Terms of Service

These Terms of Service ("Terms") are an agreement between you and Userz, Inc. ("Userz," "we," "us"). They govern your use of the Userz website, web console, desktop app, mobile app, APIs, feedback widget, and SDKs (together, the "Service").

You accept these Terms by clicking Accept when the Service asks you to, which it does before first use and again after any material change (Section 18), or by otherwise using the Service. Each acceptance is recorded with the version of these Terms you accepted and the time.

If you accept on behalf of an organization, you represent that you have authority to bind it, and "you" refers to that organization. If you do not agree, do not use the Service.

The Service is currently offered as a private beta, by invitation, to a limited group of organizations. While it is in beta:

• The Service is provided "as is," and features may change, be withdrawn, or behave differently from their documentation, with or without notice.
• There is no service-level agreement, uptime commitment, or support response-time commitment, though we aim to reply to [email protected] within seven business days. This is a goal, not a commitment.
• Usage limits apply, including limits on the processing done for your organization, and we may change them.
• Non-public information about the Service that you see because you are in the beta, such as unreleased features and pre-release pricing, is our Confidential Information (Section 13). You may say that you take part in the beta and share your general impressions.
• We may end your participation, or the beta as a whole, at any time. If we end the beta without making the Service generally available, we will give you at least 30 days' notice to export or delete your data before we delete it. If the Service becomes generally available, your account, organizations, and data carry over unless you delete them.

Do not rely on the beta Service for anything you cannot afford to have interrupted or lost.

Business use. The Service is for business use. You must be at least 18 years old and acting for a business or organization to create an account.

Your account. You are responsible for safeguarding your sign-in credentials, for keeping your account information accurate, and for all activity under your account. Do not share accounts. Notify us immediately at [email protected] if you suspect unauthorized access.

Organizations. Each account works within one or more organizations. An organization's owners control its membership, settings, and data, and are responsible for the activity of its members.

Deletion. You can delete your account at any time from Settings → Delete account, which also deletes any organization of which you are the only member. An owner can delete an organization, and all of its data, from Settings → Delete organization. If you are the only owner of an organization with other members, you must first make someone else an owner or delete that organization.

You agree that you will not, and will not allow anyone else to:

• Use the Service to break any law or infringe or misappropriate anyone's rights.
• Use the Service to create, store, or distribute malware or other harmful code, or unlawful, abusive, or deceptive content.
• Access, or attempt to access, another customer's data or any part of the Service you are not authorized to use.
• Copy, modify, or create derivative works of the Service, or reverse engineer, decompile, or disassemble it or attempt to discover its source code, models, prompts, or underlying methods, except to the extent the law expressly permits despite this restriction.
• Use the Service, or any information about it, to build or train a competing product or service, or to copy its features, design, or functionality.
• Scrape, data-mine, or systematically extract content from the Service, or use the Service's output to develop AI models that compete with it.
• Tamper with, patch, repackage, or redistribute our desktop or mobile apps, widget, or SDKs, other than embedding the widget and SDKs in your own applications as our documentation describes.
• Access the Service through any means other than our apps, the widget and SDKs, and our published APIs, including through automated means outside those APIs.
• Remove, obscure, or alter any copyright, trademark, or other proprietary notices in or on the Service.
• Circumvent or probe rate limits, usage limits, access controls, or other technical or security controls, except as part of responsible security research reported to [email protected].
• Interfere with or disrupt the Service, or place an unreasonable load on it.
• Resell, sublicense, or provide the Service to third parties other than your organization's members, except as we agree in writing.
• Use the Service where its failure could lead to death, personal injury, or serious physical or environmental damage.

Sensitive data. The Service is not designed for special categories of personal data, protected health information, payment card data, or government identification numbers. You will configure your sources so that they are not collected, unless we agree otherwise in writing.

You are responsible for:

• Having all rights necessary to connect each repository, machine, and source you connect, and to let Userz process their content as these Terms describe.
• The configuration of the widget, SDKs, and connected sources, and the lawful basis for collecting signals from your end users, including any notice or consent the law requires before collecting feedback, screenshots, console output, replay clips, or component information.
• The machines you connect and everything that runs on them, including the agent tools you choose to use there, the permissions you give those tools, and the commands and file changes they make. Coding agents act autonomously and can run commands and modify files on the machine they run on; configure them, and the access they have, accordingly.
• The actions of your organization's members and of anyone using the Service through your account.

The Service works with products you obtain from others, such as your source-code host, chat platforms, issue trackers, and the coding agent tools on your machines (for example, Claude Code from Anthropic or Codex from OpenAI). Those products are provided to you by their makers under your own accounts and their own terms. Userz is not a party to those agreements and is not responsible for those products, their availability, their fees, or what their makers do with the content you send them. When you connect a third-party product, you authorize us to access and exchange data with it on your behalf as needed to provide the Service. You can revoke that access at any time by disconnecting it in the Service or from the product's own settings.

Ownership. As between you and Userz, you retain all right, title, and interest in your repositories and source code, your signals and end-user feedback, the run content mirrored from your machines, the Directives and other work the Service produces for you, and your other data (together, "Customer Content"). As between you and Userz, you own the output the Service generates for you, including any code you choose to merge.

Licence to us. You grant Userz a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, redact, and modify Customer Content solely to provide, secure, and improve the Service for you, to train and evaluate models as described in our Privacy Policy, and to comply with law. Our handling of personal data in Customer Content is further described in our Privacy Policy and Data Processing Agreement.

Usage data. We may collect and use information about how the Service is used and performs, such as diagnostics and aggregated usage measurements, to operate, secure, and improve the Service. We will not disclose it in a form that identifies you or your end users, except as our Privacy Policy allows.

Userz and its licensors retain all right, title, and interest in the Service, including the platform, software, models, documentation, and brand, and all improvements to them. Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise.

Feedback. If you send us suggestions, ideas, bug reports, or other feedback about the Service, you grant Userz a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, and build on it without restriction, attribution, or payment. Feedback does not include your Customer Content.

Publicity. We will not use your organization's name or logo to identify you as a customer without your permission.

The Service is free of charge during the private beta, and we will not ask for payment details during it. Before any fee applies to you, we will tell you the plans and prices by email at least 30 days in advance, and nothing moves you onto a paid plan automatically. If you take up a paid plan, its fees are billed in advance on a recurring basis, are non-refundable except where the law requires otherwise, and exclude taxes, which you are responsible for (other than taxes on Userz's net income). We may change prices on at least 30 days' notice, effective at your next renewal.

These Terms remain in effect while you have an account. You may end them at any time by deleting your account (Section 4) or by emailing [email protected].

Suspension. We may suspend access to all or part of the Service, for you or for a machine, connection, or user, if we reasonably believe it is necessary to prevent a security threat, harm to the Service or others, fraud, or a breach of Sections 5 or 6, or if the law requires it. We will try to give notice and limit the suspension to what is necessary, and we will restore access once the cause is resolved.

Termination. We may terminate your access if you materially breach these Terms, if continuing would expose Userz or others to legal or security risk, or as Section 3 allows during the beta. We may discontinue the Service in whole or in part on at least 30 days' notice.

Effect. On termination, your right to use the Service ends, you must stop using our software, and we will delete Customer Content as our Privacy Policy describes. Sections 8, 9, 10, 13, 14, 15, 16, 19, and 20, and any other provision that by its nature should survive, survive termination.

Each party will protect the other's non-public information disclosed in connection with the Service ("Confidential Information") with at least the care it uses for its own confidential information of like kind, and no less than reasonable care, and will use it only to exercise its rights and perform its obligations under these Terms. Your Customer Content is your Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidentiality, is received from a third party without such a duty, or is independently developed without use of the disclosing party's information. A party may disclose Confidential Information where the law requires, after giving the other party reasonable notice where lawful. These obligations continue for three years after these Terms end, and for trade secrets and Customer Content, for as long as they remain confidential.

Except as expressly stated in these Terms, the Service is provided "AS IS" and "AS AVAILABLE." Userz expressly disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or trade usage. Without limiting the foregoing, Userz does not warrant that the Service will be uninterrupted, error-free, or secure, that it will be free of harmful components, or that any AI-generated output will be accurate, complete, secure, non-infringing, or fit for any purpose. Some jurisdictions do not allow the exclusion of implied warranties, so portions of this disclaimer may not apply to you.

To the maximum extent permitted by law:

• Excluded damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility of such damages.
• Aggregate cap. Userz's total cumulative liability arising out of or related to these Terms or the Service will not exceed the greater of (a) the fees you paid Userz for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars (USD 100).
• Failure of essential purpose. These limitations apply notwithstanding the failure of any limited remedy of its essential purpose.

These limitations form an essential basis of the bargain between the parties.

You will defend, indemnify, and hold harmless Userz, its affiliates, and their respective officers, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your or your organization's members' use of the Service in breach of these Terms;
• Customer Content you submit or cause to be submitted;
• Your decision to merge, deploy, run, or otherwise use any AI-generated output (including any harm to you, your customers, your end users, or third parties caused by such output), or the actions of coding agents on your machines; or
• Your violation of any law or any third-party right.

Userz will promptly notify you of any such claim, give you sole control over its defense and settlement (provided no settlement adverse to Userz is entered without our consent), and reasonably cooperate at your expense.

You will comply with all applicable export-control and economic-sanctions laws in your use of the Service. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, and that you are not on, or owned or controlled by anyone on, a US government restricted-party list. You will not export, re-export, or provide access to the Service in violation of those laws.

We may update these Terms from time to time. For a material change, we will email account owners at least 14 days before it takes effect, post the new Terms here with a new "Last updated" date, and ask every user to accept the new version in the Service before continuing. If you do not accept, you may delete your account (Section 4).

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Before starting a formal proceeding, each party will first try in good faith to resolve a dispute informally for at least 30 days after written notice to the other (to Userz at [email protected]). Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, in English. Either party may bring an individual action in small-claims court for disputes within its jurisdiction. Each party waives any right to participate in a class action or class-wide arbitration. Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, and a breach of Section 5 or 13 may cause harm for which damages are not an adequate remedy.

Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and any order form executed between the parties, constitute the entire agreement between you and Userz regarding the Service and supersede all prior agreements. If an order form conflicts with these Terms, the order form governs.

Assignment. You may not assign these Terms without Userz's prior written consent; Userz may assign them in connection with a merger, acquisition, or sale of assets.

Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect.

Waiver. Failure to enforce any provision is not a waiver.

Notices. Notices to Userz must be sent to [email protected]. Notices to you may be sent to the email address associated with your account.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations.

US government users. The Service is commercial computer software and documentation, and US government users receive only the rights granted to all other users under these Terms.

Independent parties. The parties are independent contractors. Nothing in these Terms creates rights for any third party.

Userz, Inc.

Legal: [email protected]

Support: [email protected]

Privacy: [email protected]