Terms of Service

Welcome to Kodebase. These Terms of Service ("Terms") govern your access to and use of Kodebase's website, CLI tools, cloud services, and any related services (collectively, the "Services") provided by Kodebase Inc. ("Kodebase," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

Kodebase provides an AI-led development platform that includes:

• CLI Tools: Command-line tools for managing development artifacts and workflows
• Methodology: The open-source Kodebase methodology for artifact-driven development
• Cloud Services: Optional cloud-based features including AI agents (Scout, Sherpa, Monk), collaboration tools, and analytics
• Documentation: Guides, tutorials, and reference materials

The Services are designed to help development teams structure their projects, maintain context, and improve collaboration with AI tools.

To access certain features of the Services, you must create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

We reserve the right to suspend or terminate accounts that violate these Terms or contain inaccurate information.

You must be at least 16 years old to create an account and use our Services.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

Prohibited Activities

• Use the Services for any illegal purpose or in violation of any laws
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Scrape, crawl, or use automated means to access the Services without permission
• Use the Services to infringe on intellectual property rights
• Harass, abuse, or harm other users
• Impersonate any person or entity

Usage Limits

• Do not exceed reasonable usage limits for your plan
• Do not use the Services in a manner that could damage, disable, or impair our systems
• Do not attempt to circumvent any usage limits or restrictions

We reserve the right to investigate and take appropriate action against violations, including suspending or terminating your access.

Our Intellectual Property The Services, including all software, content, designs, and documentation (excluding User Content and open-source components), are owned by Kodebase and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

Open-Source Components Certain components of Kodebase are released under open-source licenses:

• The .kodebase/ folder structure and artifact schemas are open source
• The methodology documentation is freely available
• Specific open-source licenses apply to designated components

Your use of open-source components is governed by the applicable open-source licenses.

Your Intellectual Property You retain all rights to the content you create using our Services, including your specifications, artifacts, and code. We do not claim ownership of your content.

Your Content You are solely responsible for all content you upload, create, or store through the Services ("User Content"). You represent and warrant that:

• You own or have the necessary rights to use and authorize us to use your User Content
• Your User Content does not violate any laws or infringe on any third-party rights
• Your User Content does not contain any harmful, offensive, or illegal material

License to User Content By using the Services, you grant us a limited license to host, store, and display your User Content solely to provide the Services to you. We will not use your User Content for any other purpose without your consent.

Confidentiality We treat your User Content as confidential and will not share it with third parties except as described in our Privacy Policy or as necessary to provide the Services.

Subscription Plans Kodebase offers various subscription plans, including free and paid tiers. Paid subscriptions are billed in advance on a monthly or annual basis.

Payment Terms

• All fees are non-refundable except as expressly provided in these Terms
• You authorize us to charge your payment method for all fees due
• Prices may change with 30 days' notice for existing subscribers

Free Tier The free tier is provided "as is" without service level commitments. We may modify or discontinue free features at any time.

Cancellation You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. You will retain access to paid features until then.

Refunds If we terminate your account without cause, you may be entitled to a pro-rata refund of prepaid fees. No refunds are provided for termination due to your violation of these Terms.

Term These Terms remain in effect until terminated by either party.

Termination by You You may terminate your account at any time by contacting us or using the account settings. Upon termination, your right to use the Services will immediately cease.

Termination by Us We may suspend or terminate your access to the Services:

• Immediately for violation of these Terms
• With 30 days' notice for any other reason
• Immediately if required by law

Effect of Termination Upon termination:

• Your access to the Services will be revoked
• Your User Content may be deleted after 30 days
• Provisions that should survive termination will remain in effect (including intellectual property, disclaimers, and limitations of liability)

Data Export Before termination, you may export your data using our provided tools. After termination, we may delete your data in accordance with our data retention policies.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will be uninterrupted, secure, or error-free
• Any defects will be corrected
• The Services will meet your specific requirements
• Results obtained from the Services will be accurate or reliable

AI-Generated Content Our AI agents (Scout, Sherpa, Monk) may produce suggestions, code, or content that contains errors or limitations inherent to AI systems. You are responsible for reviewing and validating all AI-generated outputs before use. We are not liable for any issues arising from reliance on AI-generated content.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KODEBASE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, data, or goodwill
• Business interruption
• Cost of substitute services
• Any other intangible losses

ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES.

Maximum Liability Our total liability for any claims arising under these Terms shall not exceed the greater of:

• The amount you paid us in the six (6) months preceding the claim, or
• One hundred US dollars ($100)

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless Kodebase and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Services
• Your User Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of any applicable laws

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

Governing Law These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Dispute Resolution Any dispute arising from these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware or remotely, at your election.

Exceptions Either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

Class Action Waiver You agree to resolve disputes with us on an individual basis and waive any right to participate in class actions.

Opt-Out You may opt out of the arbitration agreement by sending written notice to legal@kodebase.ai within 30 days of first accepting these Terms.

Entire Agreement These Terms, together with our Privacy Policy, constitute the entire agreement between you and Kodebase regarding the Services.

Severability If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment You may not assign your rights under these Terms without our prior written consent. We may assign our rights at any time without notice.

Modifications We may modify these Terms at any time. Material changes will be communicated via email or notice on our website at least 30 days before taking effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

Force Majeure We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

If you have questions about these Terms, please contact us:

Email: legal@kodebase.ai

Legal Notices: Formal legal notices should be sent to legal@kodebase.ai with "Legal Notice" in the subject line.

We will do our best to respond to all inquiries promptly.