Last updated: April 8, 2022
This Cohere Software As A Service Agreement (the “ Agreement ”) is entered into between Cohere Inc. (“ Cohere ”), with its principal place of business located at 171 John Street, Suite 200, Toronto, ON M5T 1X3 and the customer accessing, downloading, installing or otherwise using (the terms “ use ”and “ using ”will refer to any of the foregoing) the Cohere API SaaS Services (as defined below) (such customer, the “ Customer ”), and is entered into on the earlier of the date Customer first uses any part of the Cohere API SaaS Services and the date Customer agrees to be bound by this Agreement (the “ Effective Date ”). This Agreement includes any current or future Order Forms (all as defined below in Section 1), and all such documents are incorporated by this reference. Each of Cohere and Customer will individually be referred to as a “ Party ”and jointly as the “ Parties ”.
This Agreement sets forth the terms and conditions that govern the provision and use of the Cohere API SaaS Services for AI-powered text prediction services.
BY USING THE COHERE API SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14(l). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE COHERE API SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO COHERE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE COHERE API SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO COHERE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
THE COHERE API SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
COHERE ’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE COHERE API SAAS SERVICES, EXCEPT WITH COHERE ’S PRIOR WRITTEN CONSENT.
Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 1.
Upon Customer ’s request, Cohere will issue one or more administrator accounts (the “Administrator Accounts ”) to Customer that provides Customer with the capability to create user accounts (each, a “ Customer User Account ”) for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Cohere API SaaS Services (each user, and each administrator, a “ Permitted User ”).
Customer will ensure that Permitted Users only use the Cohere API SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Cohere of any actual or suspected unauthorized use of the Cohere API SaaS Services. Cohere reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the Cohere API SaaS Services, including Permitted Users, are contractually bound to terms and conditions with customer that are no less restrictive or protective of Cohere ’s rights than those set forth in this Agreement.
Customer will generally have access to Cohere ’s technical support services (“ Support Services ”): (i) via email at firstname.lastname@example.org; and (ii) via Cohere ’s knowledge base and documentation available online at api.cohere.ai. Any additional support related terms and conditions may be set out in an Order Form.
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 CONTENT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER ’S USE OF THE COHERE API SAAS SERVICES OR THE COHERE API (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
infringes, violates or misappropriates any intellectual property right of such third party. The obligations of Cohere in this subsection (c) will not apply to the extent that a Claim by a third party is: (i) based on the unauthorized use by the Customer (or any Permitted User) of the Cohere API SaaS Services in a manner not permitted by this Agreement, if such Claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); or (ii) based on the Modification of any deliverables by or on behalf of the Customer in a manner not permitted by this Agreement, if such claim would not have arisen but for such Modification.
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
49 Spadina Avenue, Unit 400
Toronto, Ontario M5V 0K3
and (ii) if to Customer, to the current postal or email address that Cohere has on file with respect to Customer. Cohere may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Cohere current at all times during the Term.