# Terms of Service — Website, account, and general platform terms.

These Terms of Service (these **"Terms"**) are entered into between **Code Together, Inc.** (**"Company,"** **"we,"** or **"us"**) and the individual or entity accessing or using Company's website, account portal, or the "Code Together" real-time collaborative coding platform (the **"Service"**) (**"Customer,"** **"you,"** or **"your"**).

## 1. Acceptance of terms

**1.1 Agreement to Terms.** By checking the box to accept these Terms, creating an account, or accessing or using the Service, you agree to be bound by these Terms and by our **Privacy Policy**, which is incorporated into these Terms by reference. If you do not agree, do not create an account or use the Service.

**1.2 Entire Agreement for Self-Service Use.** These Terms, together with the Privacy Policy, are the complete and exclusive agreement between Customer and Company governing Customer's access to and use of the Service. There is no separate customer agreement that modifies, supplements, or overrides these Terms unless expressly agreed to in a writing signed by an authorized representative of Company.

**1.3 Capacity.** If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "Customer" refer to that entity.

## 2. Eligibility and account registration

**2.1 Eligibility.** You must be at least 18 years old and able to form a binding contract to use the Service.

**2.2 Account Information.** You must provide accurate, current, and complete information when creating an account and must promptly update it if it changes. You are responsible for all activity that occurs under your account.

**2.3 Account Security.** You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your account. Notify Company immediately of any unauthorized use of your account.

## 3. Description of the Service

The Service is a real-time collaborative coding platform that allows distributed development teams to co-edit code and provides analytics and insights into how a team codes, offered under the subscription plans described in Section 4 below. The Service may include optional IDE, editor, or CI/CD plugins and extensions; see Section 19.5 and our Privacy Policy for information about plugin telemetry. Company may modify, update, or discontinue features of the Service from time to time.

## 4. Subscription plans and usage limits

**4.1 Plans.** Company offers the Service under the subscription plans described on Company's pricing page and selected by Customer at checkout, which currently include the following:

- **Starter** — up to 3 portal/web users, up to 10 developers (with reporting), and 500 AI Credits per month.
- **Team** — up to 10 portal/web users, up to 25 developers, and 2,500 AI Credits per month.
- **Company** — unlimited portal/web users, per-developer seats (25-developer minimum), and approximately 100 AI Credits per developer per month.

Company may introduce new plans, or modify the features, limits, or availability of an existing plan, from time to time; a material reduction to a plan Customer has already purchased will not take effect until Customer's next renewal.

**4.2 Plan Limits.** Each subscription is subject to the developer, portal/web user, AI Credit, feature, and other usage limits shown for the plan Customer selects at checkout or in the account portal.

**4.3 Exceeding Limits.** If Customer's usage approaches or exceeds the limits of its plan, Company may notify Customer (including, where applicable, an organization's designated billing contact) and may require Customer to upgrade its plan, make an additional payment, or reduce usage before continuing to use the affected features.

## 5. Subscription term, renewal, and cancellation

**5.1 Subscription Term.** A paid subscription begins on the date of purchase and continues for the billing period Customer selects (monthly or annual) (the "Subscription Term").

**5.2 Auto-Renewal.** Each subscription automatically renews for successive periods equal in length to the original Subscription Term (for example, a monthly plan renews monthly and an annual plan renews annually), until cancelled as described in Section 5.3.

**5.3 Cancellation.**

**(a) How to Cancel.** Customer may cancel its subscription at any time through the account portal or by contacting Company at legal@codetogether.com.

**(b) Monthly Subscriptions.** Cancellation must be submitted before the start of the next monthly billing period to avoid being charged for that period. Cancellation takes effect at the end of the then-current paid monthly period, and Customer retains access through the end of that period.

**(c) Annual Subscriptions.** Cancelling an annual subscription stops the subscription from renewing for a further annual term but does not entitle Customer to a refund or credit for the remainder of the then-current annual term. If Customer cancels before the end of its then-current annual term, Customer remains responsible for the Subscription Fees for the remainder of that term and retains access to the Service through the end of the paid term.

**(d) No Prorated Refunds on Cancellation.** Except as required by law, Company does not provide refunds or credits for the unused portion of a billing period upon cancellation.

**5.4 Trial Subscriptions.** Where Company offers a trial subscription in connection with self-service signup, the trial will continue for the duration disclosed at signup (the "Trial Period"). Company will disclose at signup whether payment details are required to start a trial. If a trial is not cancelled before the end of the Trial Period and Customer provided payment details at signup, the subscription will automatically convert to a paid subscription at the plan and pricing disclosed at signup, and billing will begin at that time. Customer may cancel a trial at any time before the end of the Trial Period, through the account portal or by contacting legal@codetogether.com, to avoid being charged.

## 6. Upgrades and downgrades

**6.1 Upgrades.** Customer may upgrade its plan at any time through the account portal. An upgrade takes effect immediately, and Company will charge Customer a prorated fee for the difference between Customer's current plan and the upgraded plan for the remainder of the then-current billing period.

**6.2 Downgrades — Monthly Subscriptions.** A downgrade to a monthly subscription takes effect at the start of Customer's next monthly billing period. Company does not provide a refund or credit for the difference in fees for the remainder of the then-current monthly period.

**6.3 Downgrades — Annual Subscriptions.** A downgrade to an annual subscription takes effect at Customer's next annual renewal. Customer remains on its then-current plan, and responsible for the associated Subscription Fees, for the remainder of the then-current annual term.

## 7. Fees; payment; billing

**7.1 Fees.** Fees for each plan are as shown at checkout or in the account portal at the time Customer purchases or changes a subscription.

**7.2 Payment Authorization.** By providing a payment method, Customer authorizes Company and its payment processor to charge that payment method for: (a) the initial Subscription Fees; (b) recurring Subscription Fees upon each renewal; (c) fees for any upgrade under Section 6.1; and (d) applicable taxes.

**7.3 Failed Payments.** If Company is unable to successfully charge Customer's payment method, Company (or its payment processor) may retry the charge. Company may suspend or terminate Customer's access to paid features if payment cannot be collected after reasonable attempts, and may charge a failed-payment fee to the extent permitted by law and disclosed to Customer.

**7.4 Pricing Changes.** Company may change its published subscription prices from time to time. For monthly subscriptions, a price change will take effect at Customer's next monthly renewal following at least 30 days' notice. For annual subscriptions, Customer's pricing is fixed for the remainder of a paid annual term, and a price change will not take effect until Customer's next annual renewal.

**7.5 Refunds.** Except as required by applicable law or as Company expressly agrees in writing, all fees are non-refundable, including for any unused portion of a billing period.

**7.6 Taxes.** Subscription Fees are exclusive of applicable taxes, which Customer is responsible for except to the extent Company is required by law to collect them.

## 8. Acceptable use

You will not, and will not permit any user of your account to:

- Use the Service to violate any applicable law or regulation, or the rights of any third party, including intellectual property, privacy, or publicity rights;
- Upload, store, or transmit any virus, malware, or other harmful code, or attempt to gain unauthorized access to the Service, other accounts, or Company's systems or networks;
- Interfere with or disrupt the integrity or performance of the Service, including through excessive automated queries, denial-of-service attacks, or circumvention of usage limits;
- Reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent such restriction is prohibited by applicable law;
- Resell, sublicense, rent, lease, or provide the Service to any third party outside your organization without Company's prior written consent, or use the Service to build a competing product;
- Conduct security testing, penetration testing, or vulnerability scanning of the Service without Company's prior written authorization;
- Use another user's account without permission, or misrepresent your identity or affiliation with any person or entity.

Company may investigate and take appropriate action against anyone who violates this Section, including suspending or terminating an account, at Company's discretion.

## 9. Customer Data; license; Aggregated Data

**9.1 Ownership.** As between the Parties, Customer retains all right, title, and interest in and to the source code, repositories, and other content it or its Authorized Users submit to the Service ("Customer Data").

**9.2 License to Company.** Customer grants Company a non-exclusive, worldwide license to access, host, process, analyze, and display Customer Data, and to use data about Customer's and its Authorized Users' use of the Service, in order to: (a) provide, secure, support, and improve the Service for Customer, including generating the team insights, dashboards, reports, and analytics that are a core feature of the Service; and (b) create and use Aggregated Data as described in Section 9.3.

**9.3 Aggregated Data.** Company may compile, aggregate, and analyze Customer Data and data about Customer's use of the Service to create statistical, aggregated, or de-identified data and analytics that do not identify Customer or any individual ("Aggregated Data"). Company may use, publish, and otherwise exploit Aggregated Data for any business purpose, including operating, securing, and improving the Service, industry and product benchmarking and reporting, research, and marketing, during and after the term of these Terms, provided that Aggregated Data does not reveal Customer's underlying source code or other confidential information in a form that could reasonably identify Customer. As between the Parties, Company owns all right, title, and interest in Aggregated Data. Company does not use Customer Data to train Company's or any third party's machine learning or artificial intelligence models; Company's analysis of Customer Data for insights, reporting, and Aggregated Data purposes is performed in the aggregate as described in this Section.

**9.4 Personal Data.** Personal data about Customer and its Authorized Users (such as account and contact information, and any personal data included within code content) is handled as described in Company's Privacy Policy.

## 10. Confidentiality

**10.1 Company Confidential Information.** In connection with Customer's use of the Service, Customer and its Authorized Users may become aware of non-public information about the Service, including its underlying technology, methods, architecture, security practices, product roadmap, and pricing ("Company Confidential Information").

**10.2 Obligations.** Customer will: (a) use Company Confidential Information solely as necessary to use the Service as permitted under these Terms; (b) not disclose Company Confidential Information to any third party; and (c) not use Company Confidential Information to develop, or assist any third party in developing, a product or service that competes with the Service.

**10.3 Exclusions.** Company Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Customer; (b) was rightfully known to Customer before disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of Company Confidential Information.

**10.4 Compelled Disclosure.** Customer may disclose Company Confidential Information to the extent required by law or court order, provided that, where legally permitted, Customer gives Company prompt notice so Company may seek protective treatment.

## 11. Data security

Company maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry practice for source-code collaboration platforms. No method of transmission or storage is completely secure, and Company cannot guarantee absolute security.

## 12. Data Processing Addendum

Where required by applicable data protection law, Company will make available a Data Processing Addendum incorporating appropriate data protection terms (such as the EU Standard Contractual Clauses) governing Company's processing of personal data on Customer's behalf. A Data Processing Addendum becomes part of these Terms only once executed by both Parties; contact legal@codetogether.com to request one.

## 13. Intellectual property; feedback

**13.1 Company IP.** The Service, our website, and all related software, technology, and trademarks (including the "Code Together" name and logo) are owned by Company or its licensors and are protected by intellectual property laws. These Terms do not grant you any rights to Company's trademarks or branding.

**13.2 Feedback.** If you provide suggestions or feedback about the Service, Company may use that feedback without restriction or obligation to you.

## 14. Third-party services

The Service may integrate with or link to third-party services (e.g., version control providers, communication tools). Company is not responsible for third-party services, and your use of them is governed by their own terms.

## 15. Privacy

Our collection and use of personal data in connection with the Service, including telemetry collected through Company's plugins and extensions, is described in our Privacy Policy, which is incorporated into these Terms by reference.

## 16. Disclaimers

***THE SERVICE AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.***

## 17. Limitation of liability

***TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE OR WEBSITE, AND COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.***

## 18. Indemnification

You will defend and indemnify Company against third-party claims arising from your breach of these Terms, your Customer Data, or your misuse of the Service.

## 19. Suspension and termination

**19.1 By Company.** Company may suspend or terminate your account if you violate these Terms, including the Acceptable Use provisions in Section 4, or if required to do so by law.

**19.2 By You.** You may cancel your subscription as described in Section 5.3. Closing your account stops your access to the Service; billing and cancellation for a paid subscription continue to be governed by Section 5.3 (Cancellation).

**19.3 Effect of Termination — Access.** Upon termination or expiration of your subscription or account for any reason, your right to access and use the Service will end, subject to Section 5.3 for the remainder of any period you have already paid for.

**19.4 Data Export and Deletion.** For thirty (30) days following termination (the "Retrieval Period"), Company will, upon Customer's written request, make Customer Data available for export in a standard format. After the Retrieval Period, Company may delete Customer Data, except as required to be retained by law or as reflected in routine backups, which will be deleted in the ordinary course.

**19.5 Plugin Uninstallation.** If you or your organization installed any Company IDE, editor, or CI/CD plugin or extension in connection with the Service, you must uninstall it upon termination of your account or subscription. As described in our Privacy Policy, Company's plugins may continue to collect anonymized telemetry for as long as they remain installed, regardless of whether your account or subscription remains active.

**19.6 Survival.** Sections of these Terms that by their nature should survive termination or expiration (including Sections 7.5, 9, 10, 11, 13, 16, 17, 18, this Section 19, and Section 21) will survive.

## 20. Changes to these Terms

Company may update these Terms from time to time. If we make material changes, we will provide notice (such as by email or an in-product notice) before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. Material changes will not be applied retroactively to a billing period you have already paid for.

## 21. General provisions

**21.1 Governing Law.** These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

**21.2 Entire Agreement.** These Terms, together with the Privacy Policy, constitute the entire agreement between you and Company regarding the Service and supersede any prior discussions or agreements on that subject.

**21.3 Severability; Waiver.** If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. Failure to enforce a provision is not a waiver of the right to do so later.

**21.4 Assignment.** You may not assign these Terms without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

**21.5 Contact.** Questions about these Terms may be directed to legal@codetogether.com.

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