Cohere’s agreements are a family of documents rather than one contract, and the one that applies depends on how the customer obtained the service. The legal centre lists a Commercial SaaS Agreement, a Client License Agreement, an Azure AI EULA for Cohere models, channel partner marketplace terms, website terms of use and a service level objective, together with privacy and data documents.[8] This article sets out what each says on licence scope, metrics, fees, audit, data and liability, using the retrieved text. The agreements are written by Cohere Inc., of Toronto, and are governed by Ontario law.[1]
Which agreement applies
| Route | Agreement | Date shown on the page |
|---|---|---|
| Cohere API on the SaaS platform | Commercial SaaS Agreement | 2025-04-08[1] |
| Cohere website, application and API generally | Website Terms of Use | September 7, 2022[2] |
| Cohere products bought through a resale partner or installed in a client environment | Client License Agreement | 2026-08-27[3] |
| Cohere models on Azure AI Foundry or another marketplace | Azure AI EULA and Channel Partner Marketplace terms | 2025-07-09 and 2026-07-22[4][5] |
The Website Terms of Use state that they do not alter any Subscription Agreement and that, if the two conflict, the Subscription Agreement governs.[2] The SaaS Agreement includes any current or future Order Forms signed by authorised officers of each party, and takes effect on the earlier of first use and the customer’s agreement to be bound.[1] The catalog rows are Commercial SaaS Agreement and Website Terms of Use.
Commercial SaaS Agreement
Licence and restrictions
Cohere makes the Cohere API SaaS Services available during the term and grants a revocable, non-exclusive, non-sublicensable and non-transferable licence to use the Cohere API and its documentation to develop applications that interface with the services.[1] The customer may incorporate the API into its own products and use it for its internal business purposes.[1] The agreement prohibits, among other things:
- using the services, the products or any Output to build or train a similar or competitive product, such as an AI model competitive with Cohere models, to benchmark or conduct competitive analysis, or for the benefit of a direct competitor, which includes any entity that offers large language models for licence or sale;[1]
- making the services available to anyone other than a Permitted User, and reverse engineering the object code;[1]
- accessing the services from a Restricted Location, defined as Belarus, China (including Hong Kong and Macau), Iran, North Korea, Russia and Syria, or any other location Cohere advises;[1] and
- using the API for personal, family or household purposes.[1]
The preamble also states that the services may not be accessed for monitoring availability, performance or functionality, or for benchmarking.[1] A customer’s own performance testing therefore needs Cohere’s consent.
Users, keys and monitoring
On request Cohere issues Administrator Accounts through which the customer creates Customer User Accounts for its employees and contractors, each a Permitted User. Credentials may not be shared between more than one unique Permitted User, and the customer is responsible and liable for all use under its credentials, including associated fees.[1] The metric is Permitted User. API keys are Cohere’s confidential information, which Cohere may revoke at any time, and Cohere may monitor use of the API and may ask for access to a customer application to check compliance.[1] Unless an Order Form states otherwise, Cohere may limit the number of API calls at its sole discretion.[1]
Fees and payment
Fees are those in Cohere’s then-current price list unless an Order Form says otherwise, and use that exceeds the capacity on an Order Form is billed.[1] Cohere gives at least seven days notice of fee changes.[1] A customer that disputes a charge must contact Cohere within 45 days; late payments bear interest at one and a half percent a month compounded (19.56 percent annually) plus collection costs; and Cohere may suspend or terminate if a card is declined after two or more attempts.[1] Suspension does not excuse payment.[1] The Website Terms of Use also give seven days notice of price changes and say prices exclude sales taxes.[2]
Term and exit
The initial term is six months, or the period in an Order Form, and renews automatically for successive one-month periods unless either party gives at least 15 days notice. Either party may terminate for convenience via the website, or for material breach not cured within 15 days.[1] Within 30 days after termination Cohere will on request delete or render inaccessible Customer Data remaining in its systems, including Custom Models, but has no obligation to delete API Data or Finetuning Data submitted under its data licence.[1]
Custom Models and beta services
Cohere will develop a Custom Model if an Order Form says so or the customer selects one on the website, will use it solely to provide the services to that customer and will destroy it on termination or expiry. Cohere may temporarily suspend a Custom Model that the customer has not accessed for 24 consecutive hours, restoring it on the next access attempt.[1] Beta Services are for internal testing, are provided as is without indemnity, and are subject to a USD 1,000 liability cap where the exclusion is not enforceable.[1]
Data, indemnity and liability
The customer keeps ownership of Customer Data but grants Cohere a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable licence to use it to provide the services, to enforce the agreement and to improve and benchmark Cohere’s offerings, including by sharing API Data and Finetuning Data with third parties. Cohere will not share a Custom Model with a third party but may share the finetuning data used to train one.[1] Customers may not include personal information other than business contact information in Customer Data without a separate agreement.[1]
Cohere indemnifies the customer against third-party claims that the services infringe intellectual property rights. Output copyright claims are handled by the Copyright Assurance: Cohere will defend and indemnify against adverse final judgments or settlements, but the assurance does not apply if fees are overdue, the agreement has been breached, the customer intentionally generates infringing outputs, the claim resulted from finetuning or modification by the customer, or the customer continues to use outputs it knows or should know are infringing.[1] The catalog row is Copyright Assurance. Apart from the Copyright Assurance, each party’s total liability is capped at the fees paid for the services in the preceding 12 months.[1] Cohere may name the customer in publicity without notice, may assign the agreement without consent, and the customer may not assign without consent.[1] Disputes go to the courts of Toronto under Ontario law.[1]
Website Terms of Use
The Terms of Use cover the website, application and API, and the retrieved page states they were last updated on September 7, 2022.[2] They state that the solution is designed for business use, bar benchmarking and access by Cohere’s direct competitors, and prohibit using it to process health information subject to HIPAA or materials subject to ITAR.[2] The customer grants Cohere a licence to use Customer Data, including sharing API data and finetuning data with third parties, and Cohere’s total aggregate liability is capped at CAD 100.[2] Because the SaaS Agreement is more recent and more detailed, an asset manager should treat the Terms of Use as the baseline for the website and for trial use, and the SaaS Agreement as the governing document for paid API use.
Client License Agreement
The Client License Agreement applies to Cohere models and applications such as North and Compass that a client procures through a resale partner, or that are installed on partner products.[3] Fees are paid to the partner under the Partner Terms.[3] The catalog row is Client License Agreement.
Licence scope and audit
Cohere grants a revocable, non-exclusive, non-sublicensable and non-transferable licence for the client’s internal business purposes by its employees and contractors.[3] The client may not resell or sublicense the products, may not use the products or outputs to build a competing model or generate training data for large language models, and may not use them from Belarus, China, Cuba, Iran, North Korea, Russia or Syria.[3]
Section 5 is the audit clause. The client must provide a usage report for each instance of each Cohere product; Cohere, the partner or an independent auditor chosen by Cohere may audit use on ten days written notice, during the term and for one year after it, in business hours and without unreasonable interference.[3] The metric is Cohere product instance. On termination, the client must remove the products from its environment within five days.[3] Cohere may terminate for an uncured material breach after 14 days, and partner support need not cover a release more than two Updates behind.[3]
North metrics
The North Product Schedule defines two ways to license North.[3]
- North Users. A North User is a user designated to access North whether or not actively using it, counted from authorisation or first access, whichever is earlier. If North is licensed by North Users, the fees cover the number in the Order Form, additional users are charged a North Incremental User Fee, and a removed user leaves the count only 90 days after the account has been fully decommissioned, as shown by the client’s written records. The catalog row is North User.
- Tokens per minute. If North is licensed on tokens per minute and the amount processed exceeds the entitlement at any time during the term, as may be shown in a Usage Report, a fee is immediately due for the remainder of the term, and purchases must cover the maximum TPM that occurs at any time. The catalog row is North tokens per minute (TPM).
A North entitlement includes one instance of the necessary Embed, Rerank and Command models and Compass for North only, and use of Cohere models standalone is not included unless the Order Form says so. If North is used with a large language model other than Cohere’s, Cohere’s indemnification does not apply.[3] North Tools that connect to external sources are the client’s responsibility to enable and to configure access controls for.[3]
Indemnity and liability
Cohere indemnifies against third-party intellectual property claims over use of the products, except for claims based on client inputs, modification or combinations, and gives a Copyright Assurance for outputs that does not apply if the client is not required to pay fees, among other exclusions. Liability is limited to the amount paid for the products that gave rise to the claim in the previous 12 months.[3] The client must ensure that Cohere does not receive personal data unless a Data Processing Addendum has been executed.[3]
Marketplace terms
Cohere’s marketplace terms govern its models obtained through a third-party AI marketplace, such as Azure AI Foundry. Under the Azure AI EULA text, Cohere does not have access to Customer Data other than for support and will not train its models on it, receives usage data including volume of use from the channel partner, and the customer pays fees and taxes to the channel partner.[4] Only Development Users may have direct access to the channel partner APIs; End Users may use the models only indirectly through the customer application.[4] The catalog row is Development User. The Azure text sets liability at the greater of fees paid in the previous six months and USD 500 and gives a Copyright Assurance with exclusions.[4] The separately published Channel Partner Marketplace Terms of Service, last updated 2026-07-22, cover the same marketplace route and likewise provide that the customer pays fees to the channel partner and that Cohere receives usage data from the partner.[5]
Enterprise Data Commitments
Cohere’s Enterprise Data Commitments describe data handling by deployment route. In third-party cloud AI platforms and private deployments, Cohere states that it does not receive customer inputs or outputs.[6] On the SaaS platform:
- customers can opt out of prompts and generations being used to train Cohere models in the dashboard under Data Controls, and the change applies to data created after it is made;[6]
- Cohere logs and monitors use for compliance with agreements and the Usage Policy, and automatically deletes logged prompts and generations after 30 days unless a legal requirement, a customer contract or flagged misuse requires otherwise;[6]
- zero data retention, where Cohere does not log prompts or generations, is allowed only for enterprise customers who make additional commitments, requested by contacting support with a copy to the sales representative, and does not affect usage data;[6] and
- the commitments apply to paying commercial customers, which for the SaaS platform means a credit card on file; trial key use falls under the Terms of Use and Privacy Policy.[6]
Cohere points to its Trust Center for ISO 27001, ISO 42001 and SOC 2 Type II documentation, and offers a Data Processing Addendum to SaaS platform customers on request, while stating none is needed for private and third-party cloud deployments because Cohere does not receive prompts there.[6] Account deletion is processed within seven days, while prompts and generations follow the 30-day schedule.[6] The catalog rows are Enterprise Data Commitments and Zero data retention.
The SaaS Agreement licence to use Customer Data to improve the services and share finetuning data with third parties sits alongside the training opt-out. The commitments page is a policy statement, not an Order Form; where a customer relies on a particular retention or training commitment, it should be written into the Order Form or Data Processing Addendum. The Model Training Privacy Notice adds that where a user has given Cohere permission to use inputs and outputs for training, personal information is de-identified or stripped before use.[7]
Out of scope
Individually negotiated Order Forms, the Data Processing Addendum text, the Service Level Objective (which the legal centre lists but whose content did not load in the retrieved copy), Cohere’s Privacy Policy, and the Usage Policy requirements covered in Cohere model licences and open weights.