Last updated: April 30, 2021
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any Services, products, applications or otherwise, including any Subscription Agreement (defined in Section 5 below) you enter with us.
(c) You may need to update third-party software from time to time in order to use the Cohere Solution.
2. User Account
(a) To access certain features of the Cohere Solution, you may be required to successfully sign up for a user account using the available interfaces of the services, and select a username and password login credentials (the “User ID”).
(b) If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
(c) You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Cohere Solution.
(d) We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Cohere Solution (or any portion thereof).
3. Electronic Communications
(a) When you use or view the Cohere Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail[, by text message] or by posting notices on the Cohere Solution. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(b) By creating an account to access the Cohere Solution, you acknowledge that Cohere will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Cohere Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Cohere Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications exchanged or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
(c) If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications. Users who unsubscribe from receiving such promotional communications may continue to receive certain transactional and/or account-related communications.
(d) If you sign up through Cohere to receive special offers regarding products and services from our partners, you authorize us to share your email address and other Personal Information (as defined below) you authorize with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from Cohere by changing your user settings or by contacting us in the manner described below; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use the Cohere Solution. You understand that Cohere may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner or Cohere has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.
(e) By using the Cohere Solution, you acknowledge and agree that Cohere will be transmitting certain of your Personal Information electronically.
4. User Data and Privacy
(a) You grant us a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Customer Data to: (i) provide the Cohere Solution; (ii) improve and enhance the Cohere Solution and our other offerings; and (iii) produce data, information, models or other materials that are not identified as relating to a particular individual or company (such data, information, models and materials, the “Aggregated Data”). For the avoidance of doubt, we may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to you of any kind.
5. Subscription Orders
(b) The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
(c) You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with any applicable Subscription Agreement.
(d) If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. Pricing and Services
Subscription and Services options displayed on the Cohere Solution may be discontinued or unavailable for any other reason, and prices are subject to change. Except where otherwise indicated, all prices do not include any applicable sales taxes, which will be added to your total purchase price. You are responsible for the payment of any provincial and local sales or use taxes that may apply to your Subscription Order.
8. Promotional Offers
We may run promotional offers from time to time on the Cohere Solution. The terms of any such promotion will be posted on the Cohere Solution. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Promotional offers may not be available in your jurisdiction.
9. Ownership of the Cohere Solution
(a) All right, title and interest, including intellectual property rights, in the Cohere Solution, the source code in the software we use to provide the Cohere Solution (the “Software”) and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Cohere (or our third-party suppliers, if applicable).
(b) The Cohere Solution and all materials provided by us hereunder are made available or licensed and not “sold” to you.
(c) The Software and all other materials provided by us hereunder, including content we make available through or in the Cohere Solution, are protected by copyright in Canada. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Cohere Solution, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.
(e) “Cohere” is the trade name and mark of Cohere Inc. Any trademarks, graphics or logos appearing in or on the Cohere Solution are the exclusive property of Cohere (or its third-party suppliers) and may not be used in any manner without our express written consent.
10. Licence to the Cohere Solution
11. Additional Terms
12. Updates and Upgrades
13. Your Responsibilities
You agree to:
(a) use reasonable efforts to prevent unauthorized access to or use of the Cohere Solution;
(b) keep your User IDs and all other login information confidential;
(c) not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity;
(d) monitor and control all activity conducted through your account in connection with the Cohere Solution;
(e) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
(f) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
(g) not use anyone else’s User ID at any time, without the permission of the User ID holder;
(h) not attempt, in any manner, to obtain the password, account, or other security information from any other user; and
(i) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data and privacy laws. Except as authorized by applicable law, you agree not to export, re-export or transfer the Cohere Solution or any part thereof to any country, person, entity or end user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations and laws both foreign and domestic.
14. No Unlawful or Prohibited Use
(a) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Cohere Solution (e.g., a denial of service attack);
(b) attempt to gain unauthorized access to the Cohere Solution, or bypass any measures we may use to prevent or restrict access to the Cohere Solution;
(c) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Cohere Solution any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; (viii) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (ix) contains information about an identifiable individual;
(d) use the Cohere Solution in a manner which, in the opinion of Cohere would tend to bring Cohere or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of Cohere or any of its the trademarks, or adversely affect the relationship between Cohere and any of its licensors or other customers;
(e) use the Cohere Solution to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;
(f) use the Cohere Solution to generate political propaganda;
(g) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Cohere Solution or any part thereof or otherwise attempt to discover any source code;
(h) use the Cohere Solution for the purpose of building a similar or competitive product or service;
(i) advertise to, or solicit, any user to buy or sell any third party products or services, or use any information obtained from the Cohere Solution in order to contact, advertise to, solicit, or sell to any user without their prior express consent;
(j) use the Cohere Solution or any part thereof to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website, or use any paid advertising platform to promote links that direct to the Cohere domain or use the Cohere trademark;
(k) run Maillist, Listserv, any form of auto-responder or “spam” on the Cohere Solution, or any processes that run or are activated while you are not logged into the Cohere Solution, or that otherwise interfere with the proper working of the Cohere Solution (including by placing an unreasonable load on the Cohere Solution’s infrastructure);
(l) publish, market, advertise or in any way distribute the Content;
(m) share, transfer or otherwise provide access to an account designated for you to another person;
(n) copy or store any significant portion of the Content;
(o) use the Cohere Solution or Content to stalk, harass or harm another individual;
(p) mirror or frame the Cohere Solution or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
(q) authorize, permit, enable, induce or encourage any third party to do any of the above.
15. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Cohere Solution. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Cohere Solution.
17. Third Party Content, Websites or Services
Your interactions with organizations and/or individuals found on or through the Cohere Solution, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law Cohere is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
18. Malicious Code and Security
The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Cohere Solution is compatible with your computer system or mobile device or that the Cohere Solution, or any links from the Cohere Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Cohere Solution.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE COHERE SOLUTION AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES OR CONDITIONS PROVIDED IN AN APPLICABLE SUBSCRIPTION AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE COHERE SOLUTION AND THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE COHERE SOLUTION AND THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE COHERE SOLUTION.
IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY COHERE FOR WHATEVER REASON, EVEN IF COHERE HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COHERE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS COHERE HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, COHERE WILL USE REASONABLE EFFORTS TO RETURN SERVICE AS SOON AS REASONABLY POSSIBLE.
20. Limitation of Liability
Without limiting the foregoing, under no circumstances will any of the Cohere Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
You will defend, indemnify and hold harmless the Cohere Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
(a) your use (or the use by any third party using your User ID) of the Cohere Solution or the Services (except to the extent prohibited by law);
(c) your violation of any law or the rights of a third party (including intellectual property rights);
(d) your User Data; or
(e) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Cohere Solution.
22. Term and Termination; Survival
23. Geographic Restrictions
Cohere makes no representation that the Cohere Solution is or will be available for use in all locations outside Canada or all locations within Canada. The Cohere Solution is available for use in Canada which may be updated by Cohere from time to time, subject to applicable law. We provide the Cohere Solution for use only by persons located in Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the Cohere Solution from outside Canada, you do so at your own risk, and you are responsible for compliance with the local laws of your jurisdiction.
24. General Provisions
26. Apple App Store Additional License Terms
(b) notwithstanding anything to the contrary hereunder, you may use the Cohere Solution only on an iPhone or iPod touch that you own or control;
(c) you and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Cohere Solution;
(g) you represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties;
27. Google Play
(a) you acknowledge that Google is not responsible for providing support services for the Cohere Solution; and