Cohere SaaS Agreement

This document is Cohere's SaaS Agreement governing enterprise and API customer access to Cohere's AI and NLP services, including language model APIs such as Command, Embed, and Rerank, structured as a binding contract between Cohere and the subscribing organization. The agreement states that customers receive a limited, non-exclusive, non-transferable license to access the Services, while Cohere retains all intellectual property rights in its models, outputs, and platform; the terms also authorize Cohere to use customer-submitted data for service delivery and, where not opted out, for model improvement purposes. Notably, the agreement includes broad indemnification obligations running from customer to Cohere covering third-party claims arising from customer's use of the Services or customer data, and limits Cohere's aggregate liability to fees paid in the preceding twelve months, which is a commercially common but operationally significant cap for enterprise deployments. The agreement engages GDPR and applicable data protection frameworks through a data processing addendum structure, and the EU AI Act may require evaluation given Cohere's provision of general-purpose AI models; CCPA obligations may apply depending on the nature of personal data processed through the API. Compliance teams should note that the agreement's governing law is Ontario, Canada, with disputes resolved under Ontario courts, which creates jurisdictional considerations for EU-based and US-based enterprise customers evaluating data sovereignty and dispute resolution options.