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Terms of Service

Last Updated: 25 January 2026

1. Introduction

These Terms of Service ("Terms") are a binding contract between CodeAlive Ltd ("CodeAlive", "we") and you ("User", "you").

Who are you?

  • Business User: You are using the Service for purposes relating to your trade, business, craft, or profession (e.g., Professional, Team, or Enterprise plans).
  • Consumer: You are an individual using the Service wholly or mainly for personal purposes (e.g., Free or Hobby plans for personal learning).

2. Access and License

2.1 License: We grant you a limited, non-exclusive, revocable license to use the Service. 2.2 Restrictions: You must not reverse engineer the Service, use it for illegal purposes, or attempt to scrape our data. 2.3 Age: You must be at least 16 years old to use the Service.

3. Intellectual Property

3.1 Your Data: You retain all ownership of the code and data you upload ("Customer Data"). You grant us a limited, non-exclusive licence to process this data solely to provide the Service. 3.2 Our IP: CodeAlive owns all right, title, and interest in and to the platform, interface, AI agents, and all related intellectual property rights. 3.3 AI Training: We do not use your non-public Customer Data to train our foundational AI models for the general public. This commitment is a material term of this agreement. Any use of aggregated, anonymised, or de-identified usage data for service improvement is described in our Privacy Notice. 3.4 AI-Generated Outputs: Any analysis, suggestions, code reviews, or other outputs generated by our AI features in connection with your Customer Data ("AI Outputs") are provided for your use. You may use such AI Outputs for your internal business purposes. We make no claims of copyright ownership over AI Outputs derived from your Customer Data. You acknowledge that:

  • AI Outputs are machine-generated and may be similar to outputs provided to other users;
  • under current UK law, AI-generated content may not qualify for copyright protection, and accordingly, you use AI Outputs at your own risk and should not rely upon any assumption of exclusivity or proprietary rights in such outputs; and
  • you are solely responsible for reviewing AI Outputs and determining their suitability for your purposes before use.

4. AI Disclaimers

IMPORTANT: The Service uses probabilistic AI models. Output may be inaccurate, incomplete, or contain errors (sometimes referred to as "hallucinations").

4.1 No Guarantee of Accuracy: AI-generated outputs are provided on an "as is" basis. We do not warrant that such outputs will be accurate, complete, current, reliable, or free from errors or omissions. 4.2 Business Users: You acknowledge that the Service is an assistant tool and is not a replacement for professional human judgment. You are solely responsible for reviewing, validating, and testing all code, suggestions, and outputs before use in any production environment or deployment. You accept full responsibility for any decisions made or actions taken based on AI Outputs. 4.3 Consumers: We provide the Service with reasonable care and skill, but we do not guarantee that AI suggestions will always be error-free or suitable for your specific project. You should review all AI Outputs before relying on them. 4.4 Third-Party AI Providers: The Service utilises third-party AI model providers as disclosed in our Privacy Notice. We are not liable for the performance, availability, or outputs of such third-party services, save to the extent required by applicable law. We may change, add, or remove AI model providers from time to time in order to improve the Service or respond to market developments. Where we make a material change to the AI model providers used, we will provide reasonable advance notice via email or prominent notice on the Service, save where such change is required urgently for security, legal, or operational reasons.

5. Payment and Cancellation

5.1 Fees: Fees are billed in advance via Stripe. 5.2 Cancellation: You may cancel anytime via account settings. Access continues until the end of the billing period.

6. Consumer Rights (UK/EU Only)

This Section 6 applies ONLY if you are a Consumer.

6.1 Right of Withdrawal: Under the Consumer Contracts Regulations 2013, you normally have 14 days to cancel a digital purchase. 6.2 Waiver of Cooling-off Period: By purchasing a subscription and immediately accessing the Service (e.g., analysing code), you expressly request immediate performance of the contract and acknowledge that you lose your 14-day right of withdrawal once the download/access begins. 6.3 Legal Guarantee: Under the Consumer Rights Act 2015, our digital content must be of satisfactory quality and fit for purpose. Nothing in these Terms affects these statutory rights.

7. Limitation of Liability

7.1 For Business Users:

  • Our total aggregate liability to you in respect of all claims arising under or in connection with these Terms shall not exceed the greater of: (a) the fees actually paid by you to us in the 12 months immediately preceding the claim; or (b) £100 (one hundred pounds sterling). For the avoidance of doubt, if you are using a free tier of the Service and have paid no fees, our total aggregate liability shall not exceed £100.
  • We shall not be liable for any loss of profit, loss of business, loss of anticipated savings, loss of data, or any indirect, special, or consequential damages, howsoever arising.
  • Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Service is provided "AS IS" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.2 For Consumers:

  • We are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill.
  • We are not responsible for losses related to your business usage (e.g., lost profit).

7.3 Exceptions: Nothing in these Terms excludes or limits liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
  • any other liability that cannot be excluded or limited by applicable law.

7.4 Indemnification (Business Users only): If you are a Business User, you agree to indemnify, defend, and hold harmless CodeAlive, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

  • your breach of these Terms;
  • your violation of any applicable law or regulation;
  • your Customer Data or any content you upload that infringes or misappropriates the intellectual property rights or other rights of any third party; or
  • your use of the Service in a manner not authorised by these Terms.

Your indemnification obligations under this Section 7.4 are subject to the following conditions: (a) we will provide you with prompt written notice of any claim for which indemnification is sought (provided that failure to give such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby); (b) you shall have sole control of the defence and settlement of any such claim (provided that you may not settle any claim that admits liability on our part or imposes obligations on us without our prior written consent); and (c) we will provide reasonable cooperation in the defence of such claim at your expense. Notwithstanding the foregoing, your total liability under this Section 7.4 shall not exceed two (2) times the fees paid or payable by you in the 12 months preceding the claim giving rise to the indemnification obligation.

8. Term and Termination

8.1 Termination for Convenience: You may cancel your subscription at any time via your account settings. Access will continue until the end of the current billing cycle. 8.2 Termination for Breach: We may suspend or terminate your access immediately if you breach these Terms. 8.3 Effect of Termination: Upon termination, your right to use the Service ceases. We may delete your Customer Data from our systems after a grace period of 90 days, unless legally required to retain it.

9. Data Protection

To the extent CodeAlive processes personal data contained within your Customer Data (e.g., committer names, email addresses) on your behalf, CodeAlive acts as a Data Processor and you act as the Data Controller.

9.1 Compliance: Both parties agree to comply with their respective obligations under the UK Data Protection Act 2018, the UK GDPR, and the Data (Use and Access) Act 2025. 9.2 Instructions: We will only process such personal data in accordance with your documented instructions (which include these Terms and any applicable Order Form). 9.3 Security: We have implemented appropriate technical and organisational measures to protect such data, as described in our Privacy Notice. 9.4 Sub-processors: You consent to our use of the sub-processors listed in our Privacy Notice. We will notify you of any intended changes to sub-processors and provide you with a reasonable opportunity to object. 9.5 Data Processing Addendum: For Business Users who require a formal Data Processing Agreement pursuant to Article 28 of the UK GDPR, our standard Data Processing Addendum ("DPA") is available upon request at security@codealive.ai. Upon execution, the DPA shall form part of this agreement and shall include the Article 28 requirements, including sub-processor lists, breach notification procedures, data subject request handling, and audit rights.

10. General Provisions

10.1 Governing Law: These Terms are governed by the laws of England and Wales. 10.2 Dispute Resolution:

  • Informal Resolution: Before initiating any legal proceedings, the parties agree to attempt in good faith to resolve any dispute arising out of or in connection with these Terms through informal negotiation. Such negotiation shall commence upon written notice from one party to the other and shall continue for a period of not less than thirty (30) days, unless the parties agree otherwise in writing.
  • Business Users: Subject to the informal resolution process above, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
  • Consumers: You may bring legal proceedings in the English courts or the courts of the part of the UK/EU where you live. Nothing in this Section shall prevent you from referring a complaint to an alternative dispute resolution provider or ombudsman scheme where available. 10.3 Entire Agreement: These Terms, together with our Privacy Notice and any applicable Order Form or DPA, constitute the entire agreement between you and CodeAlive regarding the Service and supersede all prior agreements, understandings, and representations. 10.4 Updates: We may update these Terms from time to time. If changes are material, we will notify you via email or a prominent notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after such notice period implies acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your account in accordance with Section 8. 10.5 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) where such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, internet or telecommunications failures, or failures of third-party service providers. The affected party shall use reasonable endeavours to mitigate the effect of such event and resume performance as soon as reasonably practicable. 10.6 Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect. 10.7 No Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any right or remedy must be in writing and signed by the waiving party. 10.8 Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided that we give you written notice of any such assignment within thirty (30) days thereof. Any assignee shall be bound by the terms and conditions of these Terms.

Contact Us: If you have questions about this document, please write to: CodeAlive Ltd 71-75 Shelton Street, Covent Garden London, WC2H 9JQ, UK Email: security@codealive.ai