Service Agreement Terms & Conditions

Effective as of November 7, 2023

You can find previous versions here: March 20, 2021

Welcome! These user terms of service (the “Encord Client Terms” or “Terms”) govern your access and use of the Cord Technologies Inc. (“Encord,” “we,” or “us”) website, software, application, APIs, and any other services provided by us (collectively, the “Services”). Please read them carefully. Website visitors may be referred to in these Terms as “Site Visitors” and individuals or entities who use the Services or create an account (“Account”) and their Authorized Users are collectively referred to as “Clients”. Clients and Site Visitors may be referred to in these Terms as “users” “you” and “your” as applicable.

In addition to these terms, we also publish a Privacy Policy that describes how we process, collect, use, and protect your information.

These Terms are in addition to, and do not nullify, any other agreement between you and Encord or any other applicable terms and conditions provided through the use of the Services. If you are a paid customer (“Paid Customer”) and you or your organisation are bound by a separate Services Agreement with Encord, then these Terms will apply, only to the extent that any terms here are not found in your Services Agreement.

  1. Acceptance of Terms
    1. By accessing and using the Services, you as a Site visitor, user, or Client accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that may be communicated to you by Encord or shared within the Service documentation. If you do not agree to these Terms, you are not authorized to use the Services and must cease using the Services immediately.
  2. About Encord
    1. Encord is a comprehensive data engine and software stack solution offering a range of features to streamline and optimise your ML workflow. It consists of three main product offerings: Annotate, Active, and Index. For more information about Encord and our product, please visit
  3. Eligibility
    1. You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to 'you' and 'your' in these Terms, except for in this sentence, refer to that organization or entity).
    2. If Encord has previously prohibited you from accessing the Services, you are not permitted to access or use the Services.
  4. Encord License
    1. Access. Users signing up or creating an Encord account on their own behalf in their personal capacity should utilize their personal email address. You will be responsible for providing complete and accurate information and must maintain and update such information to ensure it is complete and accurate. Clients or Paid Customers whose organizations’ have signed a Services Agreement with Encord should sign up using their organization-provided email address. For the avoidance of doubt, you are not permitted to use a third party’s account or any account but your own, and by agreeing to these Terms you represent that you will not allow anyone other than an Authorized User to access or use the Services. You agree to notify Encord immediately of any unauthorized use of your account.
    2. Unauthorized Use. Further, you will promptly notify Encord of any suspected violation of these Terms by a Client or Authorized User and will cooperate with Encord to address the suspected violation. Encord may suspend or terminate any user’s access to the Services, in the event that Encord reasonably determines that such user violated these Terms.
    3. Trials. Encord provides numerous Service options. From time to time, we may provide Clients with access to use our Services free-of-charge or at a reduced rate (a “Trial”), this Trial can only be activated by Encord in an Authorized User’s account. By using the Services you agree to the terms under this Agreement. Encord will make the applicable Services available to you on a trial basis until the earlier of (a) the end of the trial period (if not terminated earlier) or (b) the start date of your paid subscription. Encord reserves the right to suspend, limit, or terminate the Trial for any reason and at any time without notice.
    4. Freemium License. Encord, may, from time to time and at its sole discretion offer Clients or Paid Customers with access to the Services at no charge (a “Freemium License”). Encord will explain the nature of the Freemium license and the Services available to you when you are signing up for the Services. Encord reserves the right to suspend, limit, or terminate the Client’s access to the Freemium license for any reason and at any time without notice.
  5. Licensing of Services
    1. Performance of Services. Except as may otherwise be specified in your Order Form, Encord will perform the Services in accordance with the terms of this Agreement and the documentation available at:
    2. Right to Use the Services and Software. During the Subscription Term, (a) we will provide the Services to Client, (b) grant Client the right to use the Services subject to this Agreement, (c) permit the client to use Encord APIs strictly as permitted in the Documentation or for the purpose of building integrations, and (c) where applicable, grant Client the right to install and use any software provided by us to access the Services in accordance with the Documentation, all subject to the terms of this Agreement.
    3. Restrictions on the Right to Use the Services. Client may only use the Services (a) for its internal business purposes and (b) in accordance with this agreement and the restrictions set out in these Terms.
    4. Changes to the Services. Encord may make changes to features and functionality of the Services during the Subscription Term. If we make a change to the Services that has a material adverse effect on the functionality of the Services, taken as a whole, we will notify Client in advance.
    5. No Liability for Third-Party Platforms. Client’s use of a Third-Party Platform with the Services is governed by Client’s agreement with the provider of the Third-Party Platform, not this agreement, and Encord is not responsible for Third-Party Platforms.
  6. Payment Terms
    1. Fees. Client will pay the fees for the Services (“Fees”) as described in the Order Form. All Fees are non-refundable except as required by law or expressly set out in this agreement. Further, if you provide us with a valid payment method, including a credit card or debit card (“Authorized Payment Method”), you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
    2. Payment Timing. If the payment timing is not specified in Client’s Order Form, Client will pay all Fees within thirty (30) days following Client’s receipt of an invoice. Late payments are subject to a service charge of the lesser of 1.5% per month or the maximum amount allowed by law. Encord may immediately suspend its performance if Client fails to pay the fees specified in each Order Form.
    3. Taxes. Your Fees are exclusive of all applicable taxes unless otherwise specified in an agreement with Encord, or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
    4. Notice of Changes. In the event we change the Fees, we will give you at least thirty days’ notice of that change prior to the renewal of Client's then-current subscription.
  7. Client’s Obligations
    1. Client Dependencies. Client shall provide Encord with: (a) all necessary cooperation in relation to this agreement; and all materials that Encord may reasonably require, including but not limited to Client Data, in order to perform the Services (“Client Input”). Client Data will be defined as all unprocessed data, which may include text, video, images, comments, user support communications, or other similar information submitted or uploaded to the Services by Client or its Authorized Users. Client warrants that any Client Input provided to Encord shall comply with all applicable laws, and that use of that Client Input in the performance of the Services by Encord will not infringe any third party rights, including that the use of any such Client Input or the exercise of any rights granted in relation to the Client Input under this Agreement will not infringe the Intellectual Property Rights or other rights of any other person.
    2. Client Input Use Rights. Client hereby grants to Encord a license to use the Client Input for the purpose of the provision of the Services during the Subscription Term, as well as to diagnose reported Client problems and support requests. Each such license automatically terminates upon termination of this Agreement. Encord shall not be liable for a breach of this Agreement if and to the extent Encord's non-performance results directly from Client’s failure to comply with this Section 7 or a Client Obligation as set out in these Terms. Deliverables are defined as the output created by applying the Services to Client Input. Further, Client and Client’s Authorized Users acknowledge that Encord may process Client Data in accordance with the Encord Privacy Policy.
    3. Ownership. Clients shall own all right, title and interest in and to all of the Client Input and for the avoidance of doubt, shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Input.
  8. Use Restrictions
    1. Client will not (a) make any Services or materials shared by Encord with Client available to anyone other than Client or Authorized Users, or use any portion of the Services for the benefit of anyone other than those expressly authorized under this Agreement, unless otherwise stated in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any of the Services, (c) use the Service to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any portion of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to any of the Services, (g) permit direct or indirect access to or use of any Services or Documentation in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Encord’s intellectual property except as permitted under this Agreement, an Order Form, or in the applicable Documentation, (h) use our Services, including where applicable Encord APIs, in a way that adversely impacts the availability of our Services, (i) modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof, and (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to build a competitive product or service.
  9. Confidentiality
    1. Use and Disclosure. During the Term of this Agreement and at all times thereafter, the recipient of Confidential Information will only use the disclosing party’s confidential information to exercise its right and fulfil its obligations under this agreement. The recipient of confidential information will (a) hold all Confidential Information of the disclosing party in strict trust and confidence, (b) refrain from using or permitting others to use the disclosing party’s confidential information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any of the disclosing party’s Confidential Information to any third party without obtaining the Disclosing Party’s express prior written consent on a case-by-case basis. The recipient shall be liable to the disclosing party for any act or omission of its representatives concerning the Disclosing Party's confidential information.
    2. Standard of Care. Each Party will protect the other party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
    3. Exceptions. The recipient’s obligations under this Section 9 will not apply with respect to any information that (a) the recipient lawfully knew prior to the disclosing party’s first disclosure to the recipient, (b) a third party rightfully disclosed to the recipient free of any confidentiality obligations, or (c) is, or through no fault of the recipient has become, generally available to the public. Additionally, the recipient will be permitted to disclose the disclosing party’s Confidential Information only to the extent that such disclosure is expressly approved in writing by the disclosing party, or is required by applicable law or court order, provided that the recipient promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party, at the disclosing party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
    4. Removal Return. Upon the disclosing party’s request and upon any termination or expiration of this Agreement, each party will promptly return to the other party or, if so directed by the other Party in writing, destroy (to the extent possible) all tangible embodiments of the other party’s Confidential Information (in every form and medium).
  10. Data Practices and Protection
    1. Security. Encord will maintain industry-standard security and privacy certifications, such as SOC II Type 2 certification. Encord will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Client Input and Usage Data.
    2. Data Retention. Upon termination or expiration of this Agreement, Encord will, following Client’s written request, delete any Client Input in its possession within a commercially reasonable time, unless we’re required by law to retain it. Encord may make instructions available to Client regarding how to submit such a request. Client is responsible for following these instructions to request the deletion of their Client Input or Client Data.
    3. HIPAA Data. Client agrees not to submit to the Services any HIPAA Data unless Client has entered into a Business Associate Agreement with Encord. Unless a Business Associate Agreement is in place, Encord will have no liability under this agreement for HIPAA Data, notwithstanding anything to the contrary in this agreement or in HIPAA or where applicable any similar federal or state laws, rules, or regulations. Upon mutual execution of a Business Associate Agreement, it will be incorporated by reference into this agreement.
    4. Client Requirements. Client shall ensure that it complies with and assists Encord to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data in the Client Input, including (without limitation) (a) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (b) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. Additionally, where applicable, Client shall give due consideration to its obligations under Health Insurance Portability and Accountability Act (US 1996) known as HIPAA. Where necessary, this shall include taking such steps as de-identifying data sets prior to their upload to Encord applications. As between Client and Encord, Client acknowledges that it is the controller of any personal data contained in the Client Input and Deliverables, and Encord is the processor of that data on behalf of Client. Client will collect and process the personal data of all individuals featured in the Client Input and/or any deliverables in accordance with all applicable laws, including by obtaining any appropriate consents or approvals sufficient for the provision of the Services by Encord. This Section is in addition to, and does not reduce, remove or replace, your obligations or Encord’s arising from such requirements.
  11. Intellectual Property
    1. Encord Intellectual Property Rights. The Client acknowledges and agrees that Encord and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation. Further, Encord confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
    2. Usage Data. Encord may collect and receive information about Clients through operating the Services and through Client’s interactions with the Services as permitted under this Agreement (“Usage Data”). This may include types of content that you view or engage with, the features you use and the actions you take, as well as your time zone, country, the dates and times of access, user agent and version, type of device, and the like.
    3. Platform System Data. For Clients and users under a Freemium License, Encord may, as permitted under this Agreement use data generated through the Client’s use of the Service including, but not limited to vector embeddings, metadata, ontologies, and label specifications, for internal research and development to support certain product features and improve functionality within the Services. You may opt-out of having your data used for research and development purposes at any time by emailing:
    4. Encord Trademarks. The trademarks, logos, taglines, and service marks displayed in the Services (collectively, the “Trademarks”) are registered and unregistered Trademarks of Encord and others. The Trademarks may not be used without Encord’s prior express written permission. Encord acknowledges the Trademarks of other organisations for their respective products or services mentioned on the Service. Other than as provided in these Terms, your use of the Trademarks, or any other Encord content, is strictly prohibited.
    5. Feedback. If Client provides us with feedback about any of our products or services (including the Services), we may use that feedback without restriction or obligation to Client, and Client hereby assigns all rights, title, and interest in such feedback to us.
    6. Client Marketing Reference. Encord may add Client’s name and logo to a list of Encord customers to identify Client as a customer on our website, and for use in marketing and promotion materials, collateral, presentations and publications. Upon Client’s written request, we will promptly remove any such marks from our website and, to the extent commercially feasible, our marketing materials.
  12. Warranties
    1. General. Both Parties warrant that they (i) have full right, power, and authority to enter into and perform their obligations under this Agreement; and (ii) will comply with all laws applicable to the performance of their obligations under this Agreement.
    2. Service Warranty. Encord undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care, consistent with generally accepted industry practices. Client shall report any service warranty failure at any time by delivering a written, reasonably detailed description of the failure to Encord Support. Upon receiving such notice, Encord will have no fewer than thirty (30) days to correct the failure. If Encord can not do so, Client’s exclusive remedy, and Encord’s entire liability in respect of breach of such warranty, will be the re-performance of the Service in a reasonable timeframe that is agreed upon by both Parties and if Encord fails to re-perform the Services as warranted Client’s sole and exclusive remedy shall be to recover any Fees paid to Encord in respect of the deficient Services. For the avoidance of doubt, this warranty will not apply to you if you use the Services free-of-charge.
    3. Disclaimer. Except as expressly stated in this Agreement, to the fullest extent permitted by law, Encord, our affiliates, and our suppliers (a) do not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services; (b) make no representation about the content or information accessible through the Services; and (c) do not warrant that the operation of the Services will meet your requirements. The services are provided “as is.”
  13. Indemnification
    1. Client Indemnification Obligations. Client shall indemnify Encord and keep Encord fully and effectively indemnified against all costs, expenses, damages and losses, including any interest, fines, reasonable legal and other professional fees and expenses awarded in any third-party legal proceeding to the extent arising from (a) Client Input or (b) the Client’s use and or Client’s users use of the Services.
    2. Encord Indemnification Obligations. Encord shall indemnify Client and keep Client fully and effectively indemnified against all costs, expenses, damages and losses, including any interest, fines, reasonable legal and other professional fees and expenses awarded in any third-party legal proceeding as a result of or in connection with any third-party claim brought against Client, to the extent arising from an allegation that Client’s use of the Services infringes or misappropriates a third party’s Intellectual Property Rights. Provided, however, that Encord will have no liability under this Section if a claim arises from (a) Client Input or any third-party product or service; (b) any modification or combination of the Services that is not performed by or on behalf of Encord; (c) Client’s breach of these these Terms; or (d) other services offered free-of-charge or for evaluation use.
    3. Indemnification Notices. The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If breach of this notification obligation prejudices the defense of the legal proceeding, the indemnifying party's obligations will be reduced in proportion to the prejudice.
    4. Remedies. If we reasonably believe the Services might infringe a third party's Intellectual Property Rights, then we may, at our sole option and expense (a) procure the right for Client to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative. If Encord can’t figure out a reasonable way to offer these remedies, we may suspend or terminate Client's use of the Services, with a pro-rata refund of prepaid and unused Fees for the Services.
    5. Indemnification as Sole Remedy for Third-Party Intellectual Property Rights Claims. Without affecting either party's termination rights, this Section 13 (Indemnification) states the parties' sole and exclusive remedy under this agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 13 (Indemnification).
  14. Limitation of Liability
    1. Limitation of Liability Cap. Subject to Section 14.3 (Unlimited Liabilities), each party's total aggregate Liability arising out of or relating to this agreement is limited to the Fees Client paid during the twelve-month period before the event giving rise to Liability (unless that Client is participating in a Trial free-of-charge, in which case Encord’s total liability will be £50 GBP).
    2. Limitation on Indirect Liabilities. To the extent permitted by applicable law and subject to Section 14.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, cost of replacement services, profits, savings, or goodwill.
    3. Unlimited Liabilities. Nothing in these Terms excludes or limits either party's Liability for: (a) its fraud or fraudulent misrepresentation; (b) its indemnification obligations under Section 13 (Indemnification); (c) its infringement of the other party's Intellectual Property Rights; (d) its payment obligations under these Terms; or (e) matters for which liability cannot be excluded or limited under applicable law.
  15. Term and Termination
    1. Subscription Term; Term. The Client’s subscription will begin on the date specified on the applicable Order Form (the “Effective Date”) and will continue for the entirety of the period outlined in the Order Form (the “Subscription Term”). This Agreement shall commence on the Effective Date and shall, unless terminated in accordance with Sections 15.2 and 15.3, renew for successive periods of twelve (12) months.
    2. Termination. Either party may terminate this Agreement if (a) the other party materially breaches this agreement and fails to cure that breach within thirty days after receipt of a written notice of the breach, (b) the other party ceases its business operations or becomes subject to insolvency proceedings, or at any time (c) following at least thirty (30) days written notice to the other party prior to the end of the Subscription Term. Additionally, Encord may terminate this agreement and suspend Client’s access to the Services if required to do so by law or for a violation by Client of the Acceptable Use Policy.
    3. Effects of Termination.
    4. Suspension. We may suspend Client's access to the Services if: (I). Client's use of the Services poses a risk to the Services, Encord’s other users, or our infrastructure, security, and any applicable third-party relationships; (ii). Client’s payment of Fees is late; or (iii). Client is otherwise in breach of this agreement. Encord will provide Client with prompt notice of any suspension.
    5. No Cancellation. Clients can’t end their subscription early except as expressly permitted in this Agreement.
  16. Dispute Resolution
    1. Jurisdiction and Venue. Subject to the dispute resolution provision below, this Agreement and all claims from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non- contractual obligation) shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions. Each Party irrevocably agrees that the courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation).
    2. Informal Resolution. Before filing a claim, both parties will provide written notice to one another and will try, in good faith, to settle any dispute. If the dispute is not resolved within thirty days of notice, a formal proceeding may be brought in accordance with this Section 16.
  17. Miscellaneous
    1. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    2. No Assignment. This Agreement and either Parties rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, without express prior written consent from the Party. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
    3. Independent Contractor Relationship. Encord’s relation to Client under this Agreement is that of an independent contractor. Nothing in this Agreement is intended to or should be constructed to create a partnership, joint venture, or employer-employee relationship between Client and Encord or any of Encord’s employees, contractors or agents.
    4. Subcontractors. We may use subcontractors in order to provide the Services under this agreement. These subcontractors may include, for example, annotation services providers, as well as hosting and infrastructure providers. Encord is responsible and assumes liability for any such subcontractors in their performance of this agreement.
    5. Construction. Section headings are included in this Agreement solely for convenience of reference; they are not to be considered part of this Agreement. When used in this Agreement, “including” means “including without limitation.” In the event of any conflict between this Agreement and a Statement of Work, this Agreement will control unless the Statement of Work or Order Form executed expressly refers to the parties’ intent to alter the terms of this Agreement with respect to that Statement of Work or Order Form.
    6. Waiver. All waivers must be in writing and signed by both Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    7. No Third-Party Beneficiaries. A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    8. Subcontractors. Encord may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive Client Input will be subject to confidentiality obligations no less protective than those in these Terms; (b) Encord will remain responsible for its obligations under these Terms and for subcontractors’ use of Client Input.
    9. Entire Agreement Amendments. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the Parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by the authorized representatives of each Party.
    10. Data Storage. Encord provides 250GB of included data storage via the Google Cloud Platform unless otherwise stated in the Agreement or in a Client’s Order Form.
    11. Notices. We will provide notices under this agreement to Client by sending an email to the email address we have on file for Client. Client will provide notices under this agreement to us by sending an email to Notice will be treated as received when the email is sent.
    12. Updates. Encord may, from time to time, modify this agreement. Unless otherwise specified, changes to this agreement become effective for Client (a) upon renewal of the then-current subscription or (b) upon the effective date of a new Order after the updated version of this agreement goes into effect. We will use commercially reasonable efforts to notify Client of material changes through communications via email or other means. Client may be required to click to accept or otherwise agree to the modified agreement before renewing a subscription or upon the effective date of a new Order Form or Statement of Work as may be applicable.
    13. Contact us. If you have any questions or concerns about the Services or these Terms, please contact us at