Terms of Service

BY CLICKING "I ACCEPT" OR BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS ("THE AGREEMENT").

License

NaiadAI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Naiad platform, including the web application, CLI tools, GitHub integrations, and managed AI coding agent services (collectively, the "Services") as a User.

License for User Content

You grant NaiadAI a license to access your User Content (which includes any data, text, other works of authorship, source code in connected repositories, prompts and instructions submitted to agents, GitHub Issues/PR content that triggers agents) in order for NaiadAI to provide the Services to you. You retain all ownership of and responsibility for your User Content, including obtaining all necessary permissions to provide and make your User Content, including Code, accessible to the Services. As between the Parties, You retain all right, title, and interest in and to User Content, including any Outputs adopted by You. Notwithstanding the foregoing, NaiadAI may retain and store User Content for the sole purpose of providing the Services to You.

Generated Output

Subject to your compliance with these Terms, NaiadAI hereby assigns to you all of its right, title, and interest (if any) in and to the agent-generated code, commits, pull requests, session outputs, text, code, images, or other content generated specifically for you by the Services ("Generated Output"). NaiadAI does not warrant that any Generated Output is accurate, complete, lawful, or non-infringing, and expressly disclaims all liability arising from your use of it. You are solely responsible for (i) reviewing the Generated Output, (ii) determining its suitability for your purposes, and (iii) using it in compliance with all applicable laws and third-party rights.

Ownership of the Services

The Services are owned and operated by NaiadAI. As between the parties, NaiadAI owns all right, title, and interest in the Services, and You own all right, title, and interest in your User Content. Except as expressly set forth herein, each party retains all right, title, and interest in and to its intellectual property rights. All of NaiadAI's trademarks, service marks, and trade names are proprietary to NaiadAI or its affiliates.

Feedback

You may submit comments or ideas about the Services, such as how to improve it ("Feedback"). By submitting a comment or idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and NaiadAI is free to use the comment or idea without any additional compensation to you.

Usage Data

NaiadAI may collect performance, analytical, or usage data (together, "Usage Data") derived from your use of the Services to develop, improve, support, and operate our products, including agent session metadata, token consumption metrics, model selection, and thread lifecycle data. Usage Data does not include any User Content. Usage Data is subject to the confidentiality protections under these Terms, provided however that NaiadAI may anonymize and aggregate it with other data to be shared publicly.

Data Privacy

Your data is processed pursuant to our Privacy Policy.

Confidentiality

"Confidential Information" means all non-public information disclosed by either Party, that is designated by the discloser as confidential or that reasonably should be considered confidential given the nature of the information or circumstances of its disclosure. Confidential Information does not include any information that: (1) was or becomes publicly known through no fault of the receiving party; (2) was rightfully known or becomes rightfully known to the receiving party without confidential restriction from a third-party that has a right to disclose it; (3) is approved by the disclosing party for disclosure without restriction in a written document or electronic record; or (4) the receiving party independently develops without access to or use of the other party's Confidential Information.

Neither party will use the other party's Confidential Information except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, "Representatives") who (i) have a need to know such information, and (ii) are subject to confidentiality obligations at least as protective of the Confidential Information as the terms of this Agreement. Each party is responsible for all acts and omissions of its Representatives.

The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party if required by any governmental body, so long as, to the extent allowed under applicable law, the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the requirement. The restrictions set forth in this Section will survive the termination or expiration of this Agreement.

Term and Payment

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. The pricing and payment terms in this section are subject to any pricing and payment terms set forth in an Order Form.

Usage Credits

The primary pricing model for the Services is based on prepaid usage credits ("Credits").

• Credits must be purchased in advance and are deducted as you access and use the Service.
• The rate at which Credits are consumed will be disclosed in the Service interface or pricing page.
• Credits are non-transferable, non-refundable (except as required by law), and may expire after a period specified at the time of purchase. Expired Credits cannot be reinstated.
• Legal carve-out. Notwithstanding the foregoing, Credits that are considered "gift certificates," "stored-value cards," or similar instruments under applicable unclaimed-property or gift-card statutes will not expire, and any attempted expiration of such Credits is void where prohibited by law.
• If you attempt to use the Service without sufficient Credits, access to fee-based features will be suspended until additional Credits are purchased.
• NaiadAI may, at its discretion, offer free or promotional Credits; such Credits are subject to the same conditions and may carry shorter expiration periods.

Price

NaiadAI will provide you with at least thirty (30) days' prior written notice (by email or in-product message) of any increase in fees or material change to the Credit-consumption rates that applies to you. NaiadAI reserves the right to determine pricing for the Service. NaiadAI will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. NaiadAI may change the fees for any feature of the Service, including the number of Credits required for certain usage, if NaiadAI gives you advance notice of changes before they apply through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on NaiadAI's net income. NaiadAI, at its sole discretion, may make promotional offers with different features and different pricing to any of NaiadAI's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Payment Processing

Notwithstanding any amounts owed to NaiadAI hereunder, NAIADAI DOES NOT DIRECTLY PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. NaiadAI assumes no liability or responsibility for any payments you make through the Service.

Delinquent Accounts

NaiadAI 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, or for which Credits have been exhausted without purchase of additional Credits. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. You are liable for, and agree to promptly reimburse NaiadAI for, any chargebacks, reversal fees, or other penalties imposed by our payment processor that arise from your payment activity. If your payment method is no longer valid at the time a renewal payment is due, NaiadAI reserves the right to delete your account and any information associated with your account without any liability to you.

Warranties

The Services made available pursuant to these Terms are provided on an "As Is" and "As Available" basis without warranties of any kind, whether express, implied, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permissible under applicable law, NaiadAI disclaims, on behalf of itself and its licensors, all warranties, whether express, implied, or otherwise, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, or noninfringement. Further, NaiadAI does not warrant that the services or code data or any part thereof (or your access thereto) will be uninterrupted or error-free, will meet your requirements, or that defects will be corrected.

Limitation of Liability

Each party will be liable to the other party for direct damages only. The following types of damages will be excluded: indirect damages, consequential damages, special damages, punitive damages, lost profits, lost reputation, and cost of replacement services. Except for excluded categories, gross negligence and willful misconduct, or where prohibited by law. Neither party's total liability to the other (aggregated across all claims arising in connection with this license) will exceed $100, unless you have purchased an enterprise license, in which case neither party's total liability to the other (aggregated across all claims) will exceed the dollar value equal to the total amount paid by you to NaiadAI in the 12 months preceding the underlying claim.

Indemnification

To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify NaiadAI from and against any allegation that your use of the Services or your User Content intentionally violates any third-party right, including any intellectual property right.

Modification of Terms

NaiadAI may, from time to time, change these Terms. All modifications will be effective when they are posted, and your continued access or use of the Services will constitute acceptance of those modifications.

Miscellaneous

Governing Law and Jurisdiction

The Agreement will be interpreted according to the laws of the state of California. The parties submit to the personal jurisdiction of the federal and state courts located in San Francisco, California.

Arbitration

In the event of a dispute, you agree to first contact NaiadAI at support@naiadai.com and attempt to resolve the dispute informally. In the unlikely event that a resolution cannot be reached after sixty (60) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless the Parties agree otherwise.

Waiver

A party's failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the waiving party.

Severability

If any provision of the Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provision.

Assignment

The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party without written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

Survival

Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.

Headings

The heading references herein are for convenience only and do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.

Entire Agreement

This, including the agreements incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by NaiadAI as set forth in the Agreement.

Claims

To the extent permissible under applicable law, the Parties agree that any cause of action you may have arising out of or related to the Services or Code Data must commence within eighteen (18) months after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Disclosures

The Services are offered by NaiadAI, LLC, located at PO Box 3953, San Jose, CA, and can be reached via email at support@naiadai.com or telephone at (408) 256-0705. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Ca. Civ. Code 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

DMCA Notices

Pursuant to 17 U.S.C. § 512(c)(2), NaiadAI designates the following agent to receive notifications of claimed copyright infringement ("DMCA Notices"):

DMCA Agent – NaiadAI, LLC
PO Box 3953, San Jose, CA 95150
Email: legal@naiadai.com
Telephone: (408) 256-0705