Terms of Service — Code Lexica

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Code Lexica, Inc., a Delaware corporation (“Code Lexica,” “we,” “us,” or “our”). These Terms govern your access to and use of the Code Lexica platform, including all related websites, APIs, and services (collectively, the “Service”).

IMPORTANT: BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

Enterprise Customers: If you have executed a separate Enterprise Agreement or Software as a Service Agreement with Code Lexica, the terms of that agreement govern your use of the Service to the extent of any conflict with these Terms.

1. Description of Service

Code Lexica is a codebase intelligence platform that analyzes source code repositories to generate reports, insights, and contextual understanding for engineering teams. The Service includes automated report generation (system overviews, technical assessments, user journeys, developer onboarding, best practices), interactive codebase chat, project management integrations (JIRA, Linear), an MCP Server for AI coding tools, and related features as described on our website.

The Service processes your source code to build a knowledge graph and contextual model. Source code is stored securely with encryption at rest and in transit, with strict tenant isolation. Derived intelligence (reports, analysis results, knowledge graphs) is stored to provide the Service and is owned by you, subject to Code Lexica's underlying intellectual property rights.

2. Accounts and Registration

To access the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at support@codelexica.com of any unauthorized use of your account.

Organizations may designate administrators who can manage team members, workspaces, and integrations. Administrators are responsible for managing access within their organization and ensuring that all Authorized Users comply with these Terms. You are responsible for the acts and omissions of your Authorized Users.

3. Subscription Plans, Billing, and Credits

3.1 Plans

The Service is offered under various subscription tiers as described on our pricing page at codelexica.com/pricing (the “Pricing Page”). Plan features, usage limits, and pricing are as set forth on the Pricing Page and may be updated from time to time. Enterprise customers may be subject to custom terms as set forth in a separate Enterprise Agreement.

3.2 Billing

Paid plans are billed on a monthly basis in advance at the rates set forth on the Pricing Page. All fees are stated in U.S. dollars and are exclusive of applicable taxes. You are responsible for all applicable taxes, duties, and charges imposed by any governmental authority. You may upgrade or downgrade your plan at any time; changes take effect at the start of your next billing cycle. No refunds are provided for partial months, unused credits, or plan downgrades.

3.3 Credits

Each plan includes a monthly allocation of credits as described on the Pricing Page. Credits are consumed when you use certain features of the Service (e.g., report generation, chat queries). Credits are allocated at the beginning of each billing cycle and do not roll over to subsequent months. Additional credits may be purchased as described on the Pricing Page. We reserve the right to adjust credit allocations and pricing with thirty (30) days advance notice.

3.4 Usage Limits

Each plan is subject to usage limits as described on the Pricing Page. If you exceed your plan's limits, we may notify you and require you to upgrade to an appropriate plan. We reserve the right to throttle or restrict access if usage materially exceeds plan limits.

4. Acceptable Use

You agree not to, and will not permit any Authorized User to:

Use the Service to violate any applicable law, regulation, or third-party right
Process repositories you do not have authorization to access or analyze
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
Resell, redistribute, sublicense, or make the Service available to any third party without prior written consent
Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks
Interfere with or disrupt the Service, servers, or networks connected to the Service
Upload or transmit viruses, malware, or any other malicious code
Use the Service to build a competing product or service, or to benchmark the Service for competitive purposes
Remove, alter, or obscure any proprietary notices on the Service
Use the Service in any manner that could damage, disable, overburden, or impair the Service

5. Intellectual Property

5.1 Your Code

You retain all ownership rights to your source code and repositories. By using the Service, you grant Code Lexica a limited, non-exclusive, revocable license to access, process, and analyze your repositories solely to provide the Service. This license terminates when you disconnect your repositories or close your account.

5.2 Output Ownership

Reports, analyses, and other outputs generated by the Service based on your code are owned by you, subject to Code Lexica's underlying intellectual property rights in the Service, algorithms, models, and methodologies used to produce those outputs.

5.3 Code Lexica IP

Code Lexica retains all right, title, and interest in and to the Service, including all software, algorithms, models, user interfaces, documentation, and intellectual property used to provide the Service. Nothing in these Terms grants you any right to use Code Lexica's trademarks, logos, or brand features without prior written consent.

5.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant Code Lexica a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose without obligation to you.

5.5 Aggregated Statistics

We may collect and compile anonymized, aggregated statistics related to your use of the Service. As between you and Code Lexica, all right, title, and interest in Aggregated Statistics belong to Code Lexica. Aggregated Statistics will not identify you or any individual customer and will not contain your source code.

6. Confidential Information

Each party agrees to hold the other party's Confidential Information in confidence and not to disclose it to third parties except as necessary to perform under these Terms, and only to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Your source code and Derived Data constitute your Confidential Information. The Service's proprietary technology and non-public features constitute Code Lexica's Confidential Information. Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) independently developed; (c) rightfully received from a third party; or (d) known to the receiving party prior to disclosure.

7. Privacy and Data Protection

Our collection and use of personal information is described in our Privacy Policy. By using the Service, you agree to the collection and use of information as described in the Privacy Policy. For Enterprise customers requiring a Data Processing Agreement (DPA), please contact support@codelexica.com.

8. Service Availability

NO SLA FOR SELF-SERVE PLANS. We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. For Indie and Team plans, the Service is provided on an “as available” basis without any uptime commitment or service level agreement. We may perform scheduled maintenance, during which the Service may be temporarily unavailable, and will make reasonable efforts to provide advance notice. Enterprise customers with executed agreements may be subject to specific availability commitments as outlined in their agreements.

9. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CODE LEXICA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CODE LEXICA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, DATA, OR REPORTS GENERATED BY THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE. CODE LEXICA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY ANALYSIS, REPORT, OR OUTPUT GENERATED BY THE SERVICE. YOU ACKNOWLEDGE THAT OUTPUTS OF THE SERVICE ARE INTENDED AS INFORMATIONAL AIDS AND SHOULD BE INDEPENDENTLY VERIFIED BEFORE RELIANCE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODE LEXICA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CODE LEXICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CODE LEXICA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO CODE LEXICA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF WHETHER CODE LEXICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification

You agree to indemnify, defend, and hold harmless Code Lexica and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; or (d) any claim that your source code or Customer Data infringes or misappropriates a third party's intellectual property rights.

12. Term and Termination

12.1 Term

These Terms are effective when you first access or use the Service and continue until terminated.

12.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us at support@codelexica.com.

12.3 Termination by Code Lexica

We may terminate or suspend your access to the Service immediately, with or without notice, if: (a) you breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we discontinue the Service.

12.4 Effect of Termination

Upon termination: (a) your right to use the Service ceases immediately; (b) we will delete your account data, source code, and Derived Data within thirty (30) days, unless retention is required by law; (c) any outstanding fees become immediately due and payable. Sections 5 (Intellectual Property), 6 (Confidential Information), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and 14 (Dispute Resolution) survive termination.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@codelexica.com and attempt to resolve the dispute informally for at least thirty (30) days.

14.2 Arbitration

If the dispute cannot be resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Spokane, Washington (or remotely, at the election of either party). The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND CODE LEXICA 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, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

14.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. Export Compliance

You represent and warrant that you are not located in, or a resident or national of, any country subject to U.S. government embargo, and that you are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control laws and regulations in connection with your use of the Service.

16. Government Use

If you are a U.S. government entity or using the Service on behalf of a U.S. government entity, the Service constitutes “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. Use, reproduction, and disclosure are governed by these Terms.

17. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any executed Enterprise Agreement, constitute the entire agreement between you and Code Lexica regarding the Service.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
Assignment: You may not assign or transfer these Terms without our prior written consent. Code Lexica may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Force Majeure: Code Lexica shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, epidemics, labor disputes, government actions, or internet or telecommunications failures.
Notices: We may provide notices to you by posting on the Service, by email to the address associated with your account, or by other reasonable means. You may provide notices to us at support@codelexica.com.
Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

18. Changes to These Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Service, updating the “Last Updated” date, and, for changes that materially affect your rights, sending notice to the email address associated with your account at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

19. Contact Information

Code Lexica, Inc.
809 W Main Ave, Suite 212
Spokane, WA 99201
Email: support@codelexica.com