If someone sues Cohere because of how you use the API, the data you submit, or your violation of the agreement or law, you are responsible for covering Cohere's legal costs and any resulting damages.
This analysis describes what Cohere's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
The indemnification obligation is broad and covers any third-party claims arising from the customer's use of the Services or customer data, which means enterprise customers bear full financial exposure for misuse of the API, data-related claims, or regulatory violations arising from their deployment.
Interpretive note: The breadth of the indemnification trigger (arising out of or related to Customer's use of the Services) is subject to interpretation and may be construed broadly or narrowly depending on the governing jurisdiction's applicable standards.
The agreement requires the customer to indemnify Cohere for claims arising from customer's use of the Services, customer data, or violations of law, meaning enterprise customers are contractually responsible for covering Cohere's legal costs and damages in a wide range of scenarios including third-party privacy claims or regulatory enforcement actions related to the customer's API deployment.
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"Customer will defend, indemnify, and hold harmless Cohere and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Services; (b) Customer Data; (c) Customer's violation of this Agreement; or (d) Customer's violation of applicable law.— Excerpt from Cohere's Cohere SaaS Agreement
(1) REGULATORY LANDSCAPE: Indemnification provisions do not directly implicate a specific regulatory framework, but the scope of the indemnity (covering claims arising from Customer Data) creates significant exposure in regulated industries where data handling obligations are extensive, such as HIPAA-covered entities, GDPR-subject organizations, and financial services firms subject to data protection requirements. (2) GOVERNANCE EXPOSURE: Medium to High. The indemnification scope is broad and includes claims arising from Customer Data, which means third-party data subjects whose personal data appears in API inputs could potentially trigger indemnification obligations if they bring claims against Cohere related to that data. The inclusion of regulatory violations as a trigger is particularly significant for enterprise customers in regulated sectors. (3) JURISDICTION FLAGS: The scope of indemnification obligations and their enforceability varies by jurisdiction. In the EU, GDPR establishes a mandatory liability framework for data controllers and processors that may interact with contractual indemnification structures. Ontario law governs the agreement, and Canadian courts will interpret the indemnification clause under that framework. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether the indemnification scope is commercially standard and whether carve-outs for Cohere's own negligence or misconduct are adequately addressed. The absence of a mutual indemnification structure or a cap on indemnification liability should be flagged for negotiation in high-risk enterprise deployments. (5) COMPLIANCE CONSIDERATIONS: Legal teams should document the indemnification triggers and ensure that appropriate insurance coverage (including technology errors and omissions, cyber liability, and general liability) is in place to address indemnification exposure. Contractual review should confirm whether downstream customers or data processors have provided equivalent indemnification protections.
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The indemnification obligation is broad and covers any third-party claims arising from the customer's use of the Services or customer data, which means enterprise customers bear full financial exposure for misuse of the API, data-related claims, or regulatory violations arising from their deployment.
The agreement requires the customer to indemnify Cohere for claims arising from customer's use of the Services, customer data, or violations of law, meaning enterprise customers are contractually responsible for covering Cohere's legal costs and damages in a wide range of scenarios including third-party privacy claims or regulatory enforcement actions related to the customer's API deployment.
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