Client License Agreement

This Client License Agreement (“CLA”), which includes the Product Schedule attached hereto that provides terms applicable to North (to the extent applicable), forms an agreement between Cohere Inc. (“Cohere”) and a Person accessing, downloading, installing or otherwise using the Cohere Products (defined below) that are made available directly by a resale partner of Cohere (“Partner”), or installed on products being made available by Partner (“Client”). This CLA is entered into on the earlier of the date Client first uses any part of the Cohere Products and the date Client agrees to be bound by this CLA (such date, the “Effective Date”). Cohere and Client are each referred to as a “Party” and collectively as the “Parties”. For the purposes of this CLA, “Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or governmental or regulatory authority.

BY USING THE COHERE PRODUCTS, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(i). IF CLIENT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CLIENT WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE COHERE PRODUCTS. IF CLIENT IS USING COHERE PRODUCTS ON BEHALF OF ANOTHER PERSON, CLIENT HEREBY REPRESENTS AND WARRANTS TO COHERE THAT CLIENT HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Scope of CLA; Grant of License to Cohere Products.

(a) Client wishes to obtain a license from Cohere in respect of certain Cohere products which it has procured through Partner, including, as applicable, Cohere’s suite of AI models (“Cohere Models”) and/or Cohere’s software applications such as North and Compass (“Cohere Applications”) (collectively, the “Cohere Products”), subject to terms agreed upon by Client and Partner and any order form or scope of work concerning Cohere Products and entitlements thereto that have been agreed between Partner and Client (“Order Form” and “Scope of Work”) (collectively, the “Partner Terms”).

(b) Subject to Client’s compliance the terms and conditions of this CLA, Cohere hereby grants to Client, during the Term, a revocable, non-exclusive, non-sublicensable, non-transferable license to: (i) use the Cohere Products solely for its internal business purposes by its employees and contractors (“Users”) in accordance with Partner Terms, and (ii) access and use any documentation, as may be set out at docs.cohere.com or trustcenter.cohere.com and updated from time to time (“Documentation”), provided by Cohere in order to facilitate Client’s use of the Cohere Products.

2. Use Restrictions

Client will not, and will not permit any User or third party to, access or use the Cohere Products except as expressly permitted by this CLA and the Partner Terms. Without limiting the generality of the foregoing, Client will not and will not permit any User or third party to:

(a) access or use the Cohere Products in a manner or for a purpose that: (i) violates or is contrary to applicable law or the Documentation, including Cohere’s usage policy, available at https://docs.cohere.com/docs/usage-policy, as updated by Cohere from time to time (the “Usage Policy”); (ii) infringes, violates or misappropriates Cohere’s or any third party’s intellectual property rights or rights of publicity, personality or privacy, including by processing any Client Data (as defined below) that infringes, violates or misappropriates any such rights or for which Client does not have all necessary consents and licenses; (iii) adversely affects the reputation or goodwill of Cohere or any of its trademarks, or the relationships between Cohere and its Clients and licensors;

(b) access or use the Cohere Products or use any Client Output (defined below): (i) for the purpose of building or training a similar or competitive product or service (such as an AI model competitive with the Cohere Models or generating training data for large language models); (ii) for the purpose of developing an application that replicates the look and feel of the Cohere Products; (iii) for the use or benefit of any direct competitor to Cohere as reasonably determined by Cohere (and which includes any entity that offers large language models for license or sale);

(c) distribute, sub-license, re-sell, permit access to, or otherwise make the Cohere Products available to any third party;

(d) Modify (as defined below), decompile, reverse engineer, reverse assemble, or disassemble the Cohere Products or otherwise access or Modify the source code comprising the Cohere Products;

(e) remove or obscure any proprietary notices or labels on the Cohere Products; or

(f) access or use the Cohere Products from Belarus, China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia and Syria (each, a “Restricted Location”), or such other location that Cohere may advise (directly or indirectly) Client is a Restricted Location from time to time.

3. Client Responsibilities

(a) Client Environment. Client acknowledges and agrees that Client is solely responsible for Client Environments and the security of the Client Environment. “Client Environment” means an on-premise or private cloud environment that is owned by or under the control of Client.

(b) Validation of Use. Client acknowledges and agrees that Client is solely responsible for evaluating the Cohere Products, as well as the data, information, content, and records that is created or generated by the Cohere Models (“Client Outputs”), for accuracy and appropriateness for Client’s use case(s), including determining where human review is appropriate, and Cohere is not responsible or liable for any such evaluation. For clarity, Client Outputs expressly exclude any information and other data in an anonymous and aggregated form that is collected or generated by the Cohere Products related to how individual users interact with the Cohere Products, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior, but expressly excluding any information or data that can (whether alone or when combined with other information or data) identify or reveal the identity of an individual user (“Usage Data”).

(c) Responsibility for Credentials. Client is responsible for ensuring any login credentials (“Client Credentials”) are kept secure, only provided to and used by authorized Users, and not shared between more than one unique User. Client is responsible for any unauthorized access to or use of the Cohere Products using such Client Credentials.

4. Intellectual Property; Ownership

(a) Ownership of Cohere Products. Cohere or its licensors own all rights, title and interest, including all intellectual property rights, in and to the Cohere Products. All rights not expressly granted by Cohere to Client under this CLA are reserved. The Cohere Products are licensed or made available to Client, and not “sold”, to Client.

(b) No Ownership. Cohere makes no claim to ownership of Client Outputs or any data, information, content, records, and files that are entered into, transmitted to, or made available by Client to the Cohere Models or Client Environment for processing (“Client Inputs”, and together with Client Outputs, “Client Data”). For clarity, Cohere Products do not include Client Data, and Client Data expressly excludes any Usage Data or Feedback. 

(c) License to Client Input. Client grants Cohere a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, transferable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Client Inputs, pursuant to this CLA, to: (i) provide the Cohere Products; and (ii) exercise its rights and perform its obligations, including ensuring Client is complying with this CLA and the Usage Policy.

5. Usage Report and Audit Rights.

Client agrees to provide Cohere (either directly or through Partner, as Cohere may specify) with a usage information report in respect of Client’s use of each Cohere Product instances (the “Usage Report”). Client will use Cohere’s Usage Report and provide all information requested therein. For the avoidance of doubt, the Usage Report will not require any Confidential Information contained in Client Data.

Cohere (or Partner or an independent third party auditor chosen by Cohere) may, upon providing ten (10) days’ prior written notice to Client, inspect and audit Client’s use of the Cohere Products under this CLA, during and for one (1) year following the Term, for purposes of determining whether Client is in compliance with the terms and conditions of this CLA. All such inspections and audits will be conducted during regular business hours and in a manner that will not unreasonably interfere with Client’s business operations. Client agrees to provide reasonable assistance and access to information as reasonably requested by Cohere.

6. Privacy

Client will ensure Cohere does not receive or otherwise process information that constitutes “personal data” or “personal information” under applicable privacy laws, unless Client has requested and executed Cohere’s Data Processing Addendum (which may be executed directly with Cohere or via Partner, as specified by Cohere).

7. Fees and Payment

Client will be responsible for paying to Partner all applicable fees and taxes related to the use of the Cohere Products (the “Fees”) as set out in the Partner Terms. Any failure to pay such Fees may result in termination of this CLA.

8. Confidential Information

Client acknowledges that in the course of using the Cohere Products, Client may come into contact with Cohere’s Confidential Information. “Confidential Information” means any and all information of a proprietary or confidential nature concerning the business, affairs, operations, properties, assets (including, without limitation, technology and intellectual property), employees, customers, suppliers contracts, prospects, liabilities, research, processes or methods of operation of Cohere, its licensors, or its affiliates, including Cohere Products, as well as any reproductions, summaries, analyses or extracts of such information. Client will protect and keep confidential such Confidential Information and disclose it only as necessary to comply any applicable laws compelling disclosure. Upon Cohere’s request, or the expiration or termination of this CLA, Client will destroy, return or delete any such Confidential Information in its possession.

9. Warranty and Disclaimer; Indemnification

(a) GENERAL DISCLAIMER. COHERE DOES NOT WARRANT THAT THE COHERE PRODUCTS WILL BE UNINTERRUPTED OR THAT THE COHERE PRODUCTS, DOCUMENTATION, AND CLIENT OUTPUTS WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE COHERE PRODUCTS AND CLIENT OUTPUTS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS CLA, THE COHERE PRODUCTS, DOCUMENTATION, CLIENT OUTPUTS, AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY COHERE TO CLIENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. IN ADDITION, COHERE CANNOT BE RESPONSIBLE FOR, AND HEREBY DISCLAIMS ANY LOSS OR LIABILITY ASSOCIATED WITH THIRD-PARTY PRODUCTS OR SERVICES THAT MAY BE EMBEDDED IN, ACCESSIBLE THROUGH, OR OTHERWISE INTEROPERATE WITH ANY COHERE PRODUCTS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS IS STRICTLY BETWEEN CLIENT AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COHERE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, COHERE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, CLIENT OUTPUT, OR OTHER CONTENT PROVIDED TO CLIENT IN CONNECTION WITH CLIENT’S USE OF THE COHERE PRODUCTS IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON FOR ANY PURPOSE WHATSOEVER. ANY PRODUCTS, SERVICES, OR SUPPORT PROVIDED BY PARTNER TO CLIENT ARE PROVIDED SOLELY BY PARTNER. COHERE CANNOT BE RESPONSIBLE FOR, AND HEREBY DISCLAIMS ANY LOSS OR LIABILITY ASSOCIATED WITH ANY SUCH PRODUCTS, SERVICES, OR SUPPORT. ANY DISPUTES BETWEEN CLIENT AND PARTNER ARE SOLELY BETWEEN CLIENT AND PARTNER, AND COHERE HEREBY DISCLAIMS ANY LOSS OR LIABILITY ASSOCIATED WITH ANY CLAIMS ARISING THEREFROM.

(b) Cohere Indemnity. Cohere will defend, indemnify and hold harmless Client, and assigns against any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals) (“Losses”) arising from a third party actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding , or any other claim or demand (each a “Claim”) alleging that access to or use of the Cohere Products, as permitted pursuant to this CLA, infringes, violates, or misappropriates such third party's intellectual property rights; against the amount of any adverse final judgement or settlement. The obligations of Cohere in this Section 9(b) will not apply to the extent that a Claim by a third party is: (i) based on the unauthorized use by Client of the Cohere Products in a manner not permitted by this CLA, if such Claim would not have arisen but for such unauthorized use by Client; (ii) based on the Modification of any Cohere Products by any party other than Cohere in a manner not permitted by this CLA, if such Claim would not have arisen but for such unauthorized use by Client; (iii) based on the Client Inputs; (iv) regarding the Client Outputs infringing, violating or misappropriating copyright rights of a third party, in which case the Copyright Assurance in Section 9(e) will apply; or (v) based on use of the Cohere Products by Client, including in combination with any third party product, software, large language model, application, or service. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(c) If a Claim related to the Cohere Products is made against Client for which Cohere must provide indemnification, Cohere will have the right, at Cohere’s discretion, to require Client to cease using the part of the Cohere Products that is or is alleged to be infringing.

(d) Client Indemnity. Client will defend, indemnify and hold harmless Cohere, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from a third party Claim (including any Claim brought by Partner against Cohere) in connection with or relating to any of the following: (i) Client Data, (ii) Client’s breach of this CLA, (iii) use of the Cohere Products or Client Outputs by Client in combination with any third party product, software, application, or service, or (iv) use of the Cohere Products or Client Outputs that results in death, injury, or damage.

(e) Copyright Assurance.

(i) Subject to Section 9(e)(ii) below, Cohere will defend and indemnify Client, its employees, officers, directors, affiliates, agents, successors and assigns against any and all Losses arising from a third party Claim alleging that any the Client Output infringes, violates or misappropriates any copyright of the third party, against the amount of any adverse final judgement or settlement (“Copyright Assurance”).

(ii) The Copyright Assurance will not apply if:

(A) Client is not required to pay any Fees;

(B) Client has breached the terms Partner Terms or this CLA (such as by submitting infringing Client Input or breaching payment terms);

(C) Client has, in Cohere’s reasonable discretion, intentionally made use of the Cohere Products to generate Client Outputs that may infringe, violate or misappropriate the copyright of a third party;

(D) the Claim was a result of any finetuning or Modifications of the Cohere Products;

(E) Client continues to use the Cohere Products or the Client Outputs: (1) if Client knows or should reasonably know that the Client Outputs may be infringing, misappropriating, or violating the copyright of a third party; or (2) notwithstanding having received notice of the Client Outputs infringing, misappropriating, or violating the copyright of a third party; or

(F) the Claim was a result of the use of the Cohere Products by Client in combination with any Third-Party Products. “Third-Party Products” means any products, content, services, information, websites, or other third party technology that is licensed under separate license terms (and not under this CLA or Partner Terms) and that are owned by third parties that Client may choose to access through the Cohere Products, that are subject to their own terms and conditions  (if applicable).

(f) Exclusive Remedy. Section 9(b) (Cohere Indemnity) of this CLA represents the sole and exclusive liability of Cohere for infringement of the intellectual property rights of a third party in connection with this CLA; Section 9(d) (Client Indemnity) of this CLA represents the sole and exclusive liability of Client for Losses arising in connection with third party Claims covered by such indemnity.

10. Limitation of Liabilities

Cohere will not be liable for consequential, incidental, special, indirect, or exemplary damages arising out of or related to this CLA, including without limitation lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services, even if advised of the possibility of such damages. Cohere’s aggregate liability under this CLA will not exceed the amount Client paid for the Cohere Products that gave rise to the claim during the 12 months prior to the date the liability arose.

11. Term and Termination

(a) Term. This CLA will be in effect on the Effective Date and will continue for so long as Client has a valid subscription or license to the Cohere Products under the Partner Terms, unless terminated earlier as set forth in this CLA (the “Term”).

(b) Right to Request Partner to Suspend or Terminate Access. In addition and notwithstanding anything to the contrary in this CLA, Cohere reserves the right to: (i) suspend (or require Partner to suspend) Client’s access to the Cohere Products, where Cohere determines that Client has breached Section 2 or has engaged in any unauthorized or illegal use of the Cohere Products; and (ii) include in the Cohere Products measures designed to verify or prevent unauthorized or illegal use.

(c) Termination. Cohere may, in addition to other relief, terminate this CLA if (i) Client breaches or defaults on any of the material terms or conditions of this CLA and fails to correct such breach within 14 calendar days after receipt of notice of such breach, or (ii) Client becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Client for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy .

(d) Survival. The following Sections, together with any other provision of this CLA which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this CLA, will survive expiration or termination of this CLA for any reason: Section 4 (Intellectual Property; Ownership), Section 5 (Usage Report and Audit Rights), Section 6 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty and Disclaimer; Indemnification), Section 10 (Limitation of Liabilities), Section 11(d)(Survival), and Section 13 (General Provisions).

(e) Effects of Termination. Upon expiration or earlier termination of Client’s subscription or license to the Cohere Products under this CLA, Client will immediately cease using the Cohere Products and any other Cohere property, and all licenses granted by Cohere under this CLA will terminate. Client will immediately pay to Partner all amounts under the Partner Terms which arose prior to the termination or expiration of this CLA. Within five (5) calendar days following termination Client will remove from or delete the Cohere Products from the Client Environment and Client will, at Cohere’s request, certify such removal or deletion.

12. Support Services

(a) Partner, not Cohere, is responsible for providing technical support and training to Clients for the Cohere Solution (“Support Services”). For the avoidance of doubt, the Support Services are not part of the Cohere Products.

(b) Cohere may, from time to time, make available to Client new or Modified versions of the Cohere Products that Cohere makes available generally to its other customers (the “Updates”). The Updates will be delivered by Partner to Client. Partner will not be bound to provide any Support Services for Cohere Products where Client is operating on a release that is more than two Updates behind the most recent Update made available to Client by Cohere. Upon receiving an Update from Cohere, Client will be solely responsible for testing such Update and all such testing must be performed in accordance with the Documentation and Partner’s written instructions.

13. General Provisions

(a) Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one (1) day after being sent by overnight courier, or five (5) days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:

171 John Street, Suite 200
Toronto, Ontario M5T 1X3
Email: support@cohere.com with a copy to legal@cohere.com

and (ii) if to Client, to the current postal or email address identified in Client’s Partner account.

(b) Assignment. Client will not assign this CLA to any third party without Cohere’s prior written consent. Cohere may assign this CLA or any rights under it to any third party without Client’s consent. This CLA will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(c) Governing Law and Attornment. This CLA and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this CLA in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. This choice of jurisdiction does not prevent Cohere from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(d) Export Restrictions. Client will comply with all applicable export control, sanctions, and trade laws and regulations, including applicable export control and sanctions laws of the United States, Canada, the United Kingdom, the European Union, and other applicable jurisdictions, that may apply to the access to or use of the Cohere Products. Client will not export, re-export, transfer, or otherwise make the Cohere Products available: (i) to any Restricted Locations; (ii) to any person or entity subject to applicable sanctions or restricted party lists; or (iii) for any end use prohibited by applicable export control or sanctions laws. Client will also not access or use the Cohere Products in a manner that results in the unauthorized export or disclosure of controlled technical information. Cohere may suspend or terminate access to the Cohere Products if it reasonably determines that such access or use may violate applicable export control or sanctions laws.

(e) Force Majeure. Neither party will be liable for delays (except in relation to payment of Fees) caused by any event or circumstances beyond that party’s reasonable control.

(f) Severability. Any provision of this CLA found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this CLA and all other provisions of this CLA will remain in full force and effect.

(g) Waiver. A waiver of any provision of this CLA must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(h) Independent Contractors. Cohere’s relationship to Client is that of an independent contractor, and neither Party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.

(i) Amendments. Cohere may unilaterally amend this Agreement in whole or in part by posting updated terms on Cohere website.

(j) Feedback. To the extent that Client submits ideas, suggestions, documents, or proposals regarding the Cohere Products to Cohere (“Feedback”), Client acknowledges and agrees that:

(i) the Feedback does not contain confidential or proprietary information and Cohere is not under any obligation of confidentiality with respect to the Feedback; and

(ii) Cohere will be entitled to use, commercialize or disclose (or choose not to use, commercialize or disclose) such Feedback for any purpose, in any way, in any manner and to anyone worldwide without any compensation or reimbursement of any kind to Client for such use.

(k) Subcontracting. Cohere may engage third parties to assist in providing any of its obligations or enjoying any of its rights under this CLA.

(l) Entire Agreement. This CLA constitutes the entire agreement between the parties with respect to the subject matter of this CLA and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral, including any purchase order submitted by Client.

PRODUCT SCHEDULE

North Product Terms

This Schedule (North Product Terms) sets out the additional terms and conditions that apply to Client’s use of North (as defined below).  

1. Defined Terms

(a) “North” means Cohere’s agentic AI platform.

(b) “North Tool” means a software connection between North and an external source of data, which may comprise a Model Context Protocol (MCP) Server. 

(c) “North User” means a User designated by Client to access North, regardless of whether or not the individual is actively using North at any given time. An individual shall only be designated as a North User on the earlier of (a) the date he or she is authorized by Client to access North; or (b) the date he or she first accesses North.

(d) “Third Party Tool” means any portion of a North Tool provided or made available by the owner of a Third-Party Product (e.g., a third party API that enables connection to a Third-Party Product) that is outside of the control of Cohere.

2. License Grant and Delivery

(a) Client’s entitlements to North, as set out in the applicable Order Form, include:

(i) Notwithstanding Section 2(c) (Use Restrictions) of the main terms and conditions, the right to permit limited access to and use of a copy of North hosted in the Client Environment, to the extent required to permit use of the functionality of North by Clients, subject to the other terms of this CLA (including without limitation Section 3 (Client’s Responsibilities)).

(ii) access to one instance of necessary Cohere Models (Embed, Rerank, Command) and Compass, as specified by Cohere, for use solely to the extent necessary to support North. 

(b) Unless otherwise expressly set out in the applicable Order Form, Client’s use of any Cohere Models on a standalone basis from North is not included.

3. Additional North Restrictions

(a) Notwithstanding anything to the contrary in the CLA or the Partner Terms:

(i) North may only be installed or hosted in a Client Environment that meets Cohere’s minimum requirements as provided to Client, and Client will implement any technical prerequisites provided by Cohere to Client prior to installing North.

(ii) Should Client use North with a large language model other than Cohere Models, Cohere’s indemnification obligations will not apply to any such use.

4. North Tools

(a) North includes the option for Client to enable North Tools, including to enable North Users to use North to access and query organizational data that the Users otherwise have access to in external sources of data (such as Third-Party Products) from within North. 

(b) Any portion of a North Tool provided or made available by the owner of a Third-Party Product (e.g., a third party API that enables connection to a Third-Party Product) that is outside of the control of Cohere constitutes a Third-Party Product for the purposes of the Agreement. Client is responsible for determining which North Tools to enable, and for managing and configuring access controls in Third-Party Products.

(c) If the applicable Order Form or Scope of Work expressly identifies the development of any Client Owned North Tools, such Client Owned North Tools will be owned by Client for the purposes of the Agreement. “Client Owned North Tools” means a North Tool developed by Cohere or Client designed to enable connections between North and applications or services which are external to North and which are unique and proprietary to Client. 

5. License Metric Based Restrictions 

(a) Where North is licensed based on a defined number of North Users in the Order Form, the Fees include use of North for up to the number of North Users specified in the North User entitlement in the Order Form and any use of North in excess of such number of North Users will be charged to Client at a fee per North User as set out in the applicable Order Form (“North Incremental User Fee”). If a North User is removed, the number of North Users will be reduced only ninety (90) days after the account associated with the removed North User has been fully decommissioned as demonstrated by Client’s written records.

(b) Where North is licensed based on tokens per minute (“TPM”) in the Order Form and TPM processed by North exceeds the amounts permitted in the license entitlements at any time during through the Order Form term (as may be evidenced in a Usage Report), a fee will be immediately due to Partner for the remainder of such Order Form term, based on the pricing specified in the Order Form. For the avoidance of doubt, purchases of incremental usage will be required to cover maximum TPM that occurs at any time.