Terms of Use

Last updated: 1st of November, 2021
By accessing or using our application programming interfaces, or associated software, websites, tools, developer services, data, UI and design or documentation (collectively, "Cedille"), you agree to be legally bound by and comply with the following terms, as well as any referenced policies, guidelines or agreements, any documentation relating to your use of Cedille, and any additional requirements applicable to Cedille (collectively the "Terms").These Terms are entered into with Coteries Ltd. and its affiliates ("we", "our" or "us"). You understand that we may change these Terms or suspend or terminate your use of Cedille at any time. We will post notice of changes to the Terms on our website. Your continued use of Cedille after any changes to these Terms means you agree to the changes.

1. Registration and Access to Cedille.ai

  • Accepting the Terms: You may not use Cedille.ai and may not accept these Terms if (i) you are not of legal age to form a binding contract with us, or (ii) you are a person barred from using or receiving Cedille.ai under the applicable laws of the country in which you are resident or from which you use Cedille.ai.
  • Authority: If you are using Cedille.ai on behalf of a person, company or entity, you represent and warrant that you have full legal authority to accept these Terms on behalf of that person, company or entity.
  • Access and Credentials: To access Cedille.ai, you must register according to our procedures and provide us with certain information (such as identification or contact details) as part of the registration process. Once registered, you will be issued certain access credentials to access Cedille.ai. You must keep the access credentials confidential and you may not sell, share, transfer, sublicense or otherwise make the access credentials available to others. You are responsible for all activities that occur using your access credentials. You will not misrepresent or mask your identity or your credentials when accessing or using Cedille.ai.
  • Registration Information: Any registration information that you give to us must be accurate and up to date and you will promptly inform us of any changes. You agree that we can use, store, and internally share your registration information to contact you for purposes under these Terms (for example, to notify you of any updates to developer tools) and in accordance with our privacy policy.


2. Use of the Website version of Cedille.ai

License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, non-assignable, revocable license during the Duration (as defined below) to: (i) use Cedille.ai solely to develop, test, run, operate, and support your Application; (ii) to display the Content accessed through Cedille.ai within your Application; and (iii) as otherwise expressly authorized by us in writing.

Ownership: As between you and us, we and our affiliates own all rights, title, and interest in and to Cedille.ai, Content, and all associated elements, components, and executables. Subject to the foregoing, you own all rights, title, and interest in and to your Application. You have no right to distribute or allow access to Cedille.ai. Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are reserved.

Copyright: We will not assert copyright over Content generated by Cedille.ai for you or your end users.

Feedback: If you provide us feedback about Cedille.ai or Content or any of our technology, data, business or systems, to the maximum extent permitted by law, we will  fully and solely own all right, title and interest in and to such feedback which will automatically vest in us and/or be transferred to us, and, in any event, you hereby grant to us an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit your feedback in any manner and for any purpose without any obligation to you. You will not give feedback that requires us to license its software or documentation to third parties because of including your feedback in them.

Support: We may provide you with technical support and guidance for using Cedille.ai and we may stop providing such support to you at any time without obligation to you.

3. Usage Requirements

In using Cedille.ai, you (and anyone acting on your behalf) must adhere to the following:

  1. You will use Cedille.ai and the Content only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with these Terms, and the license granted in Section 3(a); (iii) in a manner that does not infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity; (iv) in a manner consistent with our policies; (v) subject to usage limitations (including, without limitation, quotas) imposed by us; and (vi) in a manner consistent with the intended use specified to us, as declared in any form of communication with us, including but not limited to the custom models application form.
  2. You will not: (i) distribute, sell, lend, transfer, or grant any rights in or to all or any portion of Cedille.ai or Content to any third party (except for making Content available to end users and allowing end users to use your integration of Cedille.ai through the Application); (ii) create any software that functions substantially the same as Cedille.ai and offer it to third parties; (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of Cedille.ai or any models (including without limitation model weights); (iv) modify, alter, tamper with, repair or otherwise create derivative works of Cedille.ai or Content or attempt to do so; (v) use Cedille.ai or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of Cedille.ai; or (vii) bypass any quotas placed on your use of Cedille.ai. Any action taken by you to bypass such quotas shall be deemed a material breach of these Terms.
  3. You will ensure that the use of Cedille.ai or Content with your Application does not violate these Terms or any agreement between you and anyone else. You shall not upload, insert or publish information, content or data about natural persons and/or data subjects through your Application using Cedille.ai without obtaining prior consent or any other relevant permissions from such persons and/or data subjects.
  4. You may not use web scraping, web harvesting, or web data extraction methods to extract data from Cedille.ai, the Content, or our (or our affiliates’) software, models or systems.
  5. You will not remove, obscure, or alter any notice, including any notice of intellectual property right, appearing on or contained within Cedille.ai or Content
  6. You will not use Cedille.ai or Content or allow any user to use the Application in a way that violates applicable law, including:
    a. illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws;
    b. accessing or authorizing anyone to access Cedille.ai from an embargoed country as prohibited by the U.S. government; and/or
    c. threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.
    d. You will make reasonable efforts to reduce the likelihood, severity, and scale of any societal harm caused by your use of Cedille.ai. We may request information from you regarding your efforts to reduce safety risks, and such information may be used to assess compliance with these Terms as well as to inform improvements to Cedille.ai.
    e. You will not use Cedille.ai or Content or allow any user to use the Application in a way that causes societal harm, including but not limited to:
       I. misleading end users that Application outputs were human-generated for generative use cases that do not involve a human in the loop;
       II. generating spam; and
       III. generating content for dissemination in electoral campaigns.

4. Privacy and Data Protection

Your Compliance: You must comply with all laws and regulations applicable to your use of Cedille.ai and the data accessed through Cedille.ai, including without limitation, laws related to the privacy of personally identifiable information ("Privacy Laws"), such as the European Union General Data Protection Regulation, Regulation (EU) 2016/679 ("GDPR") and the with the Swiss Federal Data Protection Act of 19 June 1992 (RS 235.1; LPD). You also agree to our Privacy Policy.

Submission of Content: We do not acquire any ownership of any intellectual property rights in the content that you submit to Cedille.ai, except as expressly provided in these Terms. For the sole purpose of enabling us and our affiliates to provide, secure, and improve Cedille.ai (and related software, models, and algorithms), you give us and our affiliates a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to copy, display, upload, perform, use, host, store, modify, communicate and publish all content submitted, posted or displayed to or from Cedille.ai for any Cedille.ai-related purpose in any form, medium or technology now known or later developed. When permissible under applicable Privacy Laws, the foregoing license survives consumer requests for deletion of personal data or Personal Information for the sole purpose of enabling us and our affiliates to provide, secure, and improve Cedille.ai. Before you submit content to Cedille.ai, you will ensure that you have the necessary rights (including rights from your end users) to grant us the license.

5. Disclaimer

  1. The materials on Cedille.ai website are provided on an 'as is' basis. Cedille.ai makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
  2. Further, Cedille.ai does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

6. Modifications

You understand that we may change our rules and procedures relating to the use of Cedille.ai at any time. We may also change or amend these Terms at any time in our sole discretion. We will post notice of changes within our documentation and/or to our website. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted, except for changes addressing new Cedille.ai functions or changes made for legal reasons, which will be effective immediately. Your continued use of Cedille.ai and Content after any change or amendment means you agree to such changes or amendments. If you do not agree to such changes or amendments, you must stop using Cedille.ai and Content immediately and terminate these Terms.

7. Term and Termination

Term: These Terms will take effect when you first use Cedille.ai and will remain in effect until terminated according to these Terms (the "Duration").

Our Right to Terminate; Suspension: We have the right to terminate these Terms, and suspend or revoke your access to all or any of Cedille.ai and Content, at any time for any reason. We may also limit your access to some or all of Cedille.ai or Content at our sole discretion at any time. When you receive notice from us, you will immediately stop using Cedille.ai and Content.

Your Right to Terminate: You may terminate these Terms by discontinuing the use of Cedille.ai and Content.

Your Obligation Post-Termination: Upon termination, all licenses granted within these Terms immediately and automatically expire and you must immediately cease using Cedille.ai and Content.

Survival: The provisions of these Terms which, by their nature, should survive termination or expiration of these Terms (including but not limited to Ownership; Copyright; Feedback; Privacy and Data Protection; Termination; Limitation of Liabilities and General Terms), shall survive and remain in effect after the expiration or termination of these Terms, and apply to respective permitted successors and permitted assigns.

8. Limitations of liabilities

In no event shall Cedille.ai or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Cedille.ai website, even if Cedille.ai or a Cedille.ai authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

9. General Terms

Additional Terms. In addition to these Terms, your use or access of Cedille.ai may also be subject to any other agreements you have with us. If you use Cedille.ai as an interface to, or in conjunction with, our other products and services, then the terms of those products and services also apply to you and your end users.

Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and us or any of our affiliates. We and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

Use of Brands. You will not use our or any of our affiliates’ names, logos, or trademarks, without our prior written consent.

Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to you.

Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to us or our affiliates. Accordingly, you agree that, if you violate or breach these Terms, we shall have the right to seek injunctive relief against you in addition to any other legal remedies that we may have.

Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of Cedille.ai and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us on that subject.

Waiver and Severability. If you do not comply with these Terms, and we do not take action right away, this does not mean that we are giving up any rights it may have (such as taking action in the future). If a particular term in these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

10. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of Switzerland and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

11. Legal notice and contact

Company name: Coteries Ltd

Address: Chemin des Blés 6, 2606 Corgémont, Switzerland

Email: info@coteries.com