Introduction

This Terms of Service is a contract entered into by and between You (“you” or “User”) and CodeRabbit, Inc. (“CodeRabbit,” “We,” or “us”) and our affiliates, to the extent expressly stated. These terms and conditions (together with our Privacy Policy, the “Terms of Service” or “Terms”) govern your access to and use of http://coderabbit.ai (“Website”), our web application (our “App”) and any software, application, content, functionality, and services (collectively, the “Services”) offered by CodeRabbit, whether as a guest or registered user. 

Please read the Terms of Service carefully before you start to use or access our Services. By using our Services, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms of Service you must not access or use our Services.

Your ability to use or access the Services is dependent on the third parties, such as GitHub or GitLab. You acknowledge and agree that your ability to access and the Services is governed by the Terms of these third parties, and those Terms may change at their discretion.

1. AGE RESTRICTIONS

The Website and Services are intended for users 13 and older. By accessing or using the Services, You represent and warrant that you are at least thirteen (13) years old and that you possess the legal right and ability to enter into this Terms of Service and to use the Services in accordance with these Terms.

2. CHANGES TO TERMS OF SERVICE

We may revise and update these Terms of Service from time to time in our sole discretion by posting a revised version on the Website. All changes are effective immediately when we post them. CodeRabbit may provide reasonable notice of any material changes, determined at our sole discretion, by posting the updated Terms of Service on the Website. Any revisions to the Terms of Service will take effect on the noted Effective Date, located at the top of these Terms. 

 
3. ABOUT CODERABBIT

CodeRabbit is an AI-driven offers insightful, line-by-line feedback on code changes, suggesting improvements and corrections.

4. USER ACCOUNTS

You may register for a CodeRabbit user account (“Account”). In order to register an Account, you will be required to have an account with GitHub or GitLab in order to access and use CodeRabbit. You can sign up for the Services using your GitHub or GitLab account and authorize CodeRabbit to access your GitHub or GitLab account, including your profile information, the primary email address associated with your GitHub or GitLab account, profile information from the organization of which you are a part (such as organization name, description), and information about the GitHub or GitLab repositories to which you have access. You control the scope of the authority granted to CodeRabbit to the extent permitted by GitHub or GitLab.

You are responsible for maintaining the security and confidentiality of your Account information. You agree that you are solely responsible for any and all losses incurred by us or any other user or visitor to the Services due to someone else using your Account as a result of your failing to keep your account information secure and confidential. You represent and warrant that you have all necessary rights, consents, authorizations and permissions to grant CodeRabbit access to your with GitHub or GitLab account, including for the purposes described in these Terms, without any breach by you of any of the terms and conditions that govern your with GitHub or GitLab account and without subjecting CodeRabbit to any payment obligations, usage limitations or other liabilities.

Authorized Users

You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of anyone authorized to access or use the Services on your behalf (“Authorized User(s)”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

PROHIBITED USES

You may use our Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.

• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

• To impersonate or attempt to impersonate CodeRabbit, a CodeRabbit employee, another user, or any other person or entity (including, without limitation, by using email addresses or account names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm CodeRabbit or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.

• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Services, including any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services. 

• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  
  6. OPENAI

  Our Services use artificial intelligence – GPT - which is powered by OpenAI. We integrate GPT via OpenAI’s API. When using our Services, you agree to abide by OpenAPI’s Usage Policies and Terms of Service, and you agree not to use GPT in any way that is prohibited by OpenAI, including:

   

  ·      Illegal activity.

  ·      Child Sexual Abuse Material or any content that exploits or harms children.

  ·      Generation of hateful, harassing, or violent content.

  ·      Generation of malware.

  ·      Activity that has high risk of physical harm.

  ·      Activity that has high risk of economic harm.

  ·      Fraudulent or deceptive activity.

  ·      Adult content, adult industries, and dating apps.

  ·      Political campaigning or lobbying.

  ·      Activity that violates people’s privacy.

  ·      Engaging in the unauthorized practice of law or offering tailored legal advice without a qualified person reviewing the information.

  ·      Offering tailored financial advice without a qualified person reviewing the information.

  ·      Telling someone that they have or do not have a certain health condition or providing instructions on how to cure or treat a health condition.

  ·      High risk government decision-making.

   

  7. TERMS OF SERVICE VIOLATIONS AND TERMINATION

  Any violation of these Terms of Service shall result in immediate account termination without prior warning to you and without refund applied to your Account. Additionally, any violation of these restrictions may further subject you to liability for violation of CodeRabbit's intellectual property rights and further claims and damages. We may choose to suspend or terminate your Account or ability to access or use the Services at any time, for any or no reason, at our sole discretion, and without notice or liability of any kind. You agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate; and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. 

   

  You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. You may delete your Account by accessing your Account settings on the Site or by contacting us at: [email protected]. 

   
  8. PRIVACY POLICY

  Your use of the Services may involve the transmission of your personal information to us. For example, we collect personal information when you register for an Account as described in Section 4 above. Our policies regarding the collection, use, disclosure, and protection of such personal information are governed according to our Privacy Policy, as made available at https://coderabbit.ai/privacy-policy.

   

  Please review our Privacy Policy before beginning to use our Services. By using our Services, you have also acknowledged and agreed to our Privacy Policy.

   

  9. INTELLECTUAL PROPERTY RIGHTS

  The Services and its entire contents, features, and functionality (including but not limited to the Website, App, software, applications, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by CodeRabbit, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

   

  CodeRabbit hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service solely for your internal business operations as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services except as permitted by this Terms of Service. Further you must not use the Services to create or in relation to any product or service that competes with the Services.

   

  The CodeRabbit intellectual property rights, including name, copyrights, patents, trade secrets, logo, trademarks and all related intellectual property rights are property of CodeRabbit or its affiliates or licensors. You must not use such property without the prior written permission of CodeRabbit. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.
  
  USER CONTENT

  User Content" refers to any information, data, or content that you upload, post, input, or submit while using a service, such as submitting code for review or adding content to your profile.
  The service provider, in this case, CodeRabbit, treat your User Content as confidential information. They are not obligated to back up your content, and it may be deleted without notice. It's your responsibility to create and maintain backup copies if you want to.

  CodeRabbit's use of your content should not infringe on third-party rights, break any laws, or violate terms of service or agreements related to your GitHub or GitLab account.

  Additionally, you should not provide User Content that goes against any fiduciary duty or contractual obligation. If you become aware of the service being used for illegal purposes, you should notify CodeRabbit.
  
  10.CODE SHARING AND PRIVACY

  Your proprietary code remains confidential with CodeRabbit. You can opt out of data storage. However, opting in helps us fine-tune the reviews for you based on your usage. While the code is shared with OpenAI for reviewing purposes, neither CodeRabbit nor OpenAI uses your code to train our models. We adhere to rigorous privacy policies to guarantee the safety and confidentiality of your code. However, it's worth noting that open-source project code is an exception; we use it to train our system.
  
  

   11. CONFIDENTIAL INFORMATION

  From time to time during the Term of this Agreement, You, or CodeRabbit (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”), information about you or your affiliates’ business affairs, products, confidential intellectual property, trade secrets, financial information, third-party confidential information, and other sensitive or proprietary information. Whether disclosed or accessed in written, electronic, or any other form or media, that it is identified as confidential at the time of disclosure or should be reasonably known by our service integrations providers to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

   

  The Receiving Party shall maintain in confidence all confidential and proprietary information and shall not disclose confidential or proprietary information to any person or entity, except to the employees, agents, or subcontractors who have a legitimate need to know, to perform their obligations hereunder and who are required to protect the confidential or proprietary information in a manner no less stringent than required under this Agreement.

   

  Confidential and proprietary information does not include information that is: (a) is or becomes publicly known through no fault of CodeRabbit, our service providers, or service integrations providers, or their representatives; (b) already rightfully known to the Receiving Party at the time of disclosure ; (c) rightfully obtained and on a non-confidential basis from a third party without breach of any confidentiality obligation; or (d) independently developed by or on behalf of the us without access to or use of any confidential and proprietary information of yours.

   

  Notwithstanding the foregoing, the CodeRabbit, our service providers, or service integrations providers, or their representatives may be required to disclose your confidential and proprietary information (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law; only with written notice to you and makes a reasonable effort to obtain a protective order; or (b) to establish CodeRabbit’s rights under this Agreement, including to make required court filings.

   

  CodeRabbit’s software, applications, scripts, code, plug-ins and technology incorporated in the Services, the design and layout of the CodeRabbit Platform user interface, all pricing information relating to the Services, and the terms and conditions of this Agreement (including all Orders) shall be deemed Confidential Information of CodeRabbit without any marking or further designation.

   

  12. PURCHASES AND SUBSCRIPTIONS

  Subscriptions

  All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available. If you purchase a Subscription, you will be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or annual basis, depending on your Subscription choice. You agree that by purchasing a Subscription, the Subscription will automatically renew, and you will be charged until you cancel.

   

  At the end of each Billing Cycle, your Subscription will automatically renew for the same price and time period as your initial Subscription terms unless you or CodeRabbit cancel your Subscription. How you cancel your subscription will depend on your device. (See “Refunds, and Subscription Cancellations” below).

   

  Subscriptions are processed and managed on behalf of CodeRabbit, by Stripe and Chargebee. By submitting your Payment Method, you authorize Stripe to charge all Subscription fees incurred through your Account.

   

  Fees and Payment

  If you purchased the Services on a subscription model (“Subscription(s)”), to any of our paid Services, you agree to pay us the applicable Fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. Fees are based on total number of “developer seats” selected for Services during the applicable billing period.

   

  You agree that (a) if you purchase a recurring subscription to any of the Services, our third-party payment processor may store and continue billing your payment method (e.g. credit card) to avoid interruption of such Services, and (b) we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. Our pricing is set out on https://coderabbit.ai/pricing.

   

  Fee Changes

  CodeRabbit, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

   

  At any time and without notice, CodeRabbit reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

   

  Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

   

  Refunds and Subscription Cancellations

  Subscriptions can be cancelled at any time before the next subscription cycle, and the cancellation will take effect from the next subscription cycle.

  Refunds may be issued at CodeRabbit’s discretion. 

   

  13. THIRD-PARTY MATERIALS

  The Services may display, incorporate, permit access to or make available content, data, information, applications, systems, materials and other resources of third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that CodeRabbit is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, security or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party products or services, Third Party Materials or third-party websites. Third Party Materials and links to other websites are provided solely as a convenience to you. For purposes of these Terms any third-party products and services, Third-Party Materials and third-party websites are subject to their own terms and conditions. If you do not agree to abide by the applicable terms for any such third-party products and services, Third-Party Materials and third-party websites, then you should not install, access, or use such third-party products and services, Third-Party Materials or third-party websites.

   

  14. WARRANTY DISCLAIMER

  WE PROVIDE THE SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THE SERVICES, ANY CONTENT FROM THE WEBSITE, OR THE SERVER THAT MAKES THIS SERVICES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO YOU.

   

  15. LIMITATION OF LIABILITY

  IN NO EVENT WILL WE BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, THE INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, INCLUDING ANY MOBILE APPLICATION, WEBSITE OR ITS CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE PORTIONS OF THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ERRORS IN PRICING OR AVAILABILITY OF SERVICES AND PRODUCTS, OR DAMAGES THAT MAY RESULT FROM MISREPRESENTATION OF AGE BY A USER OF THE SERVICES. IN NO EVENT WILL CODERABBIT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CODERABBIT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

   

  YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

   

  16. INDEMNIFICATION 

  You agree to indemnify and hold CodeRabbit, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any violation of these Terms of Service (including negligent or wrongful conduct) by you, (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or (iv) your User Content. In states where the law does not recognize a cap on liability and/or indemnity obligations, you agree to hold harmless CodeRabbit and be fully responsible for any loss, liability and/or legal fees that arise from the violation of the Terms of Service herein.

   

  17. MARKETING

  CodeRabbit may publicly refer to Customer as a customer of CodeRabbit, including on CodeRabbit’s website and in sales presentations, and may use Customer’s logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of CodeRabbit’s software as a service, including on Customer’s website.

  
  

  CodeRabbit reviews on the open-source projects can be used in the marketing material.

  
  

  18. DISPUTE RESOLUTION

  Any dispute arising out of or relating to these Terms, or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Any such arbitration shall take place in California.

   

  19. GOVERNING LAW

  These Terms of Service and any claim arising out of these Terms will be governed by and construed in accordance with the laws of the State of California.

   

  20. SURVIVAL

  After this Terms of Service terminates, the terms of this agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. For example, the provisions protecting intellectual property, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Terms of Service terminates. Without limiting any other provisions of the Terms of Service, the termination of these Terms for any reason will not release you from any obligations incurred prior to termination of the Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

   

  21. ASSIGNABILITY

  You may not assign the Terms of Service, or any of its rights or obligations hereunder, without CodeRabbit’s prior written consent in the form of a written instrument signed by a duly authorized representative of CodeRabbit. CodeRabbit may freely assign this Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

   

  22. WAIVER AND SEVERABILITY

  No waiver by CodeRabbit of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of CodeRabbit to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

   

  If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

   

  23. ACCESS OF THE SITE OUTSIDE THE UNITED STATES

  Given the global nature of the Internet, you agree to comply with all local rules, including, without limitation, rules about the Internet, data, email, privacy, copyright and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

   

  In order to access or use the Website or Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Website or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and Website and your license to use the Services will be immediately revoked.

   

  24. CONSENT TO USE ELECTRONIC RECORDS

  In connection with the Terms of Service, you may be entitled to receive certain records from CodeRabbit or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, you give us permission to provide these records to you electronically instead of in paper form.

   

  25. ENTIRE AGREEMENT

  This Terms of Service constitutes the sole and entire agreement between you and CodeRabbit and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, to the extent they relate in any way to the Services.

   

  26. CONTACT INFORMATION

  For questions or concerns related to these Terms, please contact us at: [email protected]