Terms of Service

By accessing or using Codly's Services, you confirm that you are at least 18 years of age (or the age of majority in your jurisdiction) and that you have the legal capacity to enter into a binding agreement. 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.

If you do not agree to these Terms, you must not access or use our Services.

Codly is an AI pair programmer designed to help developers write, understand, and improve code. The Services include, but are not limited to:

• VS Code and Cursor extensions providing AI-powered code assistance, autocomplete, and codebase exploration.
• Semantic search enabling natural language querying of your codebase.
• Integrated terminal execution for running commands and tests within the development environment.
• Web-based dashboard for account management and subscription services.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with or without notice.

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

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Keep your login credentials secure and confidential.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized access or security breach.

We reserve the right to suspend or terminate accounts that violate these Terms or involve fraudulent, abusive, or harmful conduct.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

You agree NOT to:

• Copy, modify, distribute, or create derivative works from the Services.
• Reverse engineer, decompile, or disassemble any aspect of the Services.
• Use the Services to develop a competing product or service.
• Circumvent, disable, or interfere with security-related features.
• Use automated means (bots, scrapers) to access the Services without permission.
• Transmit viruses, malware, or any harmful code.
• Use the Services for any illegal or unauthorized purpose.
• Violate any applicable laws or regulations.

"User Content" refers to any code, data, text, or other materials you submit, upload, or transmit through the Services. You retain ownership of your User Content.

By using the Services, you grant Codly a limited, non-exclusive license to process your User Content solely for the purpose of providing and improving the Services. We do not claim ownership of your code or data.

You represent and warrant that you have all necessary rights to use and share your User Content and that it does not infringe upon third-party rights or violate applicable laws.

The Services, including all software, designs, text, graphics, logos, and other content (excluding User Content), are owned by Codly or its licensors and are protected by intellectual property laws.

All trademarks, service marks, and trade names are the property of Codly or their respective owners. Nothing in these Terms grants you any right to use any trademark, logo, or branding without prior written consent.

Certain features of the Services require a paid subscription. By purchasing a subscription, you agree to the following:

• Billing: Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan).
• Auto-renewal: Subscriptions automatically renew unless cancelled before the renewal date.
• Cancellation: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.
• Refunds: Subscription fees are generally non-refundable, except where required by applicable law.
• Price changes: We may modify subscription pricing with reasonable notice. Continued use after a price change constitutes acceptance.

You may terminate your account at any time by contacting us or using the account deletion feature in your settings.

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach any provision of these Terms.
• We are required to do so by law.
• Your conduct poses a risk to the Services, other users, or third parties.
• Your account has been inactive for an extended period.

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination (e.g., disclaimers, limitation of liability, indemnification) will remain in effect.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, Codly disclaims all warranties, 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, error-free, or secure. AI-generated content and suggestions may contain errors and should be reviewed before use in production environments.

To the maximum extent permitted by applicable law, Codly 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, revenue, or data.
• Business interruption or loss of business opportunities.
• Damages arising from your use of or inability to use the Services.
• Reliance on any content or information provided through the Services.

In no event shall our total liability exceed the greater of (a) the amounts paid by you to Codly in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100).

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

• Your use or misuse of the Services.
• Your violation of these Terms.
• Your violation of any applicable law or third-party rights.
• Your User Content.

These Terms shall be governed by and construed in accordance with applicable laws, without regard to conflict of law principles.

Any disputes arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved informally, it shall be submitted to binding arbitration or resolved in the courts of competent jurisdiction.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Codly, to the extent permitted by law.

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date at the top of this page.

Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

If you have questions about these Terms or our Services, please contact us at:

• Email: [email protected]
• Website: www.codly.sh