Terms of Service

Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Niv Navick, an individual (sole proprietor) operating from Israel ("Jade", "we", "us", "our"), governing your access to and use of the Jade website, the Jade application, and the interfaces through which your development tools connect to it (together, the "Service").

By creating an account, connecting a repository, or otherwise using the Service, you accept these Terms and the Privacy Policy, which is incorporated into them by reference. If you do not accept them, do not use the Service.

If you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" means both you and that organisation. Where we and your organisation have signed a separate written agreement covering the Service, that agreement prevails over these Terms to the extent of any conflict.

Eligibility and accounts

You must be at least 16 years old and able to enter into a binding contract. You may not use the Service if we have previously terminated your account, or if the law where you are prohibits it.

You register through a third-party identity provider — Google, GitHub or Microsoft. You are responsible for keeping that login secure, for everything done through your account, and for the accuracy of the information on it. Tell us promptly if you believe your account has been compromised.

Accounts are for named individuals. Do not share credentials, and do not let more people use a seat than you are paying for.

What Jade is

Jade is a code intelligence platform. It analyses the repositories you connect and makes the resulting analysis available to you and to your development tools.

We may change, add to, or remove features of the Service. Where a change materially reduces functionality you rely on, we will give you reasonable notice. We will not remove your ability to export or delete your own data without notice.

Your repositories and our access

You grant us access by installing our application into a source control account or organisation you control, and choosing the repositories it may read. You may narrow that selection or remove the application at any time.

You represent and warrant that:

1. You own the repositories you connect, or have the rights and authority necessary to grant us access to them and to have us process their contents as described in these Terms and the Privacy Policy.
2. Doing so breaches no third-party licence, confidentiality obligation, employment agreement or applicable law binding on you.
3. You have made whatever disclosures and obtained whatever consents the law requires in respect of personal data contained in that content.

We analyse a repository only when you ask us to, and we do not write to your repositories.

Your licence to use Jade

Subject to these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your own internal business purposes, for the duration of your subscription.

That licence carries no other rights. In particular it does not grant you rights in the Service's software, models, or trade marks, and does not permit resale of the Service or of access to it.

Ownership of code and outputs

Your content

You retain all right, title and interest in the repositories you connect and everything in them. Nothing in these Terms transfers any ownership of your code to us.

You grant us a limited, worldwide, royalty-free licence to host, copy, parse, transmit, analyse and create derived representations of that content solely in order to operate the Service for you, secure it, and support you. That licence exists so that the product can function; it ends when the content is deleted, subject only to backup cycles and to any retention the law requires.

What Jade derives

Everything Jade derives from your content — the analysis, the summaries, the findings and the answers ("Outputs") — is yours, as between you and us, and you may use it without restriction. We claim no ownership of it and assert no licence back over it beyond what the previous paragraph provides.

No training

We do not use your content or your Outputs to train or fine-tune any AI model, and we do not grant any third party the right to do so. We may derive aggregate, de-identified measurements and use those to operate and improve the Service.

Our platform

We and our licensors own all right, title and interest in the Service: its software, design, documentation and the "Jade" name and marks. You may not use our name, logo or branding without our prior written consent, except to state factually that you use the Service.

Acceptable use

You may not, and may not permit anyone else to:

• Connect content you do not have the right to connect, or use the Service to process anyone's code or data without their authority.
• Reverse engineer, decompile or attempt to derive the source code or internal design of the Service, except to the extent that restriction is unenforceable under applicable law.
• Circumvent or probe our authentication, usage limits, or the controls that separate one customer's data from another's.
• Resell, sublicense, or provide the Service to a third party as a service of your own.
• Use the Service to build a competing code intelligence product, or to benchmark it for publication, without our prior written consent.
• Interfere with the Service's operation or place a load on it that degrades it for others, including by extracting data from it automatically outside its intended use.
• Upload malware, or use the Service to develop or distribute it.
• Use the Service unlawfully, or in breach of a third party's intellectual property, privacy or confidentiality rights.

We may investigate suspected breaches, and may suspend access where we reasonably believe a breach is causing or about to cause harm.

Your model provider account

The Service requires you to connect your own account with a supported AI model provider, and makes model calls under that credential. Accordingly:

• You are the provider's customer. Your use of that model is governed by your agreement with them, and their terms — including any retention, training or regional commitments you hold — apply to those requests, not ours.
• You bear the cost. Model usage is billed to you by your provider. Jade's own fees, if any, are separate.
• An active account is required. Without one, the features that depend on it do not run. We do not substitute our own credential.
• You are responsible for your key. Keep it valid, funded and within its rate limits. We are not responsible for a provider's refusal, throttling, outage, price change or termination of your account.

We store the credential encrypted and use it only to serve your own requests, as described in the Privacy Policy.

Accuracy of output

Third-party services

The Service depends on third parties — your source control provider, your AI provider, and the infrastructure and service providers described in the Privacy Policy. Your use of a third-party service is governed by your agreement with that third party. We are not responsible for their availability, performance, security, pricing or acts, and an outage at one of them may make the Service unavailable through no fault of ours.

Fees, plans and credits

Some plans are free and some are paid. The fees, limits and included usage for your plan are those shown in the Service or in a separate written order between us.

• Fees are stated exclusive of taxes; you are responsible for any tax other than tax on our income.
• Paid plans renew for successive terms unless cancelled before the end of the current term. Cancelling stops the next renewal; it does not refund the current term.
• Refunds are handled as described in the Refund Policy; beyond it, fees are non-refundable except where the law requires a refund or where we say otherwise in writing.
• Payments are collected by Paddle.com, our merchant of record — Paddle is the seller of record for the transaction and handles payment processing, applicable taxes and invoicing under its own buyer terms.
• We may change prices for a future term with at least 30 days' written notice. Continuing into that term at the new price is your acceptance of it.
• Credits and included usage have no cash value, are not transferable, and expire as stated in the Service.
• If payment is overdue we may suspend the Service after giving you notice and a reasonable chance to cure.

Remember that language-model usage is billed to you by your own provider and is not part of our fees — see section 8.

Confidentiality

Each of us may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Your repositories, your Outputs and your provider credentials are your Confidential Information. Each party will use the other's Confidential Information only as these Terms permit, protect it with at least reasonable care, and disclose it only to those of its personnel and service providers who need it and are bound to equivalent obligations.

These obligations do not cover information that is public through no breach, that the receiving party already had or independently developed, or that it lawfully received from someone else. A party compelled by law to disclose may do so, and will give the other notice where it is legally able to.

Availability and support

We aim to keep the Service available, and we monitor it. We do not, however, commit to an uptime percentage or a support response time in these Terms. Any service level commitment must be in a separate written agreement signed by us, and where one exists it prevails over this section.

We may take the Service down for maintenance, and will try to do so at low-traffic times and to give notice for anything substantial.

Beta and preview features

We sometimes make features available that are labelled beta, preview, experimental or similar. They are provided as-is, are excluded from any service level or support commitment, may change or be withdrawn without notice, and may not work. Use them on non-critical work first. Our liability for a beta feature is limited to the fullest extent the law allows.

Feedback

If you send us suggestions, feature requests or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation or attribution. We will not identify you as the source without your permission. This applies to your feedback about the Service — not to your code, which section 6 governs.

Term and termination

These Terms apply while you have an account or use the Service.

By you. You may stop using the Service and close your account at any time.

By us. We may suspend or terminate your access: on notice, for a material breach of these Terms you do not cure within 14 days; immediately, where your use presents a security, legal or operational risk that will not wait, or where a payment is long overdue and unremedied after notice; or on 30 days' notice, if we discontinue the Service or your plan.

On termination. Your licence ends and access stops. Before termination takes effect, and for 30 days afterwards where we terminate for convenience, you may export your data. We will delete your content in accordance with the Privacy Policy. Sections 6, 9, 11, 12, 15, 17, 18, 19, 21 and 23 survive termination.

Disclaimer of warranties

To the fullest extent permitted by law, the Service is provided "as is" and "as available", without warranty of any kind, whether express, implied or statutory. We specifically disclaim the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

Without limiting that, we do not warrant that the Service will be uninterrupted, timely, secure or error-free; that any Output will be accurate, complete or current; that defects will be corrected; or that the Service is free of harmful components. No advice or information you get from us or through the Service creates any warranty not stated here.

Nothing in these Terms excludes a warranty or liability that the law applying to you does not permit us to exclude.

Limitation of liability

To the fullest extent permitted by law:

1. Excluded losses. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, nor for lost profits, lost revenue, lost or corrupted data, business interruption, or the cost of substitute services — however caused and on any theory of liability, even if it was warned such loss was possible.
2. Cap. Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us for the Service in the twelve months before the event giving rise to the claim, and (b) one hundred US dollars (US$100).
3. Free and beta use. Where you use the Service at no charge, or use a beta feature, limb (b) above is the whole of our liability.

These limits do not apply to liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for your obligation to pay fees properly due.

The limits above are an essential basis of the bargain between us: the price of the Service reflects this allocation of risk, and without it the Service would not be offered on these terms.

Indemnification

You will defend, indemnify and hold harmless Jade and its officers, directors, employees and agents against any third-party claim, and any resulting loss, damage, liability, settlement, cost and reasonable legal fees, arising out of or relating to:

• Your breach of these Terms or of any law.
• Content you connected to the Service that you did not have the right to connect, or that infringes or misappropriates a third party's rights.
• Your use of an Output, including a decision you took on the strength of one.
• Use of the Service through your account, whether or not you authorised it.

We will notify you of the claim, let you control its defence with counsel we reasonably approve, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.

Export controls and sanctions

You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive trade sanctions, and that you are not on any restricted-party list maintained by Israel, the United States, the United Kingdom, the European Union or the United Nations. You will not use or export the Service in breach of applicable export control or sanctions law.

Governing law and jurisdiction

These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Israel, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The competent courts of Tel Aviv-Yafo, Israel have exclusive jurisdiction, and each party submits to their jurisdiction and waives any objection to venue there. Nothing stops either party from seeking urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before filing, please write to us — most disagreements are cheaper and faster to settle by email than by litigation, and we will engage in good faith.

Changes to these Terms

We may amend these Terms. For a material change we will give notice in the Service or by email to the address on your account at least 14 days before it takes effect. Non-material changes — a clarification, a typo, a new sub-processor already covered by the Privacy Policy — take effect when posted.

The "Last updated" date at the top reflects the current version. Continuing to use the Service after a change takes effect is your acceptance of it. If you do not accept a material change, stop using the Service and close your account before the change takes effect.

General

Entire agreement

These Terms, the Privacy Policy, and any written order or agreement signed by us, are the entire agreement between us about the Service, and supersede all prior discussions and representations about it.

Assignment

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

Severability and waiver

If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in force. Our failure to enforce a right is not a waiver of it, and a waiver is effective only if in writing.

No agency

These Terms create no partnership, joint venture, agency or employment relationship.

Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, excluding obligations to pay money.

Notices

We may give you notice by email to the address on your account, or in the Service. You give us notice at the address in section 24.

Language

These Terms are drawn up in English. A translation is provided for convenience only; the English version governs.

Contact

Questions about these Terms, or notices under them: