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| 0 | Terms of Service: Individual & Pro | Devin Windsurf is now Devin Desktop. | 0 | Menu Close Home Careers Research Blog Contact Devin Home Careers Research Blog Contact Devin Platform Terms of Service Last updated: June 30, 2026 This update may include material changes to your prior Terms of Service, and in such case, the prior terms shall control until 30 days from the posting of these Terms. |
| 1 | The IDE you love, with more features. | 1 | You agree that by accessing the Services thereafter, these Terms shall govern your use of the Services. |
| 2 | Learn more → Windsurf is now Devin Desktop → Product Solutions Customers Resources Pricing Contact sales Download Log in Terms of Service: Individual & Pro Interested in Teams? | 2 | Previous version These Terms of Service (“Terms”) govern your use of the Cognition Platform, and other software offerings (“Services”) that Cognition AI, Inc. |
| 3 | Check out the Teams Terms of Service . | 3 | (“Cognition,” “we,” “us,” or “our”) may offer to individuals or entities who register for and use our Services (each a “Customer”, “you” or “your”). |
| 4 | Terms of Service: Individual & Pro Last updated April 14, 2026 Thank you for choosing to be part of our community at Exafunction, Inc. | 4 | Please carefully read these Terms, along with our Privacy Policy , which outlines how we handle your data. |
| 5 | (" Company ," " we ," " us ," or " our "). | 5 | These Terms and the Privacy Policy form a single binding agreement between you and Cognition (the “Agreement”). |
| 6 | We are committed to protecting your personal information and your right to privacy. | 6 | Throughout these Terms, Authorized User means your employees, consultants, and agents (i) who are expressly authorized by you to access and use the Services under and in accordance with the rights granted to you pursuant to this Agreement; and (ii) for whom access to the Services has been purchased. |
| 7 | If you have any questions or concerns about this privacy notice or our practices with regard to your personal information, please contact us at privacy@windsurf.com . | 7 | You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms. |
| 8 | PLEASE READ THE FOLLOWING TERMS CAREFULLY: BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EXAFUNCTION'S PRIVACY POLICY (TOGETHER, THESE " TERMS "). | 8 | If you do not agree with this Agreement, please stop using or accessing the Services. |
| 9 | If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. | 9 | In some cases, you may have licensed the Services from Exafunction, Inc., and in such cases, unless you have received notice that your license has been assigned to Cognition AI, Inc., references herein to “Cognition,” “we,” “us,” or “our” shall mean Exafunction, Inc. |
| 10 | YOUR USE OF THE SERVICE, AND EXAFUNCTION'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY EXAFUNCTION AND BY YOU TO BE BOUND BY THESE TERMS. | 10 | You must be at least 13 years old to use the Services. |
| 11 | ARBITRATION NOTICE . | 11 | By agreeing to these Terms, you represent and warrant that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and use of the Services complies with all applicable laws and regulations. 1. |
| 12 | Except for certain kinds of disputes described in Section 20, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND EXAFUNCTION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. 1. | 12 | Definitions 1.1 Cognition IP: means the Services, Documentation, and all other technology, including software and other works of authorship, graphical user interfaces, workflows, products, processes and algorithms, data, know-how and trade secrets, designs, techniques, inventions and other tangible or intangible technical material or information provided by or on behalf of Cognition in connection with the foregoing, whether created, developed, or reduced to practice as part of the provision of the Services or otherwise, and all improvements, enhancements, modifications, and derivative works of any of the foregoing, in each case, together with all intellectual property rights therein. |
| 13 | Exafunction Service Overview. | 13 | For the avoidance of doubt, Cognition IP does not include Customer Data. 1.2 Customer Data: means (i) information, data, Inputs, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf or your Authorized User's behalf through the Services; and (ii) data that is generated and made available to you by the Services through use of such data, including Outputs. |
| 14 | The Cognition platform (including Windsurf) offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently (the " Platform ") and can provide suggested code, outputs or other functions (each, a " Suggestion "). | 14 | Customer Data expressly excludes: (i) any content owned by or licensed to Cognition; and (ii) Usage Data. 1.3 Documentation: means Cognition's user manuals, handbooks, and guides and other training and supporting materials relating to the Services, which may be provided by Cognition to you either electronically or in hard copy form. 1.4 Input: means the prompts and inputs provided or made available by you or your Authorized Users to the Services. 1.5 Output: means all the code, suggestions, completions, responses, results, and actions generated or returned by the Services based on Input you or your Authorized Users provide. 1.6 Service Tier: means the tier under which you access and use the Services. 1.7 Usage Data: means the anonymized and aggregated data regarding the manner in which you or your Authorized Users interact with the Services. |
| 15 | We also offer a limited version of the Platform through our website to anyone, with or without an account. 2. | 15 | For avoidance of doubt, Usage Data will not be linkable to you, and will not include any confidential information. 1.8 Zero Data Retention (ZDR): means Customer Data is (i) not saved to disk or otherwise persistently retained, and (ii) deleted upon generation of the relevant Output. 2. |
| 16 | Eligibility. | 16 | Access and use 2.1 Rights Granted: Subject to your compliance with the terms and conditions of this Agreement, Cognition hereby grants you a non-exclusive, non-sublicensable, non-transferable right to access and use the Services and Documentation for your internal business purposes only, solely for use by you and your Authorized Users during the Term. |
| 17 | You must be at least 13 years old to use the Service. | 17 | Cognition reserves all rights not expressly granted to you in and to the Services, Documentation, and Cognition IP. 2.2 Your responsibilities: You and your Authorized Users may be asked to create a user account to access the Services and Documentation. |
| 18 | By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. | 18 | You are responsible for all uses of the Services and Documentation that result from your access or use, directly or indirectly, whether such access or use is permitted by or is in violation of this Agreement. |
| 19 | If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. 3. | 19 | Without limiting the generality of the foregoing, you are responsible for (i) all acts and omissions of Authorized Users, and for any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you; and (ii) safeguarding the confidentiality of all passwords and usernames associated with your account and your Authorized Users' accounts, and for any use or misuse of the Services by anyone using such passwords or usernames, whether or not authorized by you. |
| 20 | Accounts and Registration. | 20 | You agree to use all reasonable efforts to make all Authorized Users aware of the provisions of this Agreement that are applicable to such Authorized User's use of the Services, and will cause Authorized Users to comply with such provisions. 2.3 Restrictions: You may not use the Services for any purposes beyond the scope of the access granted in this Agreement. |
| 21 | To access most features of the Service, you must register for an account. | 21 | You may not, at any time, directly or indirectly, and must ensure that your Authorized Users do not: (i) copy, reproduce, modify, translate, or create derivative works of the Services or Documentation, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) use the Services to create or develop any competing products or services, including to train competing artificial intelligence models except as expressly approved by Cognition in writing; or (iv) make the Services or Documentation available to anyone other than Authorized Users (collectively, “Use Restrictions”). 2.4 Suspension: We reserve the right to temporarily suspend your access and any Authorized User's access to any portion or all of the Services if, in our sole discretion, we reasonably determine that: (i) there is a threat or attack on any Cognition IP; (ii) your use or any of your Authorized User's use of the Cognition IP disrupts or poses a security risk to Cognition IP or to any other Cognition customer or vendor; (iii) you or your Authorized Users are using the Cognition IP for fraudulent or illegal activities; (iv) your actions risk harm to any of our other customers or the security, availability, or integrity of the Services; or (v) you have ceased to continue business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. 2.5 Availability: The Services are subject to modification and change, in Cognition's sole discretion. |
| 22 | When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. | 22 | There are no guarantees made with respect to the quality, stability, availability, or reliability of the Services. 2.6 Acceptable Use Policy: Your use of the Services is subject to Cognition's Acceptable Use Policy (“AUP”), available at cognition.ai/aup or such other URL as Cognition may designate. |
| 23 | Violation of the AUP may result in suspension or termination of your access to the Services in Cognition's sole discretion. 3. | ||
| 24 | Content rights; intellectual property 3.1 Ownership: Cognition owns all right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, and Cognition IP, and reserves all rights not expressly granted to you in this Agreement. | ||
| 25 | Cognition assigns to you all right, title, and interest in Output. | ||
| 26 | You own all right, title, and interest, including all intellectual property rights, in and to Customer Data, including Outputs to the fullest extent permitted by applicable law. | ||
| 27 | You acknowledge that Outputs are generated automatically by machine learning technology and may be similar to or the same as Outputs provided to other customers; no rights to any Outputs generated for or provided to other customers are granted to you under these Terms. 3.2 License: By using the Services, you hereby grant to Cognition, its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid, sublicensable (solely for the purposes of providing the Services to you), transferable license to reproduce, distribute, modify, and otherwise use, display, and perform all acts with respect to the Customer Data as may be necessary for Cognition to provide the Services to you. | ||
| 28 | You hereby represent and warrant that: (i) you have all necessary rights to grant Cognition the license set forth in this section, and to allow Cognition to exercise its rights under such license without infringement of the rights of any third party, including privacy rights; and (ii) Cognition's receipt and processing of Customer Data in accordance with this Agreement does not and will not violate any applicable laws or regulations. 3.3 Data Usage and Rights: 3.3.1 Use of Customer Data: Cognition may use Customer Data for model training purposes and to improve and enhance the Services. | ||
| 29 | If you subscribe to a paid Service Tier, you may opt out of this use (“Opt-Out”). | ||
| 30 | Following an Opt-Out election: (A) Customer Data will not be used for any other purpose, including training language models; and (B) Zero Data Retention will be enabled with our model providers. | ||
| 31 | For the Teams Service Tier, only an administrator may exercise the Opt-Out. 3.3.2 Usage Data: Cognition reserves the right to collect, analyze, and utilize Usage Data for operational, analytical, and improvement purposes. | ||
| 32 | Cognition owns all right, title, and interest in and to the Usage Data. 3.3.3 Abuse and Legal Process: ZDR does not preclude retention or disclosure of Customer Data (i) flagged on automated safety and abuse-detection classifiers; (ii) to perform safety, security, and AUP compliance review; or (iii) as compelled by applicable law or legal process. 3.4 Marketing: Subject to your prior consent, Cognition may use your name, logo, and trademarks in publicity, including, but not limited to, displaying your name, logo, or trademark on Cognition's website and marketing materials. | ||
| 33 | Additionally, you agree to consider in good faith participating in a written case study at Cognition's request, detailing the collaboration and outcomes of the project, subject to mutual agreement on the content and timeline. 3.5 Feedback: Upon request by Cognition, you and Authorized Users will report to Cognition, and reasonably assist Cognition in connection with correcting any errors, problems, or defects in the Services you discover. | ||
| 34 | In addition, if you or any Authorized Users send or transmit any communications or materials to Cognition by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cognition IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or similar feedback (collectively with any error, problem or defect reports submitted by you and Authorized Users in accordance herewith, “Feedback”), Cognition is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. | ||
| 35 | You hereby assign to Cognition, on behalf of itself and its employees, contractors and agents, all right, title, and interest in, and Cognition is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. | ||
| 36 | For the avoidance of doubt, Cognition is not required to use any Feedback. | ||
| 37 | All such Feedback is deemed to be Cognition's Confidential Information. 4. | ||
| 38 | Security and privacy 4.1 Data Security: Cognition will not disclose Customer Data except in accordance with Cognition's Privacy Policy or as expressly permitted by you or in accordance with this Agreement. | ||
| 39 | Cognition will use commercially reasonable efforts to maintain appropriate safeguards for the protection of Customer Data, and to help ensure the availability of Customer Data following any significant interruption to the Services. | ||
| 40 | You acknowledge and agree, however, that despite the use of commercially reasonable efforts to safeguard Customer Data, transmissions made on or through the Internet may not always be secure, and unauthorized third parties may breach the security of Cognition's or its agents' information systems where Customer Data is stored. | ||
| 41 | Accordingly, Cognition will not be responsible for any breach in security except to the extent the breach is due to Cognition's gross negligence. | ||
| 42 | You will be responsible for routinely backing up Customer Data, and Cognition has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data. | ||
| 43 | Cognition retains the right to provide notice of security breaches as necessary to comply with applicable privacy laws, rules, and regulations. | ||
| 44 | In the event of a security breach, you will be responsible for notifying your employees and customers of such breach. | ||
| 45 | You will convey information notices as required by applicable law, gain any necessary consents from Authorized Users, make any necessary filings with data protection authorities, and enforce and comply with any request from Authorized Users or authorities to access, rectify, and/or delete any Customer Data of Authorized Users. | ||
| 46 | You agree to indemnify us against any suits, actions, claims, or proceedings arising from an Authorized User, data protection authority, or other third party with regard to these obligations. 4.2 Personal Data: If you use the Services to process personal data, you must obtain necessary consents for processing of personal data by the Services and process such personal data in accordance with applicable data protection laws. | ||
| 47 | If processing “personal data” or “personal information” as defined under applicable data protection laws, Cognition's Data Processing Addendum posted at cognition.ai/dpa shall apply. | ||
| 48 | You agree not to process any medical information or sensitive personal data such as social security numbers, birth dates, passport information, bank account, and credit card numbers in using the Services. 5. | ||
| 49 | Payment and billing 5.1 Accounts and Registration: To access the Services you must register for an account. | ||
| 50 | When registering for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. | ||
| 25 | You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. | 53 | You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. 5.2 Payment: You are responsible for paying any applicable fees to access or use our Services or certain features of our Services. |
| 26 | If you believe that your account is no longer secure, then you should immediately notify us at privacy@windsurf.com. 4. | 54 | If you purchase access to our Services or features of our Services, you must provide complete and accurate billing information (“Payment Method”). |
| 27 | Beta or Trial Versions. | 55 | You agree that we may charge the Payment Method for any applicable fees listed for our Services and any applicable tax. |
| 28 | Exafunction may from time to time offer trial or beta models or versions or features of the Service (each, a "Beta Service"). | 56 | If the fees for these Services or features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Payment Method on a periodic basis. |
| 29 | Exafunction will determine, at its sole discretion, the availability, duration (the "Trial Period"), features, and components of each Beta Service. | 57 | Failure to pay for pay-as-you-go usage or a recurring subscription payment may result in a suspension or termination of the Services, and all outstanding fees due will become due and payable immediately without further action or notice. 5.3 Refund Policy: Except as expressly provided in these Terms or where required by law, all payments are non-refundable. 5.4 Disputes: In the event of a fee dispute, you will deliver a written statement to Cognition no later than 10 business days following the date on which such fee is paid and provide a detailed description of the disputed item and the disputed amount. 6. |
| 30 | ANY BETA SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. | 58 | Confidentiality 6.1 Confidential Information: Either party may disclose or make available (in such capacity, the “Disclosing Party”) to the other party (in such capacity, the “Receiving Party”) information about its business affairs, products, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that the Receiving Party would reasonably deem to be confidential, whether or not marked, designated or otherwise identified as such (collectively, “Confidential Information”). |
| 31 | Notwithstanding anything to the contrary in these Terms, in no event will Exafunction be liable to you or any third party for any damages or liability related to, arising out of, or caused by any Beta Service and/or any modification, suspension, or termination thereof. | 59 | Confidential Information does not include information that: (i) at the time of disclosure is, or subsequently becomes (through no action or inaction on the part of the Receiving Party) in the public domain; (ii) is known to the Receiving Party at the time of disclosure; (iii) after the date of this Agreement is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (iv) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party. 6.2 Obligations: The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the performance or receipt of the Services, as applicable, except with the Disclosing Party's prior written permission. |
| 32 | If you qualify for a Beta Service and voluntarily agree to use a Beta Service, you agree to provide Exafunction Feedback (defined below) and respond to Exafunction's questions or other inquiries regarding your use of the Beta Service, if requested. | 60 | The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees and agents who have a need to know such Confidential Information in order for the Receiving Party to exercise its rights or perform its obligations hereunder. |
| 33 | Exafunction has sole discretion in deciding whether or not to continue offering any Beta Service and may cease offering any Beta Service at any time. | 61 | On expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. |
| 34 | Upon completion of a Trial Period, you may lose access to the applicable Beta Service, unless or until the features of the Beta Service are incorporated into the Service. | 62 | Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the commencement of Services and will expire five years after the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 7. |
| 35 | Any production candidate or non-production version of the Service will be considered a Beta Service. | 63 | Term and termination 7.1 Term: The term (“Term”) of this Agreement will commence on the first day the subscription is active and continue in effect for the duration stated in the subscription, and will automatically renew for successive periods of the same duration unless you cancel the Service or we terminate it. |
| 36 | Except as expressly provided in this Section 4, these Terms govern your use of the Beta Service as part of the Service. 5. | 64 | YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGES FOR THE NEXT SUBSCRIPTION PERIOD. 7.2 Subscription Termination: You may terminate your subscription at any time. |
| 37 | General Payment Terms. | 65 | We may suspend or terminate your access to your subscription at any time without notice to you if we believe that you have breached these Terms, or if we must do so in order to comply with law. |
| 38 | We offer a paid version of this Individual license, which includes enhanced features. | 66 | If we terminate your access to the subscription due to a violation of these Terms or the law, you will not be entitled to any refund. |
| 39 | Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. | 67 | In addition, if you have a subscription, we may terminate the subscription at any time for any other reason. |
| 40 | In some cases, you may pre-authorize incremental purchases based on usage. | 68 | If we exercise this right and you purchased the subscription via our website, we will refund you, on a pro rata basis, the fees you paid for the remaining portion of your subscription after termination. |
| 41 | Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. | 69 | Upon termination of these Terms or your subscription, we may at our option delete any Customer Data or other data associated with your account. 8. |
| 42 | The pricing and payment terms in this Section 5 are subject to any pricing and payment terms set forth in an Order Form. 5.1. Price. | 70 | Warranty disclaimer 8.1 THE COGNITION IP, SERVICES, AND DOCUMENTATION ARE PROVIDED “AS IS” AND COGNITION HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE COGNITION IP, SERVICES, AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. |
| 43 | Exafunction reserves the right to determine pricing for the Service. | 71 | COGNITION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. |
| 44 | Exafunction will make reasonable efforts to keep pricing information published on the Service up to date. | 72 | COGNITION MAKES NO WARRANTY OF ANY KIND THAT THE COGNITION IP, SERVICES, DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 8.2 Output Disclaimer. |
| 45 | We encourage you to check our pricing page periodically for current pricing information. | 73 | It is your responsibility to evaluate whether Output is appropriate for your use case (including where human review is appropriate) before any use or sharing of any Output. |
| 46 | Exafunction may change the fees for any feature of the Service, including additional fees or charges, if Exafunction gives you advance notice of changes before they apply. | 74 | Outputs may be inaccurate or inappropriate for your intended use cases, and Cognition disclaims all liability for any consequences arising from your use of, or reliance on, Output. |
| 47 | Exafunction, at its sole discretion, may make promotional offers with different features and different pricing to any of Exafunction's customers. | 75 | Where Output includes any assessment, review, analysis, evaluation, or examination of code, configurations, security posture, vulnerabilities, defects, or other artifacts, you acknowledge that Cognition makes no representation or warranty that such Output identifies, surfaces, or addresses all relevant issues, vulnerabilities, defects, errors, security risks, compliance gaps, or other matters that may exist. |
| 48 | These promotional offers, unless made to you, will not apply to your offer or these Terms. 5.2. Authorization. | 76 | Such Output is provided as a non-exhaustive aid only and is not a substitute for your own review, testing, audit, or other independent verification. |
| 49 | You authorize Exafunction to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Exafunction, including all applicable taxes, to the payment method specified in your account. | 77 | Cognition disclaims all liability for any issues, vulnerabilities, defects, errors, security risks, or other matters not identified, surfaced, or addressed by such Output. 9. |
| 50 | If you pay any fees with a credit card, then Exafunction may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. 5.3. Subscription Service. | 78 | Indemnification 9.1 Cognition Indemnification: This Section 9.1 applies only to Customers on the Paid Service Tiers and does not apply to Customers on the Free Service Tier. |
| 51 | The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). | 79 | Subject to the foregoing, Cognition shall defend Customer against any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, when used in accordance with the terms of this Agreement, infringes or misappropriates such third party's patents, copyrights, or trade secrets, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees) or agreed in a settlement resulting from the Third-Party Claim, provided, that Customer (i) promptly notifies Cognition in writing of such Third-Party Claim; (ii) cooperates with Cognition in connection with such Third-Party Claim; and (iii) allows Cognition sole authority to control the defense and any settlement of such Third-Party Claim. |
| 52 | The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. | 80 | If such a Third-Party Claim is made or appears possible, Customer agrees to permit Cognition, at Cognition's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make the Services, or such component or part, as applicable, non-infringing; or (B) obtain the right for Customer to continue use of the Services, or component or part thereof, as applicable. |
| 53 | The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel the Subscription Service or we terminate it. | 81 | If Cognition determines that neither alternative is reasonably available, Cognition may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. |
| 54 | If you activate a Subscription Service, then you authorize Exafunction or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. | 82 | This Section 9.1 will not apply, and Cognition shall have no obligation, with respect to any Third-Party Claim arising from or relating to: (i) compliance with Customer designs, specifications, or requirements; (ii) use of the Services in combination with software or equipment not supplied by Cognition, to the extent the infringement arises from such other software or equipment; (iii) any adaptation or modification of the Services other than by Cognition; (iv) Customer's failure to comply with the Documentation or otherwise follow instructions provided by Cognition which would have cured the cause of action; (v) use of the Services in a manner not authorized by this Agreement; (vi) Customer's continued use of a version of the Services other than the most recently released version or of an infringing item after a non-infringing replacement has been provided; or (vii) Customer Data. 9.2 Customer Indemnification: Customer shall indemnify, hold harmless, and, at Cognition's option, defend Cognition from and against any losses resulting from any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) based on Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, technology or other products or services not supplied or expressly authorized in writing by Cognition; or (D) any adaptation or modification of the Services other than by Cognition, provided, that Customer may not settle any Third-Party Claim against Cognition unless Cognition consents to such settlement, and provided, further, that Cognition will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 9.3 Sole Remedy: THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND COGNITION'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10. |
| 55 | For information on the "Subscription Fee", please see our pricing page. | 83 | Limitations of liability 10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO COGNITION UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (US$100). 11. |
| 56 | Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. | 84 | Dispute resolution and mandatory arbitration 11.1 IN THE EVENT A DISPUTE, CONTROVERSY, OR CLAIM ARISES OUT OF OR RELATING TO THESE TERMS (“DISPUTE”), THE DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT. |
| 57 | You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. | 85 | The parties will first try in good faith to settle any Dispute within 30 days after the Dispute arises. |
| 58 | Exafunction or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. | 86 | If the Dispute is not resolved within 30 days, it shall be resolved by binding arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement (“Rules”). |
| 59 | You may cancel the Subscription Service by using the cancellation functionality made available in your billing menu. | 87 | The parties will mutually select one arbitrator. |
| 60 | YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD. 5.4. Delinquent Accounts. | 88 | The arbitration will be conducted in English in New York, New York, USA. |
| 61 | Exafunction may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. | 89 | By agreeing to mandatory arbitration as set forth herein, you and Cognition knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim, except that either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. |
| 62 | In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. | 90 | The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement. |
| 63 | If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Exafunction reserves the right to delete your account and any information associated with your account without any liability to you. 6. | 91 | The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. |
| 64 | Licenses. 6.1. Limited License. | 92 | Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute. 11.2 Class Action Waiver. |
| 65 | Subject to your complete and ongoing compliance with these Terms, and the payment of the applicable Fee (for Pro Users), Exafunction grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any downloadable application that we provide to you, on a device that you own or control; and (b) access and use the Service. 6.2. License Restrictions. | 93 | YOU AND COGNITION 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, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. |
| 66 | Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. | 94 | Unless both you and Cognition agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class, collective, or representative proceeding. |
| 67 | If you are prohibited under applicable law from using the Service, then you may not use it. 6.3. Feedback. | 95 | If this class action waiver provision is found to be unenforceable in any particular proceeding, then the entire arbitration provision in Section 11.1 will be null and void as to such proceeding, and the parties' dispute will instead be resolved in accordance with Section 12.6. 11.3 Notice of Arbitration. |
| 68 | We respect and appreciate the thoughts and comments from our users. | 96 | Before initiating arbitration, a party must first send a written notice of the Dispute to the other party by certified U.S. Mail or by a recognized courier requiring signature on delivery (“Notice of Arbitration”). |
| 69 | If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Exafunction an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. | 97 | Cognition's address for Notice of Arbitration is: Cognition AI, Inc., 550 Third Street, San Francisco, CA 94107. |
| 70 | We will have no obligation to provide you with attribution for any Feedback you provide to us. 7. | 98 | The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe in detail the particular nature and basis of the claim or Dispute; and (c) set forth the specific relief sought. |
| 71 | Ownership; Proprietary Rights. | 99 | The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement within 30 days after the Notice of Arbitration is received, either party may commence an arbitration proceeding under Section 11.1. 12. |
| 72 | The Service is owned and operated by Exafunction. | 100 | Miscellaneous 12.1 Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the applicable party. 12.2 Force Majeure: In no event shall Cognition be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Cognition's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 12.3 Independent Contractor: Each party agrees that its relationship with the other party is that of an independent contractor and that nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. |
| 73 | The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Exafunction ("Materials") are protected by intellectual property and other laws. | 101 | Neither party shall be responsible to the other party and neither party has the authority to act for, bind, or incur any debts or liabilities on behalf of the other party. 12.4 Modifications: Cognition may update these Terms by providing you with reasonable notice of the updates, including by posting the updates on our website. |
| 74 | All Materials included in the Service are the property of Exafunction or its third-party licensors. | 102 | We will provide you with at least thirty (30) days written notice (including by posting the updates on our website) before any changes that we determine, in our sole discretion, materially impact your rights or obligations, unless the changes are made to comply with applicable law in which case we will provide reasonable notice. |
| 75 | Except as expressly authorized by Exafunction, you may not make use of the Materials. | 103 | Continued use of the Services constitutes acceptance of the updated terms. |
| 76 | There are no implied licenses in these Terms and Exafunction reserves all rights to the Materials not granted expressly in these Terms. 8. | 104 | If you do not agree to the update, please stop using the Services. 12.5 Severability: If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 12.6 Governing Law: This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. |
| 77 | Third-Party Terms. 8.1. Third-Party Services and Linked Websites. | 105 | In the event that the dispute resolution mechanisms in Section 11 do not apply for any reason, the parties agree that venue for any dispute shall lie exclusively in the State and Federal courts of New York. 12.7 Assignment: You may not assign any of your rights or delegate any of your obligations hereunder. 12.8 Equitable Relief: Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. |
| 78 | Exafunction may provide tools through the Service that enable you to export information, including User Content, to third-party services. | 106 | Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 12.9 Communications; Email. |
| 79 | By using one of these tools, you hereby authorize Exafunction to transfer that information to the applicable third-party service. | 107 | Cognition may send you emails concerning the Services, our products and services, and those of third parties. |
| 80 | Third-party services are not under Exafunction's control, and, to the fullest extent permitted by law, Exafunction is not responsible for any third-party service's use of your exported information. | 108 | You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. 12.10 Export. |
| 81 | The Service may also contain links to third-party websites. | 109 | You agree to comply with all applicable international, federal, state and local laws and shall not engage in any illegal or unethical practices. |
| 82 | Linked websites are not under Exafunction's control, and Exafunction is not responsible for their content. | 110 | You acknowledge and understand that the Services and Output are subject to export control and sanctions laws and regulations. |
| 83 | Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. | 111 | You: (a) represent and warrant that (i) you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (ii) you are not a military-intelligence end-user or engaged in military-intelligence end-use activities, as defined in Section 744.22(f) of the Export Administration Regulations (EAR); and (iii) you are not engaged in any activities involving weapons of mass destruction as defined in Section 744.6 of the EAR; (b) agree not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not engage in any activities with respect to the Services that are subject to the U.S. International Traffic in Arms Regulations. 13. |
| 84 | Once sharing occurs, Exafunction will have no control over the information that has been shared. 8.2. Third-Party Platforms. | 112 | Notice to California residents This Section 13 applies only to individual users signing up directly to the Service in their personal capacity. |
| 85 | You may elect to use or integrate platforms, add-ons, services, or products not provided by Exafunction ("Third-Party Platforms") (e.g. User IDE's, Web Search, MCP Servers) subject to your agreement with the relevant provider and not this Agreement. | — | Removed |
| 86 | We do not control nor shall we have liability for such integrations, including their security, functionality, operation, availability, or interoperability with the Service or how they or their providers use User Content. | — | Removed |
| 87 | By enabling a Third-Party Platform to interact with the Service, you permit the Service to exchange User Content with such Third-Party Platform. 9. | — | Removed |
| 88 | User Content. 9.1. User Content Generally. | — | Removed |
| 89 | Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Service, including folders, data, text, and any other works of authorship or other works ("User Content"). | — | Removed |
| 90 | You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms. 9.2. Use of User Content. | — | Removed |
| 91 | By Posting User Content to or via the Service, you authorize us to use it to provide the Service and Suggestions to you. 9.3. You Must Have Rights to the Content You Post; User Content Representations and Warranties. | — | Removed |
| 92 | You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. | — | Removed |
| 93 | Exafunction disclaims any and all liability in connection with User Content. | — | Removed |
| 94 | You are solely responsible for your User Content and the consequences of providing User Content via the Service. | — | Removed |
| 95 | By providing User Content via the Service, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Exafunction and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Exafunction, the Service, and these Terms; (b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Exafunction to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate. 9.4. User Content Disclaimer. | — | Removed |
| 96 | We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. | — | Removed |
| 97 | Exafunction may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. | — | Removed |
| 98 | You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. | — | Removed |
| 99 | You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Exafunction with respect to User Content. | — | Removed |
| 100 | If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. | — | Removed |
| 101 | For clarity, Exafunction does not permit infringing activities on the Service. 9.5. Monitoring Content. | — | Removed |
| 102 | Exafunction does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. | — | Removed |
| 103 | You acknowledge and agree that Exafunction reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service. | — | Removed |
| 104 | If at any time Exafunction chooses to monitor the content, then Exafunction still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. | — | Removed |
| 105 | During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). | — | Removed |
| 106 | Exafunction may block or filter any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service. 10. | — | Removed |
| 107 | Use of User Content to Improve Services. 10.1. Use of Autocomplete User Content to Improve Services. | — | Removed |
| 108 | We may use your Autocomplete User Content to improve our discriminative machine learning models, which are models that rank or assign scores to code generations in order to understand the boundaries between different sets of code. | — | Removed |
| 109 | We will never use your Autocomplete User Content to improve generative machine learning models, which are models that are able to generate code directly based on studying existing code generations, for Autocomplete or other services. | — | Removed |
| 110 | Any Autocomplete User Content used for training our discriminative machine learning models is anonymized, such that any personally identifiable information is removed. | — | Removed |
| 111 | To opt out of having your Autocomplete User Content used for such purpose, you may change the code sharing options in the User Settings pane of the user's profile page. | — | Removed |
| 112 | Please note that if you opt out, your Autocomplete User Content will be sent to our servers so that we are able to provide you with the Services, but we will not retain your Autocomplete User Content on our servers for training our discriminative machine learning models. | — | Removed |
| 113 | "Autocomplete User Content" mean User Content provided to the Service in the operation of the Autocomplete feature. 10.2. Use of Chat User Content to Improve Services. | — | Removed |
| 114 | We may use your Chat User Content to improve the generative and discriminative machine learning models we use. | — | Removed |
| 115 | Any Chat User Content used for training our machine learning models is anonymized, such that any personally identifiable information is removed. | — | Removed |
| 116 | To opt out of having your Chat User Content used for such purpose, you may change the code sharing options in the User Settings pane of the user's profile page. | — | Removed |
| 117 | Please note that if you opt out, you will not have access to Chat Services. | — | Removed |
| 118 | "Chat User Content" mean User Content provided to the Service in the operation of the Cascade or Chat features. 11. | — | Removed |
| 119 | Usage and User Content. | — | Removed |
| 120 | Exafunction may collect, generate, and derive Usage Data for Exafunction's lawful business purposes, including to: (1) monitor, operate, improve, and support the Service and its performance, security, and stability; (2) create analytics, benchmarking, and performance data and reports; and (3) develop new products and services. | — | Removed |
| 121 | You will not interfere with the collection of Usage Data. | — | Removed |
| 122 | Exafunction owns all right, title, and interest, including all intellectual property rights in and to, the Usage Data, the know-how and analytical results generated in the processing and use of Usage Data, and any and all new products, services, and developments, modifications, customizations, or improvements to the Service made based on the Usage Data. | — | Removed |
| 123 | Exafunction will not disclose Usage Data externally, including in benchmarks or reports, unless such Usage Data has been (a) de-identified so that it does not individually identify you or any other person and (b) aggregated with usage data from other users of the Platform. | — | Removed |
| 124 | "Usage Data" means any performance, analytical, or usage data or information relating to access to or use of the Service that is generated or otherwise collected by the Service but excluding User Content. | — | Removed |
| 125 | For Pro Users, you may elect to place limits on the use of User Content such that User Content (i) is transmitted only to generate code, outputs, or other functions generated in response to input User Content ("Suggestions") in real-time and are deleted once Suggestions are generated; (ii) is not used for any other purpose, including the training of language models; and (iii) is encrypted during transit and is not stored at rest. | — | Removed |
| 126 | These limits control over the usage rights referenced in Section 10 above. | — | Removed |
| 127 | Notwithstanding the foregoing, if you elect to use a model labeled "(no ZDR)", we or the provider may store User Content solely to provide the Service to you, and if you enable features that explicitly require persistent code snippets or conversation history (e.g., Memories, Rules, or similar features), you acknowledge that the associated User Content will be stored as necessary to provide those features. 12. | — | Removed |
| 128 | Communications; Email. | — | Removed |
| 129 | We may send you emails concerning our products and services, as well as those of third parties. | — | Removed |
| 130 | You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. 13. | — | Removed |
| 131 | Prohibited Conduct. | — | Removed |
| 132 | BY USING THE SERVICE, YOU AGREE NOT TO: use the Service for any illegal purpose or in violation of any local, state, national, or international law; harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service; violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Exafunction; interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission; sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13. 14. | — | Removed |
| 133 | Intellectual Property Rights Protection. 14.1. Respect of Third Party Rights. | — | Removed |
| 134 | Exafunction respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. | — | Removed |
| 135 | Infringing activity will not be tolerated on or through the Service. 14.2. DMCA Notification. | — | Removed |
| 136 | We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). | — | Removed |
| 137 | If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address: Exafunction, Inc. | — | Removed |
| 138 | Attn: Legal Department (IP Notification) 900 Villa Street Mountain View, CA 94041 Email: dmca@exafunction.com 14.3. Procedure for Reporting Claimed Infringement. | — | Removed |
| 139 | If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; a description of the copyrighted work or other intellectual property right that you claim has been infringed; a description of the material that you claim is infringing and where it is located on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf. | — | Removed |
| 140 | Your Notification of Claimed Infringement may be shared by Exafunction with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Exafunction making such disclosures. | — | Removed |
| 141 | You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement. 14.4. Repeat Infringers. | — | Removed |
| 142 | Exafunction's policy is to: (a) remove or disable access to material that Exafunction believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights. | — | Removed |
| 143 | Exafunction will terminate the accounts of users that are determined by Exafunction to be repeat infringers. | — | Removed |
| 144 | Exafunction reserves the right, however, to suspend or terminate accounts of users in our sole discretion. 14.5. Counter Notification. | — | Removed |
| 145 | If you receive a notification from Exafunction that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Exafunction with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Exafunction's Designated Agent through one of the methods identified in Section 14.2, and include substantially the following information: your physical or electronic signature; identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Exafunction may be found, and that you will accept service of process from the person who provided notification under Section 14.2 above or an agent of that person. | — | Removed |
| 146 | A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act. 14.6. Reposting of Content Subject to a Counter Notification. | — | Removed |
| 147 | If you submit a Counter Notification to Exafunction in response to a Notification of Claimed Infringement, then Exafunction will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Exafunction will replace the removed User Content or cease disabling access to it in 10 business days, and Exafunction will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Exafunction's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Exafunction's system or network. 14.7. False Notifications of Claimed Infringement or Counter Notifications. | — | Removed |
| 148 | The Copyright Act provides at 17 U.S.C. § 512(f) that: "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Exafunction] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." Exafunction reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law. 15. | — | Removed |
| 149 | Modification of Terms. | — | Removed |
| 150 | We may, from time to time, change these Terms. | — | Removed |
| 151 | Please check these Terms periodically for changes. | — | Removed |
| 152 | Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. | — | Removed |
| 153 | We may require that you accept modified Terms in order to continue to use the Service. | — | Removed |
| 154 | If you do not agree to the modified Terms, then you should discontinue your use of the Service. | — | Removed |
| 155 | Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 16. | — | Removed |
| 156 | Term, Termination, and Modification of the Service. 16.1. Term. | — | Removed |
| 157 | These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 16.2. 16.2. Termination. | — | Removed |
| 158 | If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. | — | Removed |
| 159 | In addition, Exafunction may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. | — | Removed |
| 160 | You may terminate your account and these Terms at any time by using the cancellation functionality made available in your billing menu. 16.3. Effect of Termination. | — | Removed |
| 161 | Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Exafunction any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3 (Feedback), 6 (Ownership; Proprietary Rights), 16.3 (Effect of Termination), 17 (Indemnity), 18 (Disclaimers; No Warranties by Exafunction), 19 (Limitation of Liability), 20 (Dispute Resolution and Arbitration), and 21 (Miscellaneous) will survive. | — | Removed |
| 162 | You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. | — | Removed |
| 163 | If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification. 16.4. Modification of the Service. | — | Removed |
| 164 | Exafunction reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. | — | Removed |
| 165 | Exafunction will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. | — | Removed |
| 166 | You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service. 17. | — | Removed |
| 167 | Indemnity. | — | Removed |
| 168 | To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Exafunction, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Exafunction Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. | — | Removed |
| 169 | We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. 18. | — | Removed |
| 170 | Disclaimers; No Warranties by Exafunction. 18.1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SUGGESTIONS, ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. | — | Removed |
| 171 | EXAFUNCTION DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. | — | Removed |
| 172 | EXAFUNCTION DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, INCLUDING SUGGESTIONS, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EXAFUNCTION DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. 18.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EXAFUNCTION ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SUGGESTIONS, WILL CREATE ANY WARRANTY REGARDING ANY OF THE EXAFUNCTION ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. | — | Removed |
| 173 | WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. | — | Removed |
| 174 | YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. 18.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. | — | Removed |
| 175 | Exafunction does not disclaim any warranty or other right that Exafunction is prohibited from disclaiming under applicable law. 19. | — | Removed |
| 176 | Limitation of Liability. 19.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EXAFUNCTION ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, INCLUDING SUGGESTIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EXAFUNCTION ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. 19.2. EXCEPT AS PROVIDED IN SECTIONS 20.5 AND 20.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EXAFUNCTION ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO EXAFUNCTION FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100. 19.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. | — | Removed |
| 177 | THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. | — | Removed |
| 178 | EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. | — | Removed |
| 179 | THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 20. | — | Removed |
| 180 | Dispute Resolution and Arbitration. 20.1. Generally. | — | Removed |
| 181 | Except as described in Section 20.2 and 20.3, you and Exafunction agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. | — | Removed |
| 182 | Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. | — | Removed |
| 183 | This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. | — | Removed |
| 184 | Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. | — | Removed |
| 185 | YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EXAFUNCTION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 20.2. Exceptions. | — | Removed |
| 186 | Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim. 20.3. Opt-Out. | — | Removed |
| 187 | If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20 within 30 days after the date that you agree to these Terms by sending a letter to Exafunction, Inc., Attention: Arbitration Opt-Out, 900 Villa Street, Mountain View, CA 94041 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). | — | Removed |
| 188 | Once Exafunction receives your Opt-Out Notice, this Section 20 will be void and any action arising out of these Terms will be resolved as set forth in Section 21.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice. 20.4. Arbitrator. | — | Removed |
| 189 | This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. | — | Removed |
| 190 | The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting Exafunction. 20.5. Commencing Arbitration. | — | Removed |
| 191 | Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). | — | Removed |
| 192 | Exafunction's address for Notice is: Exafunction, Inc., 900 Villa Street, Mountain View, CA 94041. | — | Removed |
| 193 | The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). | — | Removed |
| 194 | The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Exafunction may commence an arbitration proceeding. | — | Removed |
| 195 | If you commence arbitration in accordance with these Terms, Exafunction will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. | — | Removed |
| 196 | If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS. 20.6. Arbitration Proceedings. | — | Removed |
| 197 | Any arbitration hearing will take place in the county and state of your residence or business address (as applicable) unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence or business address (as applicable). | — | Removed |
| 198 | During the arbitration, the amount of any settlement offer made by you or Exafunction must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. | — | Removed |
| 199 | Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 20.7. Arbitration Relief. | — | Removed |
| 200 | Except as provided in Section 20.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. | — | Removed |
| 201 | If the arbitrator awards you an amount higher than the last written settlement amount offered by Exafunction before an arbitrator was selected, Exafunction will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. | — | Removed |
| 202 | The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. | — | Removed |
| 203 | Judgment on the award may be entered in any court having jurisdiction. 20.8. No Class Actions. | — | Removed |
| 204 | YOU AND EXAFUNCTION 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. | — | Removed |
| 205 | Further, unless both you and Exafunction agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. 20.9. Modifications to this Arbitration Provision. | — | Removed |
| 206 | If Exafunction makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Exafunction's address for Notice of Arbitration, in which case your account with Exafunction will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive. 20.10. | — | Removed |
| 207 | Enforceability. | — | Removed |
| 208 | If Section 20.8 or the entirety of this Section 20 is found to be unenforceable, or if Exafunction receives an Opt-Out Notice from you, then the entirety of this Section 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21.2 will govern any action arising out of or related to these Terms. 21. | — | Removed |
| 209 | Miscellaneous. 21.1. General Terms. | — | Removed |
| 210 | These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Exafunction regarding your use of the Service. | — | Removed |
| 211 | You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. | — | Removed |
| 212 | We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. | — | Removed |
| 213 | The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. | — | Removed |
| 214 | Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. | — | Removed |
| 215 | Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. 21.2. Governing Law. | — | Removed |
| 216 | These Terms are governed by the laws of the State of California without regard to conflict of law principles. | — | Removed |
| 217 | You and Exafunction submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. | — | Removed |
| 218 | We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations. 21.3. Privacy Policy. | — | Removed |
| 219 | Please read the Exafunction Privacy Policy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information. | — | Removed |
| 220 | The Exafunction Privacy Policy is incorporated by this reference into, and made a part of, these Terms. 21.4. Additional Terms. | — | Removed |
| 221 | Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). | — | Removed |
| 222 | All Additional Terms are incorporated by this reference into, and made a part of, these Terms. 21.5. Consent to Electronic Communications. | — | Removed |
| 223 | By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. | — | Removed |
| 224 | Please read our Privacy Policy to learn more about our electronic communications practices. | — | Removed |
| 225 | You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. 21.6. Contact Information. | — | Removed |
| 226 | The Service is offered by Exafunction, Inc., located at 900 Villa Street, Mountain View, CA 94041. | — | Removed |
| 227 | You may contact us by sending correspondence to that address or by emailing us at hello@windsurf.com. 21.7. Notice to California Residents. | — | Removed |
| 229 | Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. 21.8. No Support. | 114 | Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services. 14. |
| 230 | We are under no obligation to provide support for the Service. | 115 | Exafunction Users For users who have formerly enrolled for use of Devin Desktop (fka Windsurf) under Exafunction, Inc., the terms “Cognition,” “we,” “us,” or “our” refer to Exafunction, Inc, and not Cognition AI, Inc., unless otherwise assigned pursuant to the terms hereof. |
| 231 | In instances where we may offer support, the support will be subject to published policies. | 116 | Linkedin X [Twitter] Website Terms of Use Enterprise Terms of Service Platform Terms of Service Data Processing Addendum Privacy Policy Acceptable Use Policy Report Vulnerability Security |
| 232 | In addition, we may offer automated support services. | — | Removed |
| 233 | We make no guarantees or representations regarding the accuracy, completeness, reliability, or timeliness of the information provided. | — | Removed |
| 234 | Responses are subject to change and may become outdated due to software updates, changes in system requirements, or other factors. | — | Removed |
| 235 | Accordingly, we disclaim all liability for any errors, omissions, or decisions made based on this information. | — | Removed |
| 236 | You are advised not to rely exclusively on the information obtained for critical business or technical decisions and you should independently verify accuracy. | — | Removed |
| 237 | Additionally, our support team may review input and refine responses to improve the quality and relevance of the information provided. 21.9. Force Majeure. | — | Removed |
| 238 | Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic or threat thereof, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster ("Force Majeure Events"). | — | Removed |
| 239 | Exafunction may terminate the use of the Service immediately with notice if it reasonably believes or determines that the provision of the Service to you is prohibited by applicable law. 21.10. | — | Removed |
| 240 | International Use. | — | Removed |
| 241 | The Service is intended for visitors located within the United States. | — | Removed |
| 242 | We make no representation that the Service is appropriate or available for use outside of the United States. | — | Removed |
| 243 | Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. 21.11. | — | Removed |
| 244 | Export. | — | Removed |
| 245 | You acknowledge and understand that the Service and Suggestions are subject to U.S. export control and sanctions laws and regulations, including but not limited to the U.S. Department of Commerce's Export Administration Regulations and trade and economic sanctions maintained by the Office of Foreign Assets Control ("OFAC") at the U.S. Department of the Treasury, and may be subject to foreign export and import Laws (collectively, "Trade Controls"). | — | Removed |
| 246 | You agree to comply with all applicable Trade Controls in using any Service and Suggestions. | — | Removed |
| 247 | Specifically, you represent and warrant that you will not export, re-export, or transfer (in-country) to or otherwise allow the use of the Service, Suggestions, or items incorporating Suggestions by or for: (1) persons or entities listed on, or owned or controlled by, a U.S. restricted party list including but not limited to the Entity List, Denied Persons List, Unverified List, List of Specially Designated Nationals, or comparable lists of restricted persons published by the U.S. government or the government of another applicable foreign jurisdiction, (2) persons or entities who are, or are or owned or controlled by persons or entities, located in or governments of sanctioned countries or territories (which currently include Belarus, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and the Crimea, LNR, and DNR regions of Ukraine), or (3) any prohibited end use including but not limited to (i) military end uses, (ii) rocket systems or unmanned aerial vehicles, (iii) nuclear end-uses, (iv) chemical, biological, or nuclear weapons end-uses, (v) advanced computing, and (vi) supercomputing. | — | Removed |
| 248 | You agree that you shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any Service, Suggestions, and/or products derived from, based on, or that incorporate Suggestions, to any destination, entity, or person or for any use prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. 21.12. | — | Removed |
| 249 | Windsurf Deploys and Copyright Infringements. | — | Removed |
| 250 | You may elect to post content to hosting providers with which we have formed relationships. | — | Removed |
| 251 | In doing so, you represent that this content does not violate the intellectual property rights of others, and agree to indemnify us for any third party claims that may result from a violation of this representation. | — | Removed |
| 252 | You also agree to the processes and procedures referenced at windsurf.com/dmca, with respect to the content that you post. | — | Removed |
| 253 | If you are a visitor to our website and believe that any content we have posted on behalf or our users violates your intellectual property rights, please follow the process set forth at windsurf.com/dmca. | — | Removed |
| 254 | Privacy Policy Terms of Service Your Privacy Choices LinkedIn X (Twitter) | — | Removed |
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