If something goes wrong, Cohere's total financial responsibility to you is capped at what you paid in the past twelve months, and neither side can claim indirect or consequential 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 twelve-month fee cap limits Cohere's maximum financial exposure regardless of the severity of a service failure or data incident, which is operationally significant for enterprise customers whose actual losses from a data breach or service outage could substantially exceed fees paid.
Interpretive note: Enforceability of the consequential damages exclusion and aggregate liability cap may vary by jurisdiction; Canadian, EU, and US courts apply different standards when evaluating whether such caps are enforceable in the context of data breaches or gross negligence.
The agreement limits Cohere's total liability for all claims to fees paid in the prior twelve months, meaning that if a data incident or service failure causes losses exceeding that amount, the customer's contractual recourse against Cohere is capped at that figure; consequential and indirect damages are excluded entirely.
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WHATNOT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORT...
Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, re...
BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO CONTRACTUAL TERMS THAT WILL LIMIT SOME OF YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTY, AN EXCLUSION OF CERTAIN KINDS OF DAMAGES, AND A LIMITATION OF LIABILITY.
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"In no event will either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable by Customer in the twelve (12) months preceding the claim. In no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages.— Excerpt from Cohere's Cohere SaaS Agreement
(1) REGULATORY LANDSCAPE: Liability caps in commercial SaaS agreements are generally enforceable in common law jurisdictions including Canada, the US, and the UK, though courts may scrutinize caps that are disproportionately low or that attempt to exclude liability for gross negligence or intentional misconduct. GDPR Article 82 establishes a separate statutory liability framework for data protection violations that may not be fully displaced by contractual liability caps; EU supervisory authority enforcement actions operate independently of contractual limitations. (2) GOVERNANCE EXPOSURE: Medium. The twelve-month fee cap is a commercially common SaaS provision, but for large enterprise deployments where annual fees may be modest relative to the value of data processed, the cap may provide inadequate contractual protection. The exclusion of consequential damages is particularly relevant for use cases where downstream business losses from a service failure could be substantial. (3) JURISDICTION FLAGS: In the EU, GDPR Article 82 provides data subjects with a right to compensation that cannot be contracted away, creating a parallel liability channel that operates independently of this contractual cap. In some US states, limitations on liability for willful misconduct or gross negligence may be unenforceable. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether the liability cap is commercially acceptable given the specific deployment risk profile and the value of data being processed. Negotiation of higher liability caps or carve-outs for data breaches is a standard enterprise procurement consideration. Cyber insurance coverage should be reviewed in light of the contractual cap. (5) COMPLIANCE CONSIDERATIONS: Risk management teams should document the liability gap between the contractual cap and potential actual losses, and ensure that appropriate insurance and contractual protections are in place at other points in the data processing chain.
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The twelve-month fee cap limits Cohere's maximum financial exposure regardless of the severity of a service failure or data incident, which is operationally significant for enterprise customers whose actual losses from a data breach or service outage could substantially exceed fees paid.
The agreement limits Cohere's total liability for all claims to fees paid in the prior twelve months, meaning that if a data incident or service failure causes losses exceeding that amount, the customer's contractual recourse against Cohere is capped at that figure; consequential and indirect damages are excluded entirely.
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