Cohere
Weighted across nine legal categories. Lower is worse.
Executive summary
This agreement presents significant consumer risks across multiple categories, particularly regarding account termination, data licensing, liability caps, and dispute resolution. While it avoids mandatory arbitration, its broad unilateral modification rights, exclusive foreign venue, and extensive third-party data sharing provisions heavily favor the company. Consumers should seek clearer safeguards for data control, fair cancellation/refund processes, and localized legal recourse.
Category breakdown
Acceptance of Terms & Scope
Contract formation and service boundaries
Acceptance occurs via browsewrap language tied to mere use, with no explicit clickwrap confirmation or age verification mechanism for minors. The scope is overly broad, covering undefined future services and all content without clear boundaries.
Key findings
- Browsewrap acceptance model
- Vague scope covering unspecified future products
- Age of majority required but no child data safeguards noted
Evidence from the document
BY USING THE COHERE SOLUTION IN ANY WAY... YOU... AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE
Recommendations
- Implement explicit clickwrap consent
- Narrow scope to clearly defined current services
- Add age-gating or COPPA/GDPR-K compliance if minors are targeted
User Accounts
Registration, suspension, and termination
The company reserves the right to suspend or terminate accounts at its sole discretion based on good-faith beliefs of violation, with no notice, cure period, appeal process, or data export rights provided.
Key findings
- Sole discretion termination
- No notice or cure period
- No data export or appeal mechanism
Evidence from the document
We reserve the right to disable any User ID issued to you at any time in our sole discretion.
if Cohere believes in good faith that you have violated any provision... suspend your access
Recommendations
- Require written notice and a reasonable cure period
- Provide an appeal process with human review
- Guarantee data export before account closure
Intellectual Property & UGC
Content ownership and licensing
Users grant an irrevocable, sublicensable, worldwide license that explicitly permits sharing fine-tuning and API data with third parties who may use it for their own purposes, with no attribution, revenue share, or post-deletion restrictions.
Key findings
- Irrevocable and sublicensable license over user data
- Explicit permission to share training/API data with third parties
- No retention limits or deletion safeguards
Evidence from the document
YOU GRANT US A NONEXCLUSIVE, WORLDWIDE, ROYALTY-FREE, IRREVOCABLE, SUBLICENSABLE, AND FULLY PAID-UP RIGHT TO ACCESS, COLLECT, USE, PROCESS, STORE, DISCLOSE AND TRANSMIT ANY DATA... INCLUDING BY SHARING API DATA AND FINETUNING DATA WITH THIRD PARTIES WHO MAY USE THE FINETUNING DATA AND API DATA TO PROVIDE SERVICES TO COHERE AND FOR OTHER PURPOSES PERMITTED UNDER THEIR TERMS AND CONDITIONS.
Recommendations
- Limit license to service operation only
- Prohibit third-party reuse without explicit opt-in
- Clarify that licenses terminate upon data deletion
Data Privacy
Data collection, usage, and protection
Privacy controls are vague and heavily deferred to a separate policy and third-party terms. Security guarantees are explicitly disclaimed, and there are no granular consent mechanisms or statutory rights references in this document.
Key findings
- Security of transmitted data explicitly not guaranteed
- Third-party data handling governed by unknown external terms
- No explicit GDPR/CCPA rights or retention limits listed
Evidence from the document
COHERE DOES NOT REPRESENT, WARRANT, OR COVENANT THAT IT HAS REVIEWED ANY THIRD PARTY TERMS AND CONDITIONS AND IS NOT RESPONSIBLE FOR ANY API DATA OR FINETUNING DATA SHARED WITH THIRD PARTIES.
We do not guarantee the security of data transmitted over the Internet or public networks
Recommendations
- Incorporate explicit privacy rights (access, delete, portability)
- Specify data retention periods and deletion protocols
- Provide granular opt-out controls for data sharing and training
Payment & Subscriptions
Billing and subscription management
Price changes require only seven days' notice, and refunds are explicitly denied even during service disruptions. Cancellation methods and pro-rated refund policies are absent, though auto-renewal specifics are deferred to payment processors.
Key findings
- Short 7-day notice for price increases
- Explicit denial of refunds for outages
- No clear online cancellation or proration policy
Evidence from the document
We will provide you no less than seven (7) days’ notice prior to implementing a change to our prices.
COHERE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU.
Recommendations
- Extend price change notice to 30 days
- Allow straightforward online cancellation matching signup method
- Offer pro-rated refunds for unused subscription periods
Limitation of Liability
Risk allocation and legal protection
Liability is capped at a trivial $100 CAD, and all warranties are disclaimed to the fullest extent permitted by law. The clause lacks explicit carve-outs for gross negligence, willful misconduct, or non-waivable statutory rights.
Key findings
- Aggregate liability capped at $100 CAD
- Broad 'as is' warranty disclaimer
- No explicit preservation of statutory rights or carve-outs for misconduct
Evidence from the document
IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE COHERE SOLUTION, EXCEED $100 CAD.
WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND... WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL
Recommendations
- Raise liability cap to a commercially reasonable amount
- Explicitly carve out gross negligence, willful misconduct, and fraud
- Use plain language and improve formatting for conspicuousness
Indemnification
Legal responsibility allocation
Users must indemnify the company for claims arising from mere 'use' of the solution, alongside breaches and violations. The obligation is uncapped, covers attorney fees, and survives termination, with no reciprocal company indemnity.
Key findings
- Triggered broadly by 'use' of the service
- Uncapped financial exposure including legal fees
- Survives account termination indefinitely
Evidence from the document
You will defend, indemnify and hold harmless the Cohere Parties from and against any claims... arising out of or in connection with: your use (or the use by any third party using your User ID) of the Cohere Solution or the Services
Recommendations
- Narrow trigger to actual breach, unlawful conduct, or IP infringement
- Add reciprocal indemnity for company-caused claims
- Cap indemnification costs and require company notification/control
Modification of Terms
How agreements can be changed
The company can change terms at any time, with continued use constituting acceptance. Notice methods are vague ('and/or notify you by some other means'), and there is no archive of past versions or right to reject with a refund.
Key findings
- Unilateral modification right at any time
- Continued use equals acceptance
- Vague notice requirements and no version history
Evidence from the document
we reserve the right to change any element of these Terms of Use at any time.
continued access to or use of the Cohere Solution after any changes to the Terms of Use indicates your acceptance of such changes.
Recommendations
- Require active consent for material changes
- Provide 30+ days advance email/in-app notice
- Maintain dated archives and offer pro-rated refunds upon objection
Governing Law & Disputes
Jurisdiction and conflict resolution
Disputes must be litigated exclusively in Toronto, Ontario courts under Ontario law, regardless of the consumer's physical location. This strips local consumer protections and imposes significant travel/legal burdens on international users.
Key findings
- Exclusive jurisdiction in Toronto, Ontario
- Ontario law applies regardless of user location
- No class action waiver or arbitration, but venue/law choice is highly restrictive
Evidence from the document
you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the Cohere Solution.
such laws apply to your access to or use of the Cohere Solution notwithstanding your physical location.
Recommendations
- Allow consumers to bring claims in their home jurisdiction
- Preserve mandatory local consumer protection laws
- Consider non-exclusive venue for consumer-initiated disputes
Ex-TerCo provides automated analysis of legal documents for informational purposes. This is not legal advice. Terms can change at any time.