. Contact

Legal notices: legal@cornilius.ai. Postal: c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States.