Terms of Service

These Terms of Service ("Terms") are an agreement between you and Codalio Inc., a company based in Sudbury, Ontario, Canada ("Codalio," "we," "us"). By creating an account or using codalio.com, app.codalio.com or related services (the "Services"), you agree to these Terms and to our Privacy Policy. If you use the Services for an organization, you confirm you have authority to bind it, and "you" includes that organization. You must be at least 18.

Codalio is a spec-first AI software factory: it turns a described product or feature into a PRD, a technical specification, a data model, prototypes and source code, and can deploy and host the result. Self-serve plans are described on our pricing page. Enterprise plans, custom workflows, private model deployment and professional services are provided under a separate order form or statement of work, which takes precedence over these Terms where they conflict. Codalio Studio and Enterprise deployments are hosted in Canada by default, or in the region, and with the AI models (including locally run models), that the client chooses in its order form. The Free plan and Codalio Cloud use hosting and AI model providers outside Canada, as described in the Privacy Policy, section 12. We may add, change or remove features; if we remove a material paid feature, we will tell you in advance.

Give us accurate account information and keep it current. You are responsible for your login credentials and for all activity under your account. Tell us promptly at info@codalio.com if you suspect unauthorized use.

4.1 Paid plans are billed in advance, monthly, through our payment processor (Stripe), and renew automatically until cancelled. You can cancel at any time; see 4.5 for refunds.

4.2 Prices are shown in US dollars and exclude applicable taxes, which we add where required. We will give you at least 30 days' notice of a price increase on your plan.

4.3 Plans include the collaborators listed on the pricing page. On the Premium plan you may add collaborators beyond the five included at the price shown at checkout.

4.4 AI credits, the Free plan and promotional offers work as set out in Schedule A.

4.5 When you cancel a paid plan, it ends on the cancellation date and we refund the unused part of the current billing period, pro-rated. Fees for professional services and order forms follow their own terms.

4.6 Managed deployment and hosting, where included or purchased, are billed as shown on the pricing page.

5.1 You keep all rights in what you submit to the Services ("User Content") and in the PRDs, specifications, designs and source code the Services generate for your projects ("Output"). As between you and Codalio, you own your Output; there is no lock-in.

5.2 You give Codalio a limited licence to host, copy, process and display your User Content and Output only to provide, secure and support the Services for you.

5.3 We do not use your User Content or Output to train AI models. How our AI model providers handle prompts is described in the Privacy Policy, section 8.

5.4 Generated code may include open-source components, including Codalio's open-source Rhino framework. Those components remain under their own licences, which you agree to follow.

5.5 You are responsible for having the rights to everything you submit.

The Services use AI. Output can be incomplete or wrong, and similar requests from different users may produce similar Output. Codalio validates Output against your specification and reviews code before it reaches you, but you remain responsible for reviewing, testing and approving Output before relying on it or putting it into production, and for your application's compliance with the laws that apply to it. Compliance features help you build to the requirements you set; they are not a legal audit or certification.

The Services, our software, models, workflows, documentation, trademarks and everything we provide other than your User Content and Output belong to Codalio or its licensors. If you send us feedback, we may use it without obligation to you.

The Services work with third-party services such as GitHub, cloud providers and AI model providers. Your use of those services is governed by their terms, and we are not responsible for them.

You may not use the Services to: break any law or infringe anyone's rights; build or distribute malware, spyware or tools meant to cause harm; generate content that is illegal, deceptive or abusive; access other users' data or accounts; probe, overload or disrupt the Services or bypass their limits; reverse-engineer the Services except where the law allows; resell or share access or credits without our written permission; or use the Services to build a competing product from our non-public materials. We may remove content or suspend access that breaks this section.

We treat your User Content and Output as confidential and use them only to provide the Services. Our handling of Personal Data is described in the Privacy Policy. Business customers can ask for a data processing agreement at info@codalio.com.

If you buy professional services from us, such as help finishing a build, they are described in a statement of work. Unless the statement of work says otherwise, you own the deliverables once they are paid for.

Except as stated in these Terms or an order form, the Services are provided "as is" and "as available". To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and we do not promise the Services will be uninterrupted or error-free.

To the extent the law allows: neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data; and Codalio's total liability under these Terms is limited to the fees you paid us in the 12 months before the claim, or US$100 if you paid nothing. These limits do not apply to your payment obligations, your breach of section 9, or liability that cannot be limited by law.

You will defend and compensate Codalio for third-party claims arising from your User Content, your applications or your breach of these Terms.

You may close your account at any time. We may suspend or end your access if you materially breach these Terms and do not fix the breach after notice, or immediately where needed to protect the Services or other users. After termination you have 30 days to export your projects; we then delete your data as described in the Privacy Policy. Sections 5, 7 and 12 to 18 survive termination.

We may update these Terms. We will give you at least 30 days' notice of material changes by email or in the app. If you keep using the Services after the change takes effect, the new Terms apply.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario sitting in Sudbury have exclusive jurisdiction.

These Terms, any order form and the Privacy Policy are the entire agreement between us on this subject. You may not assign these Terms without our consent; we may assign them in a merger or sale of our business. If any part is unenforceable, the rest still applies. Notices to Codalio go to info@codalio.com and Codalio Inc., Health Science Building, 935 Ramsey Lake Rd, Sudbury, Ontario P3E 2C6, Canada.