Terms of Service | Cosmetica

These Terms of Service (the "Terms") are a binding agreement between Cosmetica Solutions Inc., a Florida corporation in formation ("Cosmetica", "we", "us" or "our"), and the business that accepts them ("Customer", "you" or "your").

Please read these points before you accept.

We own the data you upload and the reports the Service produces. We do not use them to train AI models. You keep a permanent right to use your own data and reports (Section 7).

Fees are paid in advance, are non-refundable, and subscriptions renew automatically at our then-current price until you cancel (Section 6).

Disputes are decided by individual binding arbitration, not in court, and not as a class action (Section 16).

The Service is advisory, and our liability is limited (Sections 4 and 15).

1. About these Terms

1.1 Business use only. The Service is for businesses. By accepting these Terms you confirm that you are acting for your trade, business or profession and not as a consumer, and that you have authority to bind the business you accept for.

1.2 How you accept. You accept these Terms when you do any of these: pay for the Service, including through a Stripe checkout page, payment link or invoice that refers to these Terms; tick a box or click a button that refers to them; accept an Order Sheet; create an account; accept an invitation to an organisation; or use the Service.

1.3 Order Sheets. An "Order Sheet" is an order form, order sheet, quote, invoice or checkout page that we issue for the Service and you accept, including by paying it. An Order Sheet sets your Plan, price, billing basis, term and usage limits. For those matters only, the Order Sheet controls if it conflicts with these Terms. These Terms control on every other matter. Terms in your purchase orders or other business forms do not apply, even if we accept or sign them.

1.4 Electronic records. These Terms, Order Sheets, notices and other communications may be made, accepted and kept electronically, and electronic acceptance is as binding as a handwritten signature.

2. Definitions

"Authorized User" means an individual whom you allow to use the Service under your account, such as an employee or contractor.
"Corpus" means Cosmetica's compilation of regulatory information: the selection, arrangement, structuring, normalisation, identifiers, annotations, classifications and verification records we create from regulatory and retailer sources.
"Customer Data" means the data and files you or your Authorized Users submit to the Service, including product formulas, ingredient lists, concentrations, supplier documents, labels, artwork, product information, adverse-event records and data imported through an integration you connect.
"Personal Data" means information in Customer Data that identifies, or relates to, an identified or identifiable individual.
"Plan" means the subscription level on your account, such as Starter, Growth or Manufacturer & Enterprise.
"Reports" means the readiness reports, findings, memos, documents and other outputs the Service generates.
"Service" means the Cosmetica compliance-analysis platform at getcosmetica.com and its subdomains, including its software, the Corpus as delivered through it, the Reports and related support.

3. The Service

3.1 What the Service does. The Service lets cosmetics and personal-care businesses upload formulas, supplier documents, labels and artwork, matches the ingredients and label content it reads against the Corpus for the markets you choose, and produces Reports on regulatory readiness for those markets. The markets and retailer standards covered, and the depth of that coverage, are those shown in the Service when you run an analysis, and they change as we add, update or withdraw sources.

3.2 Changes to the Service. We may add, change, suspend or remove any feature, market or source at any time. If we permanently discontinue the Service as a whole, we will refund the prepaid fees for the unused part of your paid period; that is your only remedy for any change to the Service.

3.3 Preview features. Features labelled preview, beta or early access are provided as-is, may change or be withdrawn at any time, and come with no warranty or support commitment.

3.4 Third-party services. Third-party services you connect, such as a Shopify store or Google sign-in, are governed by their providers' terms. We are not responsible for them, or for data once it leaves the Service at your direction.

3.5 Support. Email support is available at support@getcosmetica.com. We make no commitment to uptime, availability or response times unless an Order Sheet expressly states one.

3.6 Submissions to authorities. Where a feature prepares or sends a registration, listing, notification or other submission to an authority, you are responsible for reviewing and approving it before it is sent, for its accuracy and for its consequences. We act only on your instructions and are never your regulatory agent, responsible person or representative unless a separate signed agreement says so.

4. The Service is advisory

4.1 Not legal advice. The Service and the Reports provide regulatory information and analysis. They are not legal advice, and using the Service creates no attorney–client relationship with Cosmetica or any of its owners, employees or contractors, including anyone who is a licensed attorney.

4.2 Not a regulatory determination. A Report is not a determination, approval, authorisation, registration, notification, certification or clearance by any authority, notified body, retailer or standards owner, or by Cosmetica. It is not a safety assessment and does not replace the responsible person, safety assessor, qualified person or regulatory professional a market requires.

4.3 A quiet result is never a clearance. The Service is built to raise possible issues rather than miss them, and it will flag items that turn out not to matter. If a Report has no finding for an ingredient, claim, label element or market, that does not mean the item is permitted, compliant or safe, and you must not treat or present it as a clearance.

4.4 Reports cover what you supplied. A Report addresses only the information you supplied, in the form you supplied it. We do not verify, correct or complete your data. You are responsible for its accuracy and completeness.

4.5 AI and automated processing. The Service uses artificial-intelligence models to read documents and images, extract data and write explanatory text. Automated reading and generated text can contain errors. Qualified personnel should review every Report before anyone relies on it.

4.6 Regulations change. The Corpus reflects its sources as we compiled them at a point in time and may not include every rule, amendment, guidance note, transitional period or enforcement position, or reflect recent changes.

4.7 Your decisions are yours. You alone are responsible for your products and for every decision about them, including formulation, safety, labelling, claims, packaging, registrations, notifications and whether, where and when to make or sell a product.

4.8 Sharing Reports. You must not present a Report, or anything in it, as a certification, approval or guarantee by Cosmetica or any authority, or alter a Report and present it as issued by Cosmetica.

5. Accounts and Authorized Users

5.1 Eligibility. Authorized Users must be at least 18 and able to form a binding contract.

5.2 Your account. You are responsible for who has access, the roles you assign, and everything done under your account.

5.3 Credentials. Each Authorized User must have their own login, and credentials must not be shared. Tell us promptly at support@getcosmetica.com if you suspect unauthorised access.

5.4 Accurate information. Keep your account information, including any regulatory identifiers you enter, accurate and current. You are responsible for their accuracy wherever the Service uses them.

6. Plans, fees and payment

6.1 Plans and limits. Your Plan's features and usage limits are those in your Order Sheet or, if you have none, in the Plan description shown when your Plan was set. The Service enforces those limits.

6.2 Payment in advance. Fees are payable in advance, in US dollars, for each subscription period, through Stripe or another payment method we accept. You authorise us and our payment processor to charge your payment method on file for all fees when due, including each renewal.

6.3 Automatic renewal. Your subscription renews automatically at the end of each subscription period for a period of the same length (monthly or annual), at our list price then in effect, unless your Order Sheet says otherwise or you cancel before the renewal date. You can cancel renewal at any time by emailing support@getcosmetica.com from an account Owner's address; cancellation takes effect at the end of the current paid period.

6.4 No refunds. All fees are non-cancellable and non-refundable, including for partly used periods, unused usage, unused Authorized User seats, downgrades and cancellation, except where Section 3.2, 12.3 or 12.4 expressly provides a refund.

6.5 Price changes. We may change our prices at any time. A change applies to your subscription from its next renewal after we give you at least 30 days' notice.

6.6 Taxes. Fees exclude taxes. You pay all sales, use, value-added, withholding and similar taxes on your purchase, except taxes on our net income.

6.7 Late payment and collection. If a payment fails or is overdue, we may suspend the Service under Section 11, charge interest at the lesser of 1.5% per month or the highest rate the law allows, and recover our reasonable costs of collection, including attorneys' fees. A chargeback or payment dispute raised without first contacting us is a material breach of these Terms.

7. Customer Data

7.1 We own Customer Data and Reports. As between you and Cosmetica, Cosmetica owns all Customer Data and all Reports, and all data, models, analyses and other materials derived from them. You hereby assign to Cosmetica all of your right, title and interest in Customer Data and Reports. To the extent any right cannot be assigned, including because it belongs to your own client or supplier, you grant Cosmetica, and warrant that you have the authority to grant, a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable licence to use, copy, store, modify, create derivative works of and otherwise exploit it for any lawful purpose. This Section 7.1 does not apply to Personal Data (Section 7.6).

7.2 Your continuing right to use. We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and modify the Customer Data you submitted and the Reports generated for you, for your internal business purposes and those of any client for whom you analysed a product, including after your subscription ends. Nothing in these Terms limits your use of your own formulas, products or information outside the Service.

7.3 No AI training; improving the Service. We do not use Customer Data or Reports to train or fine-tune artificial-intelligence or machine-learning models. We may use Customer Data and Reports to operate, support, secure and improve the Corpus and the Service, for example to add support for a new supplier document layout or to correct an ingredient identity record, and we may keep them for those purposes, including after your subscription ends.

7.4 No identifiable disclosure. We will not disclose Customer Data or Reports to another customer or third party in a form that identifies you, your client or a specific product, except to our service providers under confidentiality obligations, where the law requires, or with your consent. We take reasonable measures to prevent our models and features from reproducing a specific identifiable formula to another customer. Aggregated or de-identified information is not restricted by this Section 7.4.

7.5 Retention and export. We keep Customer Data and Reports after your subscription ends and have no obligation to delete them, except Personal Data under Section 7.6. For 30 days after your subscription ends you may request an export of the Customer Data you submitted. The Service is not an archive of record; keep your own copies of important data.

7.6 Personal Data. Personal Data is excluded from Sections 7.1, 7.3 and 7.5. We process it as your processor or service provider, only to provide the Service, and we return or delete it after your subscription ends. Our Data Processing Addendum, available from support@getcosmetica.com, applies to that processing and controls for Personal Data.

7.7 Your responsibilities. You are responsible for Customer Data and warrant that you have every right, permission and legal basis needed to submit it and to grant the rights in this Section 7, including under your agreements with your own clients and suppliers. Submit Personal Data only where a feature needs it. Do not submit payment card data, bank credentials, government identification numbers or passwords.

7.8 Where data is processed. We store Customer Data with Amazon Web Services in the United States, and AI processing runs in AWS regions in the United States. The third-party model providers we use through Amazon Bedrock do not train their own models on Customer Data.

7.9 Service data. We collect and own data about how the Service is used and performs, including usage, feature activity, errors, security events and logs, and may use it for any lawful purpose.

8. Confidentiality

8.1 Our Confidential Information. Non-public information about the Service, including its features, pricing, Order Sheets, rule logic, prompts, security and the Corpus, is Cosmetica's Confidential Information. You will use it only to use the Service, disclose it only to personnel and advisers who need it and are bound by confidentiality duties at least as protective as these, and protect it with at least reasonable care, during your use of the Service and for five years afterwards, and for trade secrets for as long as they remain trade secrets.

8.2 Customer Data. Customer Data is owned by Cosmetica under Section 7, and our obligations about disclosing it are those in Section 7.4.

8.3 Required disclosure. Either party may disclose information where the law, a court or a regulator requires.

9. Intellectual property

9.1 Cosmetica's property. Cosmetica and its licensors own the Service, the Corpus, the software, rule logic, prompts, models, designs, templates, documentation and Reports, and all improvements to them, however arising. We do not claim ownership of laws, regulations or other public government material, only our compilation of it and the work we add. We reserve all rights not expressly granted in these Terms.

9.2 Your use of the Service. Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable right, during your paid subscription, for your Authorized Users to use the Service for your internal business purposes.

9.3 Consultants and manufacturers. If you are a regulatory consultant, contract manufacturer or similar provider, you may use the Service to analyse products for your own clients, provided you have the rights to their data, including the rights Section 7 requires. Your clients may not use your account. You are responsible for your use of the Service on their behalf and for any advice you give them.

9.4 Feedback. We may use any suggestion or feedback freely and without obligation to you.

9.5 Publicity. We may identify you as a customer, by name and logo, on our website and in sales materials. We will stop if you ask us in writing.

10. Acceptable use

You will not, and will not allow anyone else to:

(a) copy, extract, scrape or systematically retrieve the Corpus, or any part of it beyond your own Reports;
(b) use the Service, the Corpus or Reports to build, train, benchmark or improve a competing product or service, or to create a dataset for training artificial-intelligence models;
(c) publish benchmarks or comparisons of the Service without our written consent;
(d) access the Service by automated means other than interfaces we provide for that purpose;
(e) reverse engineer, decompile or try to derive the source code, rule logic or prompts of the Service;
(f) sell, resell, rent, lease, sublicense or provide the Service to third parties, except as Section 9.3 allows;
(g) probe, scan or test the security of the Service, or bypass any security, rate-limit, usage-limit or access control;
(h) try to make the Service's AI components act outside the Service's intended function, or reveal their instructions;
(i) upload malware, or content you have no right to submit or that is unlawful;
(j) share credentials, or let anyone who is not an Authorized User use the Service;
(k) interfere with the Service or other customers' use of it; or
(l) use the Service in breach of any law, including export-control and sanctions law.

11. Suspension

We may suspend all or part of the Service immediately, with or without notice, if a payment fails or is overdue, if we reasonably believe you have breached these Terms, if your use poses a risk to the Service or others, or if the law requires it. Fees continue to accrue during a suspension, and we are not liable for any suspension made under this Section 11.

12. Term and termination

12.1 Term. These Terms apply from when you first accept them until all your subscriptions have ended.

12.2 No termination for convenience by you. You may cancel renewal under Section 6.3, but you may not end a paid subscription period early, and closing your account does not end your obligation to pay for the current period or any committed term in your Order Sheet.

12.3 Termination by Cosmetica. We may end your subscription for any reason on 30 days' written notice, and we will then refund the prepaid fees for the unused part of your paid period. We may terminate immediately by written notice if you breach these Terms, and then all fees for the remainder of any committed term become due immediately.

12.4 Termination for our breach. You may terminate by written notice if we materially breach these Terms and do not cure the breach within 30 days of your written notice describing it in detail. We will then refund the prepaid fees for the unused part of your paid period. That is your only remedy for our breach, except as Section 15 allows.

12.5 Effect of termination. When a subscription ends, your right to use the Service ends, unpaid fees become due, and Section 7.5 governs retention and export. Sections 2, 4, 6.4, 6.6, 6.7, 7, 8, 9.1, 9.4, 9.5, 13, 14, 15, 16 and 19 survive.

13. Warranties and disclaimers

13.1 Your warranties. You warrant that you have authority to accept these Terms, that you have every right needed to submit Customer Data and grant the rights in Section 7, and that your use of the Service will comply with the law.

13.2 Disclaimer. TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICE, THE CORPUS AND THE REPORTS ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITH ALL FAULTS. COSMETICA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COSMETICA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; THAT THE CORPUS OR ANY REPORT IS COMPLETE, ACCURATE OR CURRENT; THAT ANY PRODUCT WILL BE ACCEPTED, REGISTERED, LISTED OR APPROVED IN ANY MARKET OR BY ANY RETAILER; OR THAT THE ABSENCE OF A FINDING MEANS ANYTHING IS COMPLIANT OR SAFE.

14. Indemnification

You will defend, indemnify and hold harmless Cosmetica, its affiliates, owners, officers, employees and contractors from and against any claim, demand, suit or proceeding by a third party, including a government authority or one of your own clients, and all resulting damages, fines, penalties, settlements, costs and attorneys' fees, arising from: (a) Customer Data, including any claim that you lacked the right to submit it or to grant the rights in Section 7; (b) your products or your clients' products, including their formulation, safety, manufacture, labelling, claims, marketing, import or sale; (c) your use of the Service or of any Report; (d) your breach of these Terms; or (e) your breach of law. We may control the defence of any such claim with counsel of our choice, at your expense.

15. Limitation of liability

15.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, COSMETICA IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, GOODWILL, DATA OR BUSINESS OPPORTUNITY, HOWEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF TOLD THEY WERE POSSIBLE.

15.2 Regulatory outcomes. TO THE FULLEST EXTENT THE LAW ALLOWS, COSMETICA IS NOT LIABLE FOR ANY LOSS ARISING FROM A DECISION MADE IN RELIANCE ON THE SERVICE OR ANY REPORT, INCLUDING THE COSTS OF PRODUCT RECALL, WITHDRAWAL, RELABELLING, REFORMULATION, INVENTORY DESTRUCTION, DELAYED LAUNCH, RETAILER DELISTING, REGULATORY ACTION, FINES OR PENALTIES.

15.3 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, COSMETICA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE FEES YOU ACTUALLY PAID FOR THE SERVICE IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

15.4 Scope. Sections 15.1 to 15.3 apply to Cosmetica, its affiliates, owners, officers, employees and contractors, and do not limit any liability the law does not allow to be limited. They do not limit your obligations to pay fees or under Section 14. The fees reflect this allocation of risk, which is an essential part of the bargain.

16. Governing law and disputes

16.1 Governing law. The laws of the State of Florida govern these Terms and any dispute arising out of or relating to them or the Service, without regard to conflict-of-laws rules, and the Federal Arbitration Act governs Section 16.3. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Talk first. Before starting any proceeding against Cosmetica, you must send a written description of the dispute to support@getcosmetica.com and allow us 30 days to resolve it.

16.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Service, including its scope, validity or arbitrability, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the Florida county where Cosmetica has its principal place of business, in English. The arbitration is confidential. Judgment on the award may be entered in any court with jurisdiction.

16.4 Exceptions. Cosmetica may bring an action in the state or federal courts for the Florida county where Cosmetica has its principal place of business, to collect unpaid fees, or to seek injunctive or other equitable relief for a breach of Section 8, 9 or 10. You submit to the jurisdiction of those courts for those actions.

16.5 No class actions and no jury. Claims may be brought only individually, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

16.6 Fees. In any arbitration or action arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

17. Changes to these Terms

We may change these Terms at any time by posting the updated Terms on our website. A change takes effect when posted, except that a material change takes effect 15 days after we notify your account's Owners by email or in the Service. Your continued use of the Service after a change takes effect is acceptance of it. A change does not apply to a dispute that either party notified to the other before the change took effect.

18. Export controls and sanctions

You will comply with United States export-control and sanctions laws. You warrant that neither you nor any Authorized User or client whose products you analyse is located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is named on, or owned or controlled by a party named on, a U.S. restricted-party list.

19. General

19.1 Entire agreement. These Terms, your Order Sheets and, for Personal Data, the Data Processing Addendum are the entire agreement between the parties about the Service and replace all earlier agreements, proposals and discussions on that subject.

19.2 Assignment. Cosmetica may assign or transfer these Terms, in whole or in part, without your consent. You may not assign them without our prior written consent, and any attempt to do so is void.

19.3 Corporation in formation. Cosmetica Solutions Inc. is being incorporated. Until it is, these Terms are entered into by Amar C. Bhakta as its promoter, solely on its behalf and not in his personal capacity. On incorporation, Cosmetica Solutions Inc. adopts these Terms and every Order Sheet with effect from their acceptance. You agree to look solely to Cosmetica Solutions Inc. for performance and for any liability, and you release Amar C. Bhakta from any personal liability under them.

19.4 Force majeure. Cosmetica is not liable for any delay or failure caused by events beyond its reasonable control, including failures of utilities, the internet, or cloud, AI or payment providers.

19.5 Notices. We send notices to your account Owner's email address or the contact in your Order Sheet. Send notices to us at support@getcosmetica.com. Email notices are received when sent, unless the sender receives a delivery failure.

19.6 Relationship. The parties are independent contractors. No partnership, joint venture, agency, fiduciary or employment relationship is created.

19.7 No third-party beneficiaries. No third party has rights under these Terms, except the persons protected under Sections 14 and 15.

19.8 Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms stays in effect. A failure or delay in enforcing a provision is not a waiver of it.

19.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation". The English version controls over any translation.

20. Contact

Cosmetica Solutions Inc. Support, notices and legal requests: support@getcosmetica.com Commercial agreements: amar@getcosmetica.com Website: getcosmetica.com