Terms of Service

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing, browsing, or using ChaozCode's services, including but not limited to our AI-powered development platform, Natural Language Coding (NLC) systems, Memory Spine technology, API services, and all associated tools and documentation (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

1.2 Legal Capacity

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are accessing the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1.3 Electronic Agreement

By clicking "I Agree," creating an account, or using our Services, you consent to these Terms electronically. This electronic acceptance has the same legal effect as a physical signature.

2. Service Description

2.1 Platform Overview

ChaozCode provides an enterprise-grade AI-powered development platform that enables users to build software applications through natural language interaction. Our core technologies include:

• Natural Language Coding (NLC): Proprietary AI system for converting natural language instructions into functional code
• Memory Spine: Persistent context management with 62+ MCP tools, intelligent memory systems, and cross-session continuity
• Multi-Agent Orchestration: 209+ specialized AI agents operating in coordinated workflows
• Development Toolkit: 600+ integrated tools for modern software development
• API Access: RESTful and WebSocket APIs for programmatic integration

2.2 Service Tiers

Services are offered across multiple subscription tiers (Free, Basic, Pro, Enterprise) with varying features, usage limits, and support levels as detailed on our pricing page.

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time. We will provide reasonable notice (minimum 30 days for material changes) except in cases of emergency maintenance, security concerns, or legal requirements.

2.4 Beta Features

Certain features may be designated as "Beta" or "Experimental." Such features are provided "as-is" without warranty and may be modified or removed without notice.

3. User Accounts

3.1 Account Registration

To access certain Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Create a strong password and keep it confidential
• Not create accounts using false identities or impersonation
• Not create multiple accounts to circumvent restrictions

3.2 Account Security

You are solely responsible for all activities conducted through your account. You must:

• Implement appropriate security measures (strong passwords, 2FA where available)
• Immediately notify us of any unauthorized access or security breaches
• Not share credentials with unauthorized parties
• Log out of shared devices after use

3.3 Account Types

Enterprise accounts may have multiple authorized users ("Team Members"). The account owner is responsible for all Team Member activities and ensuring compliance with these Terms.

4. Acceptable Use Policy

4.1 Permitted Uses

You may use ChaozCode Services for lawful purposes including:

• Personal and commercial software development
• Educational and learning purposes
• Building applications, tools, and integrations
• Research and experimentation within service limits
• Automation of legitimate development workflows

4.2 Prohibited Activities

You must NOT use our Services to:

• Violate any applicable local, state, national, or international law
• Create malware, viruses, ransomware, or other harmful code
• Attempt unauthorized access to any systems or networks
• Generate content that is illegal, defamatory, obscene, or harmful
• Engage in harassment, abuse, or discrimination
• Infringe intellectual property rights of third parties
• Circumvent usage limits, rate restrictions, or security measures
• Scrape, harvest, or collect data without authorization
• Reverse engineer, decompile, or disassemble our systems
• Resell or redistribute Services without written permission
• Interfere with the operation of Services or other users' access

4.3 API Usage Limits

API access is subject to rate limits and quotas as specified in your subscription tier. Exceeding limits may result in temporary throttling or suspension. Enterprise customers may negotiate custom limits.

4.4 Content Standards

All content you create, upload, or generate through our Services must comply with our Community Guidelines and applicable laws. We reserve the right to remove content that violates these standards.

5. Intellectual Property Rights

5.1 Your Content

You retain all ownership rights to code, applications, content, and materials you create using our platform ("User Content"). By using our Services, you grant ChaozCode a limited, non-exclusive, royalty-free license to:

• Process, store, and cache your content to provide Services
• Create backups and redundant copies for reliability
• Display content as necessary for your use of Services

This license terminates when you delete your content or close your account, except for content shared with others or required for legal compliance.

5.2 ChaozCode Property

ChaozCode and its licensors retain exclusive ownership of:

• The ChaozCode name, logo, and all associated branding
• Memory Spine technology and underlying algorithms
• AI models, training data, and agent architectures
• Platform infrastructure, APIs, and proprietary systems
• Documentation, tutorials, and educational materials

5.3 Generated Code Ownership

5.4 Feedback

If you provide feedback, suggestions, or ideas ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback without restriction or compensation.

6. Payments & Billing

6.1 Subscription Plans

Services are offered under various subscription tiers with different features and pricing. Current pricing is available at chaozcode.com/pricing. Prices are in USD unless otherwise specified.

6.2 Billing Terms

• Subscriptions are billed in advance on a monthly or annual basis
• Annual subscriptions receive a discount but are billed as a single payment
• Payments are processed securely through Stripe, PayPal, or other authorized providers
• You authorize us to charge your payment method on a recurring basis
• Failed payments may result in service suspension after 7 days grace period

6.3 Taxes

Prices exclude applicable taxes. You are responsible for all sales tax, VAT, GST, and other taxes imposed by your jurisdiction. We will collect taxes where legally required.

6.4 Plan Changes

You may upgrade or downgrade your subscription at any time:

• Upgrades: Take effect immediately; prorated charges apply
• Downgrades: Take effect at the next billing cycle

6.5 Refund Policy

• New subscribers: 14-day money-back guarantee on first subscription
• Annual plans: Prorated refund within first 30 days
• Monthly plans: No refunds for partial months
• Refunds are processed to the original payment method within 5-10 business days

6.6 Price Changes

We may change pricing with 30 days written notice. Existing annual subscriptions honor the original price until renewal. You may cancel if you disagree with price changes.

7. Service Level Agreement

7.1 Uptime Commitment

We commit to maintaining the following availability levels:

• Pro Plans: 99.5% monthly uptime
• Enterprise Plans: 99.9% monthly uptime (custom SLAs available)

Uptime is calculated excluding scheduled maintenance windows (announced 48+ hours in advance) and force majeure events.

7.2 SLA Credits

If we fail to meet uptime commitments, eligible customers may receive service credits:

• 99.0% - 99.5%: 10% credit of monthly fee
• 95.0% - 99.0%: 25% credit of monthly fee
• Below 95.0%: 50% credit of monthly fee

Credits must be claimed within 30 days of the incident. Credits are applied to future billing and are not redeemable for cash.

7.3 Support Response Times

• Critical (Service Down): 1 hour response (Enterprise), 4 hours (Pro)
• High (Major Impact): 4 hours response (Enterprise), 24 hours (Pro)
• Normal: 24 hours response (Enterprise), 48 hours (Pro)

8. Privacy & Data Protection

8.1 Privacy Policy

Your use of Services is also governed by our Privacy Policy, which is incorporated by reference. Please review it carefully.

8.2 Data Processing

We process your data solely to provide and improve Services. Key commitments:

• Data is encrypted in transit (TLS 1.3) and at rest (AES-256)
• We do not sell your personal data to third parties
• AI training on your data only with explicit opt-in consent
• Data residency options available for Enterprise customers

8.3 Data Rights

You maintain control over your data and may:

• Access and download your data at any time
• Request correction of inaccurate data
• Request deletion of your data ("right to be forgotten")
• Export data in standard formats (JSON, CSV)

8.4 Compliance

We maintain compliance with applicable data protection regulations including GDPR, CCPA, and SOC 2 Type II. Documentation available upon request for Enterprise customers.

9. Limitation of Liability

9.1 Disclaimer of Warranties

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

9.2 Limitation of Damages

IN NO EVENT SHALL CHAOZCODE BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of procurement of substitute services
• Any damages exceeding the amount paid by you in the 12 months preceding the claim

9.3 AI-Generated Content Disclaimer

9.4 Exceptions

These limitations do not apply to liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by applicable law.

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless ChaozCode, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Content you create, upload, or generate
• Your negligence or willful misconduct

10.2 Procedure

We will promptly notify you of any claim and provide reasonable cooperation. You may not settle any claim without our prior written consent if it would impose obligations on us or admit liability.

11. Termination

11.1 Termination by You

You may terminate your account at any time through account settings or by contacting support. Upon termination:

• Your access to Services ends immediately
• Unused subscription time is not refunded (except as stated in Section 6.5)
• You remain responsible for any outstanding fees

11.2 Termination by ChaozCode

We may suspend or terminate your account if you:

• Materially breach these Terms
• Engage in prohibited activities
• Fail to pay applicable fees after grace period
• Pose security risks to our platform or other users
• Are required to be terminated by law or legal process

11.3 Effect of Termination

• Your rights to use Services terminate immediately
• We will retain your data for 30 days to allow export
• After 30 days, data will be permanently deleted
• Provisions that should survive termination (IP rights, limitations, disputes) will remain in effect

11.4 Refunds on Termination for Cause

If we terminate for our convenience (not for your breach), we will provide a prorated refund for any prepaid unused Services.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@chaozcode.com to attempt informal resolution. We will work in good faith to resolve disputes within 30 days.

12.2 Arbitration Agreement

Any disputes that cannot be resolved informally shall be settled by binding arbitration under the rules of the American Arbitration Association. Arbitration shall be conducted in Delaware, USA, in English.

12.3 Class Action Waiver

YOU AND CHAOZCODE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction for violations of intellectual property rights or confidentiality obligations.

12.5 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law provisions.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and ChaozCode regarding the Services.

13.2 Severability

If any provision is found invalid or unenforceable, that provision will be modified to the minimum extent necessary, and remaining provisions will remain in full force.

13.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right. Any waiver must be in writing and signed by ChaozCode.

13.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of assets.

13.5 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

13.6 Notices

Notices to you will be sent to the email address on your account. Notices to us should be sent to legal@chaozcode.com or by mail to our registered address.

13.7 Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via email or platform notice at least 30 days before taking effect. Your continued use after the effective date constitutes acceptance.

13.8 Contact Information

ChaozCode Inc.
Email: legal@chaozcode.com
Support: support@chaozcode.com