Terms of Service

These Terms are between you (or the company you represent, together “you”) and Codas Labs, LLC, a North Carolina limited liability company (“we,” “us”). They cover your use of Tore and everything we host as part of it. By creating an account or using the Service, you accept them. If you are accepting on behalf of a company, you confirm you are authorized to do so.

These Terms work together with the privacy policy, the acceptable use policy, the cookie policy and, where we process personal data for you, the data processing addendum. If you have signed an order form or an enterprise agreement with us, that comes first. The section called Which document wins sets out the order.

Definitions

• Service means Tore: the web application, the API, the chat widget, the bug capture tool, the help center, feedback board and portal we host for you, our email intake and sending, and anything else we provide as part of it.
• Customer Data means everything you or your users put into the Service or generate through it, including conversations and the contact details inside them, knowledge-base articles, feedback posts and votes, bug captures, and anything we read from a code repository you connect.
• End User means a person who reaches you through something we host on your behalf: a widget, a help center, a portal, a support address, a survey.
• AI Output means anything the Service produces with an AI model, including triage decisions, summaries, drafted replies, investigations and proposed code changes.
• Documentation means the product documentation we publish for the Service.
• Order Form means an order or enterprise agreement signed by both of us.

Your account

You must be 18 or older and able to enter into a contract. Give us accurate account information and keep it current. Keep your credentials secure and tell us promptly at security@codaslabs.com if you believe an account has been compromised. You are responsible for what happens under your account and for the people you invite into it.

The people you invite are your users. You are responsible for their acts and omissions in the Service as if they were your own, and for making sure they follow these Terms and the acceptable use policy. Removing someone from your workspace is your job, not ours.

Your free trial

Every new workspace starts on the Growth plan for 14 days, with the full Growth feature set and an AI allowance, with no card and no obligation to buy anything. You do not have to convert, and we will not charge you at the end of a trial unless you choose a paid plan.

What happens when the trial ends. You pick a paid plan, or the workspace moves to the Free plan by itself. Free is smaller: one seat, one product, a smaller monthly allowance, and it runs on your own AI provider key rather than ours. Features above Free stop being available until you pick a plan.

Nothing is deleted when a trial ends. Your conversations, articles, feedback and captures stay where they are. If you close the account instead, we handle your content as described in the privacy policy and in Getting your data out below.

One trial per organization. Creating accounts to obtain repeated trials breaches the acceptable use policy. We may change the length or content of the trial we offer to new signups, or stop offering one, and we may end an individual trial that is being abused. A trial is provided as is, with no availability commitment.

Beta and preview features

Parts of the Service are labeled beta, preview or coming soon, or sit behind a flag that is off by default. On several screens the controls are visible and labeled but cannot be saved yet, and each of those says so where you would use it.

Anything marked that way is provided as is, may change or be withdrawn at any time, may not be supported, and is excluded from every commitment in these Terms including any warranty and any availability statement. Do not rely on a preview feature for anything you cannot afford to lose. A feature that is free while in preview may be charged for once it is generally available, and we will tell you before that happens. Anything we share with you under a preview arrangement is our confidential information.

What you may do

Subject to these Terms and to payment, we grant you a non-exclusive, non-transferable, non-sublicensable right to use the Service for your own business purposes, for as long as your subscription lasts. Your use must follow the acceptable use policy.

You may not copy, modify or create derivative works of the Service, reverse engineer it except to the extent the law says you may, rent, resell or provide it to a third party outside an agency arrangement we have agreed in writing, or remove any notice of ownership from it.

Acceptable use

The acceptable use policy is part of these Terms and is incorporated by reference. It applies to you, to your users, and to the End Users who reach you through a surface we host for you.

We may update that policy as the product changes. For material changes we will give at least 30 days’ notice, except where a change is needed for legal or security reasons and cannot wait. If it is breached we may remove content, restrict a feature, suspend an account, or terminate it, as described in Suspension and Term and termination below.

Your users, and your customers

Tore is customer-facing by design. Your End Users write into an inbox we run for you, read a help center we host for you, post on a feedback board we render for you, and send bug captures from your product through our capture tool.

You are responsible for your End Users and for what they submit. That includes the content they post in a surface we host for you, their conduct in it, and any complaint or claim arising from it. You are responsible for moderating what appears on a public help center or feedback board under your name.

For your End Users’ personal data you are the controller and we are your processor. The data processing addendum governs that relationship. You must give your End Users the privacy notices, and where the law requires it obtain the consents, needed for what you have configured. That specifically includes bug capture, which can record a session replay, console output, a network trail, and details of the device, browser and release.

Configure the capture tool for what it should never see. Redaction runs as a background job after an artifact has been stored, and quarantines anything that fails redaction rather than passing it on. It is a backstop, not a filter in front of storage, and it is never perfect. Credentials, payment details, health information and government identifiers should be excluded at the capture tool, by you, before they are ever sent.

If one of your End Users asks us directly to access or delete their information, we will route the request to you and support you in answering it. Answering it is your obligation, not ours.

Your content, and ours

You keep ownership of everything you put into Tore: your conversations, your knowledge base, your customers’ details, your code and the fixes proposed against it. You grant us only the license we need to host, process, transmit and display it in order to run the Service for you, and to do the things you ask the Service to do. That license ends when the content is deleted.

You represent that you have the rights, permissions and consents needed to put Customer Data into the Service and to have us process it under these Terms, and that doing so does not breach the law or anyone else’s rights. You are responsible for the accuracy and legality of Customer Data.

We may use aggregated, de-identified information about how the Service is used to operate, secure and improve it, provided it does not identify you, your users, your End Users or any individual, and is never sold. We do not use Customer Data to train models of our own, and the AI vendors we use are under terms where your content is not used to train theirs.

We keep ownership of the Service itself, including its software, design, models, configuration and documentation, and of everything we develop independently. Nothing here transfers that to you.

Feedback

If you send us suggestions, comments, feature requests or bug reports about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them to develop, maintain and improve the Service, without restriction and without obligation to you. We will not identify you as the source without asking you first. This does not give us any right to your Confidential Information or your Customer Data.

Code access, and what the AI may do

If you connect a code repository, you do it by installing our GitHub App on the repositories you choose. Our access is limited to what that installation grants. We do not read repositories you have not selected.

You warrant that you have the right to grant that access. That means the code is yours or you are authorized by its owner, and that granting us access does not breach a third party’s license, a confidentiality obligation, or your code host’s terms. If you are an agency connecting a client’s repository, you warrant that the client has authorized it.

Three things follow, and all three are deliberate.

• Our access is read-only until you ask for a change to be opened. We read the repository to investigate a problem and to prepare a proposed fix. When you approve, we open a branch and a pull request on your repository. We do not push to your default branch, we do not push to a protected branch, and we do not merge.
• Nothing is merged without a person on your side. The Service proposes changes. A human on your side approves them, and a human on your side merges them. There is no configuration that removes that step.
• You remain responsible for your code. A proposed fix is a suggestion, not advice, and not a warranty that it is correct, secure or complete. Review it as you would review any change from any contributor, including tests, security review, and the license terms of anything it brings in.

You can revoke our access at any time through your code host, and doing so takes effect immediately: we stop reading, and work in progress stops. Material we have already stored is handled under the retention described in the privacy policy. Your use of your code host is governed by its terms, not ours, and we are not responsible for it.

AI output, and what it is not

Tore uses AI models to triage conversations, draft replies, summarize errors, investigate problems and propose code changes. The vendors are named in the subprocessor list.

AI Output can be wrong. It can be confidently wrong, out of date, incomplete, or simply unsuitable for your situation. You must review AI Output before you rely on it, send it, or merge it. To the fullest extent the law allows, we give no warranty of accuracy, completeness, currency, reliability or fitness for a particular purpose for any AI Output.

A human approves every customer-facing reply. The Service drafts; a person on your side approves and sends. Tore does not send AI-written replies to your customers on its own. Once your team sends a reply, it is your statement to your customer and you are responsible for it.

A proposed code change is a suggestion, not professional advice. Nothing the Service produces is legal, financial, tax, medical, safety or professional security advice, and none of it is a substitute for a qualified professional or for your own testing and review.

Given how models work, output generated for you may resemble output generated for someone else, and we do not warrant that any output is unique or protectable. As between you and us, we claim no ownership of AI Output generated for you, and to the extent we hold any right in it we assign that right to you, subject to our ownership of the Service itself.

Do not use the Service to make a decision that has a legal or similarly significant effect on a person without meaningful human review, and do not present AI-generated content as the reviewed statement of a named person who did not review it.

Third-party services you connect

You may connect third-party services at your direction, including a code host, an error tracker, an issue tracker, a chat tool, and your own AI provider key. Those services are governed by their own terms and privacy policies, and we are not responsible for their availability, accuracy or security. If you connect your own AI provider key, that work runs against your own account with that vendor under your agreement with them.

Disconnecting an integration stops further exchange but does not delete data that has already reached the other service. Managing it there is your responsibility.

Fees, taxes and payment

Paid plans are billed in advance through our payment processor, monthly or yearly as you choose. Fees are in US dollars. Your plan includes seats, products and a monthly AI allowance measured in credits, as described on the pricing page and in the Documentation.

Running out of allowance does not break anything. If the AI allowance runs out, the inbox, help center, feedback board and roadmap keep working, the AI work pauses, and your team is told. Top-ups are available, and automatic recharge only happens if you switch it on.

Taxes. Fees are exclusive of taxes. You are responsible for sales, use, VAT, GST and similar taxes on your purchase, except taxes on our income. If you are required by law to withhold any amount, you will gross up the payment so we receive the full fee. If you are exempt, send us a valid exemption certificate before we invoice.

Late payment. If a payment fails we will retry it and tell you. Undisputed amounts more than 15 days overdue may accrue interest at the lower of 1.5% per month or the maximum the law allows, and we may suspend the account after giving at least 10 days’ written notice. Suspension for non-payment does not cancel what you already owe, and reinstatement follows payment of the arrears.

Disputed charges. If you think an invoice is wrong, tell us at legal@codaslabs.com within 15 days of the invoice date and pay the undisputed part. We will not charge interest on, or suspend for, an amount genuinely disputed in good faith while we work through it with you.

Price changes. We may change prices. For existing subscribers a change takes effect at the next renewal and we will give at least 30 days’ notice. If you do not accept the new price, cancel before the renewal.

Cancellation and refunds

Subscriptions renew automatically until canceled. You can cancel at any time in the account settings, and your plan continues to the end of the period you have paid for and then does not renew. We do not give refunds for partial periods, except where the law requires it, where we have agreed otherwise in writing, or where we terminate your account without cause. If we terminate without cause, we refund the unused portion of any prepaid fees.

Availability and support

We work to keep the Service available but we do not currently offer a contractual uptime commitment or service credits. If you need a committed service level, talk to us before you build a dependency on one. We may take the Service down for maintenance and will give notice of planned maintenance where we reasonably can.

We may change or discontinue features. If we discontinue something you depend on materially, we will give reasonable notice and, where we can, a way to export. Support is provided through the product and by email; response times described in the Documentation are targets rather than contractual commitments unless an Order Form says otherwise.

Suspension

We may suspend an account, a user, or a specific feature where the account breaches these Terms or the acceptable use policy, puts the Service or other customers or third parties at risk, is being used unlawfully, or is seriously overdue on payment. Except where the risk is urgent or the law requires otherwise, we will tell you first and give you a chance to put it right. We will keep a suspension no broader and no longer than the problem requires, and restore access promptly once it is resolved. Suspension caused by your breach does not entitle you to a refund.

Confidentiality

Each of us may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your confidential information. Our non-public pricing, security documentation, roadmap, and anything shared under a preview or beta arrangement are ours.

Each of us agrees to use the other’s confidential information only for the purposes of this agreement, to protect it with at least reasonable care, and not to disclose it except to employees, contractors and professional advisers who need it and who are bound by similar obligations. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, is lawfully received from a third party free to disclose it, or must be disclosed by law, in which case the recipient will give notice where it lawfully can and disclose only what is required. These obligations continue for three years after the information is received, and indefinitely for trade secrets. Damages may not be an adequate remedy for a breach of this section, so either of us may seek an injunction.

Publicity

Neither of us may use the other’s name, logo or trademarks in publicity, marketing, a customer list, a case study or a press release without the other’s prior written consent. The default is no. If you give consent, you can withdraw it at any time and we will stop using it within a reasonable period.

Security, and what we do not claim

How we protect the Service is described in the privacy policy and the data processing addendum, which also covers breach notification.

Being plain about what does not exist yet: we do not hold a SOC 2 report or an ISO 27001 certification, we do not sign HIPAA business associate agreements, and we have not appointed a UK or EU Article 27 representative. The Service is not intended for protected health information, payment card data, or any other category of data that requires a certification or a regulated agreement we do not hold. Do not put that data into it. If your procurement process needs one of these, tell us before you buy rather than after.

Warranties, and their limits

Each of us warrants that it has the authority to enter into this agreement. During a paid subscription we also warrant that the Service will materially conform to the Documentation. Your exclusive remedy, and our entire liability, for breach of that warranty is that we will re-perform the non-conforming part of the Service or, if we cannot do so within a reasonable time, terminate the affected subscription and refund any prepaid unused fees for it. To use that remedy, tell us in reasonable detail within 30 days of discovering the problem. The warranty does not apply to a free plan, a trial, or anything labeled beta or preview.

Beyond that, and to the fullest extent the law allows, the Service is provided “as is” and “as available” and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure, or that any AI Output will be accurate.

Indemnity

Yours. You will defend and indemnify us against third-party claims arising from Customer Data, from your End Users or the surfaces you operate through the Service, from your use of the Service in breach of these Terms or the acceptable use policy, from a repository you connected without the right to do so, or from your violation of law or of a third party’s rights. You will pay the damages and reasonable attorneys’ fees finally awarded, or agreed by you in settlement.

Ours. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a US patent, copyright, trademark or trade secret, and pay the damages and reasonable attorneys’ fees finally awarded, or agreed by us in settlement.

What our indemnity does not cover. Claims arising from Customer Data; from AI Output, or from your use of it, where the claim would not have arisen but for the content you supplied or the use you made of it; from use of the Service in combination with anything not provided by us where the claim would not have arisen but for the combination; from a modification not made by us; or from use of the Service in breach of these Terms.

Our options. If the Service becomes, or we reasonably believe it is likely to become, the subject of an infringement claim, we may obtain the right for you to keep using it, modify it so it is non-infringing while keeping substantially equivalent function, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid unused fees. That is our entire liability and your exclusive remedy for infringement.

Procedure, and it applies to both of us. The party seeking indemnity must:

• Give notice promptly, in writing, describing the claim. Late notice only reduces the indemnity to the extent the delay actually caused prejudice.
• Hand over control of the defense and of settlement negotiations to the indemnifying party. No settlement that admits fault, imposes an obligation or a payment on the other party, or restricts what it may do, may be entered without that party’s prior written consent, which will not be unreasonably withheld.
• Cooperate reasonably in the defense, at the indemnifying party’s expense. The indemnified party may take part at its own cost with its own counsel.

Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told such damages were possible. Our total liability for all claims relating to the Service, taken together and not per claim, will not exceed the amount you paid us in the 12 months before the claim arose.

Those limits do not apply to your obligation to pay fees you owe, to either party’s indemnity obligations above, to your breach of the acceptable use policy or infringement of our intellectual property, or to either party’s fraud, gross negligence or willful misconduct. Nothing here limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence.

Where the law allows, a claim relating to these Terms must be brought within 12 months of the date the claiming party first knew, or reasonably should have known, of the facts giving rise to it. These limits are an agreed allocation of risk between us and are reflected in the price.

Term and termination

These Terms start when you first use the Service and run for as long as you have an account. Subscriptions renew automatically for successive periods equal to the current one until canceled.

• You may close your account at any time. Cancellation takes effect at the end of the period you have paid for.
• Either of us may terminate for material breach that is not cured within 30 days of written notice describing it.
• We may terminate immediately where use is unlawful, where a serious breach of the acceptable use policy cannot safely be cured, or where we are required to by law.
• We may terminate for convenience on 30 days’ notice, in which case we refund the unused portion of any prepaid fees.

On termination your right to use the Service stops, fees accrued up to that point become due, we handle your content as described in the privacy policy and the data processing addendum, and the sections listed under Survival continue to apply.

Getting your data out

Export before you close the account. While your account is open you can export Customer Data at any time, through the app and the API, in a common machine-readable format. On reasonable request we will help with a one-time export.

After termination we keep your Customer Data available for export for 30 days. After that window we delete or irreversibly anonymize it, in line with the privacy policy and the data processing addendum, except where the law requires us to keep something longer. Backups age out on their own cycle and are not restored except for disaster recovery.

Deletion is meant to be final. Our erasure process runs a verification pass that counts the rows and stored files that remain, so once it has run we cannot bring your data back. Take your export first.

Force majeure

Neither party is liable for a failure or delay caused by something outside its reasonable control, including an outage at a provider we depend on, internet or power failure, act of government, natural disaster, epidemic, war, terrorism, civil unrest or industrial action. The affected party will tell the other promptly and work to resume. This does not excuse an obligation to pay fees already due. If the event continues for more than 30 consecutive days, either party may terminate the affected subscription on written notice and we will refund prepaid unused fees for the period after termination.

Export control and sanctions

You may not use the Service if you are located in, ordinarily resident in, or acting on behalf of anyone in a country or territory subject to comprehensive US sanctions, or if you or anyone controlling you appears on a US government restricted-party list. You agree not to use the Service in breach of applicable export control or sanctions laws, and you confirm you are not prohibited from receiving it. You will not use the Service in connection with weapons of mass destruction or any other prohibited end use.

US Government end users

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202. If you are a US Government agency or a contractor acquiring on its behalf, you receive only the rights granted in these Terms, and no additional government rights apply.

Compliance with law

Each party will comply with the laws that apply to it in performing under these Terms, including data protection law and anti-bribery and anti-corruption law. Neither party will offer or accept anything of value to improperly influence a decision connected with these Terms.

Subcontractors and subprocessors

We use subcontractors and service providers to help deliver the Service, and we remain responsible for their performance as if it were our own. Providers that handle personal data are listed on the subprocessor page and governed by the data processing addendum, which also covers how we tell you about a new one.

Non-solicitation

During the term and for 12 months afterwards, neither party will knowingly solicit for employment an employee of the other who was directly involved in the relationship. This does not restrict general recruitment advertising, or hiring someone who responds to it or approaches you unprompted.

Resolving disputes

We would rather fix a problem than litigate it. Please work through these steps in order.

Step 1, Tell us

Write to legal@codaslabs.com setting out the problem and what you want. We will respond within 30 days and try to resolve it directly.

Step 2, Mediation

If that does not work within 60 days, either of us may refer the dispute to non-binding mediation before a single mediator in North Carolina, with the costs of the mediator shared equally and each party bearing its own costs otherwise.

Step 3, Courts in North Carolina

If mediation does not resolve it, the dispute goes to the state or federal courts located in North Carolina. Both parties consent to the exclusive jurisdiction and venue of those courts. There is no arbitration clause in this agreement, and nothing here stops either of us from seeking urgent injunctive relief in any competent court.

Exceptions

Steps 1 and 2 do not apply, and either party may go straight to court, for:

• an application for an injunction or other urgent relief, including to stop misuse of confidential information or intellectual property
• a claim that could be brought in small claims court
• any step needed to stop a limitation period from expiring, provided the party then returns to the steps above

Nothing in this section prevents you from raising a matter with a regulator, or removes a right you have under the law of your own country that cannot be waived by agreement.

Governing law

These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Which document wins

If two of these documents conflict, they apply in this order, highest first:

1. the EU Standard Contractual Clauses or the UK Addendum, where they apply
2. an Order Form signed by both of us, for the conflict in question
3. the data processing addendum, for matters of data protection
4. these Terms
5. the acceptable use policy
6. the Documentation

General

• Whole agreement. These Terms, the privacy policy, the acceptable use policy, the cookie policy, any data processing addendum and any Order Form are the entire agreement between us on this subject, and replace anything said or written before. Neither of us relies on a statement not written in them.
• Changes. We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the product, except where a change is required for legal or security reasons and cannot wait. Continuing to use the Service after that means you accept them. If you do not, cancel before they take effect.
• Assignment. You may not assign this agreement without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all assets, provided the successor is not our competitor and assumes these Terms. We may assign to an affiliate or to a successor in a merger, acquisition or sale of substantially all assets. Any other attempt to assign is void.
• Severability. If a provision is unenforceable it is limited or removed to the minimum extent necessary and the rest still applies.
• No waiver. Not enforcing a right is not a waiver of it, and a waiver on one occasion is not a waiver on another. A waiver only counts if it is in writing.
• Survival. Sections on definitions, your content and ours, feedback, code access, AI output, fees already due, confidentiality, publicity, warranties, indemnity, limitation of liability, term and termination, getting your data out, governing law, resolving disputes, which document wins, and this section survive termination.
• Notices. Notices to you go to the email on your account or a notice posted in the product. Notices to us go to legal@codaslabs.com and, where writing is required, to Codas Labs, LLC at its registered address in North Carolina. Email notice counts as given when sent, unless the sender receives a delivery failure.
• No third-party beneficiaries. These Terms are between you and us. Nobody else can enforce them.
• Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation”. These Terms are written in English, and the English version governs.

Contact

Questions about these Terms go to legal@codaslabs.com. Privacy questions go to privacy@codaslabs.com, security reports to security@codaslabs.com, and abuse reports to abuse@codaslabs.com. We are Codas Labs, LLC, a North Carolina limited liability company.