Terms of Use

2.1 Grant. Subject to the terms and conditions of this Agreement, CodeRabbit grants to Customer a worldwide, non-exclusive, non-sublicensable, and non-transferable right, and with respect to the applicable components of the Self-Hosted Services, a license, to access and use the Services during the Term and to permit Users to use such Services solely for Customer's internal business purposes. CodeRabbit will modify the Services from time to time in its sole discretion, provided the modifications do not materially diminish the functionality of the Services. Any provision of services (including the Services) or functionality in exchange for no fees by CodeRabbit (a "Free Trial") will be subject to this Agreement. CodeRabbit reserves the right to modify or cancel any Free Trial at any time and without notice. Free Trials are provided by CodeRabbit without any representations, warranties, support, or SLAs and CodeRabbit's liability with respect to Free Trials shall be limited to an aggregate amount of $1,000.

2.2 No Other Rights. The license granted to Customer is expressly set forth above. No other rights or licenses are granted by CodeRabbit, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by CodeRabbit.

2.3 No Support. CodeRabbit is under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies and, if applicable, fees as agreed upon by the Parties in an Order Form.

3.1 Customer Accounts. To use the Services, Customer will have to register for a CodeRabbit Customer Account ("Account"). Customer is responsible for maintaining the security and confidentiality of its Account information and agrees that Customer is solely responsible for all losses incurred due to someone else using its Account as a result of Customer failing to keep its Account information secure and confidential. Customer can also opt out of data storage. However, opting in helps us enhance the overall quality of the reviews for Customer based on Customer's usage.

3.2 Third-Party Accounts. In order to register an Account, Customer will be required to connect to the Services via a pre-existing account with GitHub, GitLab, Bitbucket, Azure DevOps, and/or such similar and/or successor code repository tools (each, a "Third-Party Account"). By connecting a Third-Party Account to the Services, Customer authorizes CodeRabbit to access Customer's Third-Party Account in order to provide the Services. Customer controls the scope of the authority granted to CodeRabbit to the extent permitted by the Third-Party Account. CodeRabbit does not license or endorse and has no liability or obligation of any kind related to any Third-Party Accounts used by Customer, and CodeRabbit does not have any responsibility for or liability with respect to Customer's ability to utilize a Third-Party Account. Customer represents and warrants that it has all necessary rights, consents, authorizations and permissions to grant CodeRabbit access to its Third-Party Account as described in this Agreement without any breach by Customer of any of the terms and conditions that govern Customer's agreement with the applicable Third-Party Account provider and without subjecting CodeRabbit to any payment obligations, usage limitations or other liabilities.

3.3 AI. CodeRabbit's Services use artificial intelligence, powered by OpenAI and Anthropic via API integration. Customer's proprietary code remains confidential with CodeRabbit. While the code is shared with OpenAI and/or Anthropic, CodeRabbit has a zero data retention policy with both OpenAI and Anthropic. Neither CodeRabbit nor OpenAI or Anthropic uses Customer's code to train any AI models. CodeRabbit is not responsible for the accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, security or any other aspect of any output or content provided or made available by any third party, provided that CodeRabbit will use commercially reasonable efforts to monitor third party outputs provided to Customers as part of the Services by third parties.

4.1 Responsibilities. Customer agrees to use the Services only in accordance with this Agreement and in compliance with all applicable laws, rules, and regulations, including all applicable export control, sanctions, and anti-boycott laws of any relevant jurisdiction. Customer represents that neither it nor any of its Users is prohibited from receiving or using the Services under such laws. Customer shall be responsible for Users' use of the Services and any breach by a User of the terms of this Agreement shall be deemed to be a breach by Customer. Customer will promptly notify CodeRabbit if at any time it becomes aware of illegal use of the Services by any party.

4.2 Limitations. Customer and its Users shall not and shall not permit or assist any other party to: (i) use the Services in violation of any applicable law, regulation, or export control requirement or to infringe, misappropriate, or violate the rights (including Intellectual Property Rights) of any third party, or for any purpose other than as expressly permitted under this Agreement; (ii) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, underlying ideas, techniques, structure or algorithms of the Services; (iii) copy, modify, translate, create derivative works of, distribute, rent, lease, sell, sublicense or otherwise transfer or make available the Services or any portion thereof; (iv) disclose the results of any benchmarking of the Services, or use the Services to develop competing products or services without CodeRabbit's prior written consent; (v) attempt to circumvent or disable any security or access controls of the Services, or use the Services in any manner that disrupts, damages, or impairs CodeRabbit's systems or the use of the Services by others; or (vi) use any automated system or software (including robots, spiders, or scripts) to extract data or content from the Services, or introduce any viruses, malware, or other harmful code by any means.

5.1 Term. Subject to earlier termination as expressly provided for in this Agreement, the initial Term of this Agreement shall be for the Term specified in the Order Form, or in the event of multiple Order Forms, until the Term of all Order Forms has expired. Each Order Form and this Agreement shall automatically renew after the initial Term and any renewal Term for a renewal Term equal to the expiring Term, unless either party provides to the other at least forty-five (45) days prior written notice that it will not renew.

5.2 Termination for Cause. Either party may terminate this Agreement or an Order Form for cause: (i) if the other Party is in material breach under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach; or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, CodeRabbit shall refund to Customer any prepaid, unused fees applicable to the remaining portion of the Term following the effective date of termination.

5.3 Termination or Suspension by CodeRabbit. CodeRabbit may suspend or terminate permission and access to the Account or Services: (i) if required to avoid harm to CodeRabbit or any third party, including for Customer's fraudulent or illegal activities (ii) upon 30 days' prior written notice, upon Customer's failure to pay any fees when due, and (iii) upon the request of law enforcement or government agencies. If possible, CodeRabbit will notify Customer of such suspension or termination as early as commercially reasonable.

5.4 Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, including Sections 3-13. No expiration or termination will affect Customer's obligation to pay all fees due, whether invoiced or not, before such expiration or termination, or entitle Customer to any refund, with the exception of termination for cause by Customer as expressly set forth in Section 5.2, above. Customer is solely responsible for retaining copies of any Customer Data uploaded to the Services as upon termination of Customer's Account, Customer will lose access rights to any Customer Data uploaded to the Services. If the Agreement has been terminated for cause by CodeRabbit, Customer is prohibited from creating a new account on the Services using a different name, email address, or other forms of account verification.

6.1 CodeRabbit IP Rights. CodeRabbit alone, and where applicable its licensors, retain all Intellectual Property Rights relating to the Services and the CodeRabbit Confidential Information and any suggestions, ideas, enhancement requests related thereto, as well as any Feedback which is hereby assigned to CodeRabbit.

6.2 Customer IP Rights. Customer shall retain all right, title, and interest in and to Customer Data, which for clarity is Customer Confidential Information, including any modifications thereto and all patents, copyrights, trademarks and other intellectual property rights embodied therein. CodeRabbit is not obligated to back up Customer Data, and it may be deleted without notice. CodeRabbit will use Customer Data to generate Output. Subject to Customer's compliance with this Agreement, including but not limited to paying all fees when due, CodeRabbit hereby assigns to Customer all of its rights, title and interest (if any) in and to the Output. The Services may provide the same or similar Output to others, and CodeRabbit's assignment to Customer in the preceding sentence does not apply to any outputs resulting from other users' use of the Services. Customer agrees that CodeRabbit may use Output to (a) provide, maintain, protect and improve the Services; (b) comply with applicable law; and (c) enforce this Agreement.

7.1 Definition. Customer or CodeRabbit ("Disclosing Party") may disclose or make available to the other Party ("Receiving Party"), information about Disclosing Party or Disclosing Party's Affiliates' business affairs, products, confidential intellectual property, trade secrets, financial information, third-party confidential information, and other sensitive or proprietary information, whether in written, electronic, or any other form or media, that is identified as confidential at the time of disclosure or should be reasonably known by Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure ("Confidential Information"). 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 Order Forms) shall be deemed the Confidential Information of CodeRabbit without any marking or further designation. Customer's proprietary code, Customer Data and Output shall be deemed the Confidential Information of Customer. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party, its service providers, or service integration providers, or their representatives; (b) is already rightfully known to the Receiving Party at the time of disclosure; (c) is rightfully obtained and on a non-confidential basis from a third party without breach of any confidentiality obligation; or (d) is independently developed by or on behalf of the Receiving Party without access to or use of any Confidential Information of the Disclosing Party.

7.2 Use. The Receiving Party will use Confidential Information of the Disclosing Party only in the performance of this Agreement. The Receiving Party shall maintain in confidence all Confidential Information and shall not disclose Confidential 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 Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, the Receiving Party, its service providers, or service integration providers, or their representatives may be required to disclose the Disclosing Party's Confidential Information (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law; only after providing notice to the Disclosing Party (if reasonably possible) and giving the Disclosing Party a reasonable opportunity to respond to such order; or (b) to establish Receiving Party's rights under this Agreement, including to make required court filings.

7.3 Return or Destruction. Promptly after Disclosing Party's request, Receiving Party agrees to return or destroy disclosing party's Confidential Information; provided, however, that Receiving Party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party's ordinary course records retention and backup policies and procedures, or to comply with applicable law, provided that such Confidential Information is treated as such for so long as it is retained. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party will be entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, for any violation or threatened violation of this Section or Section 4.2 "Limitations."

7.4 Use of the Services may involve the transmission of personal information which is governed by the Privacy Policy, made available at https://coderabbit.ai/privacy-policy. CodeRabbit maintains an industry standard security program with technical and organizational measures designed to protect the confidentiality, integrity, availability, and security of the Services and Customer Data, as more fully described in the Data Protection Addendum available at https://www.coderabbit.ai/dpa (the "DPA"). The DPA is hereby incorporated into and shall be fully governed by this Agreement.

8.1 Payments. Customer agrees to pay CodeRabbit the applicable fees set forth in all Order Forms and subsequent invoices. Fees are based on the total number of "developer seats" selected for Services during the applicable billing period as set forth in an Order Form. CodeRabbit may update fees from time to time, provided that any changes will take effect at the start of the next applicable billing cycle, and CodeRabbit will provide Customer with reasonable prior notice of any increase. Continued use of the Services after the new fees take effect constitutes acceptance of the updated pricing.

8.2 Taxes. Taxes payable by Customer may be calculated based on the billing information provided at the time of purchase. Customer will pay all applicable Taxes, excluding only those based on CodeRabbit's income. If Customer is compelled to make a deduction or set-off for any such Taxes, Customer will pay CodeRabbit such additional amounts as necessary to ensure receipt by CodeRabbit of the full amount CodeRabbit would have received but for the deduction. Any applicable direct pay permits or valid tax-exempt certificates must be provided to CodeRabbit prior to the execution of this Agreement. If CodeRabbit is required to collect and remit Taxes on Customer's behalf, CodeRabbit will invoice Customer for such Taxes, and Customer will pay CodeRabbit for such Taxes in accordance with Section 8.1.

9.1 Limited Warranty. CodeRabbit warrants for the benefit of Customer only, that the Services will perform materially in accordance with CodeRabbit's published documentation under normal use and circumstances in accordance with this Agreement (the "Services Warranty" for a period of thirty (30) days after the Services are first made available to Customer ("Warranty Period"). If any non-conformity covered by the Services Warranty occurs, Customer will provide CodeRabbit with sufficient detail to allow CodeRabbit to reproduce the non-conformity, and, if the non-conformity is verified by CodeRabbit, CodeRabbit will, at its sole option, either (a) correct such non-conformity in the Services, at no cost to Customer and within a reasonable time, by issuing corrected instructions, a restriction, or a bypass, or (b) accept Customer's return of the Services and refund any fees previously paid by Customer for Services for the period after the nonconformity was identified, at which time this Agreement and all Order Forms will immediately terminate. The foregoing sentence sets forth Customer's sole and exclusive remedy for CodeRabbit's breach of the warranty described in this Section 9.1. CodeRabbit is not responsible for any non-conformity not reported during the Warranty Period or any non-conformity caused by modification, misuse of, or damage to the Services not done or approved by CodeRabbit.

9.2 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, CODERABBIT PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CODERABBIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA, CONTENT, OR RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT THE SERVICES OR ANY OUTPUT WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT. CUSTOMER USES THE SERVICES AT ITS OWN RISK. THE SERVICES MAY USE ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING AND ARE SUBJECT TO UNEXPECTED OUTPUTS AND RESULTS, INCLUDING RESULTS THAT ARE INCOMPLETE, INACCURATE, OR UNEXPECTED. CODERABBIT IS NOT LIABLE FOR ANY ERRORS, OMISSIONS, OR OFFENSIVE MATERIAL IN OUTPUT. TO THE FULLEST EXTENT PERMITTED BY LAW, CODERABBIT DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET OUT IN SECTION 9.1 OF THIS AGREEMENT.

10.1 By Customer. Customer agrees to indemnify and hold CodeRabbit, its 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 (a "Claim") due to or arising out of (i) a claim of infringement or misappropriation of any Intellectual Property Right by Customer, or any third party using Customer's Account, or (ii) Customer Data.

10.2 By CodeRabbit. CodeRabbit agrees to indemnify, defend, and hold Customer and its officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any Claim made by any third party against Customer alleging that the Services infringe or misappropriate any patent, copyright, or trade secret of such third party. CodeRabbit shall have no indemnification obligation for infringement claims arising from the combination of the Services with any services, hardware, data or business processes not provided by CodeRabbit or use of the Services by Customer other than in accordance with the Agreement. If the Services are held or likely to be held infringing, CodeRabbit shall have the option, at its expense to (i) replace or modify the Services as appropriate, (ii) obtain a license for Customer to continue using the Services, (iii) replace the Services with a functionally equivalent product or service; or (iv) terminate this Agreement and refund any prepaid, unused fees applicable to the remaining portion of the Term. This Section 10.2 states CodeRabbit's entire liability and Customer's exclusive remedy for any claim of intellectual property infringement.

10.3 Indemnification Process. Promptly upon receiving notice of a Claim, the Party seeking to be indemnified shall (a) give the indemnifying Party prompt written notice of the Claim; (b) give the indemnifying Party sole control of the defense and settlement of the Claim; and (c) provide the indemnifying Party, at the indemnifying Party's cost, all reasonable assistance in the defense or settlement of such Claim. The Party seeking to be indemnified shall have the right to participate in such defense with counsel of its own choice and at its own expense.

11.1 WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 4 (CUSTOMER OBLIGATIONS) OR EITHER PARTY'S BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION AND DATA PROTECTION), TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE SERVICES, OUTPUT, AND CONFIDENTIAL INFORMATION PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CODERABBIT'S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE AMOUNT CUSTOMER HAS PAID CODERABBIT IN THE LAST TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.3 Acknowledgement. The parties agree that the disclaimers, exclusions, and limitations of liability set forth in this Agreement are an essential basis of the bargain between them and will apply even if any limited remedy fails of its essential purpose.

CodeRabbit may use Customer's name and logo on CodeRabbit's website and in sales presentations, and Customer may use CodeRabbit's name and logo on its website, in each case for the sole purpose of identifying Customer as a customer of CodeRabbit. CodeRabbit reviews on the open-source projects can be used in the marketing material. If applicable, in accordance with the Order Form, Customer may agree to participate in a case study with prior written consent of both parties.

The relationship of the Parties established by this Agreement is that of independent contractors and is non-exclusive. There are no third party beneficiaries to this Agreement. This Agreement is governed by the laws of the State of California, without reference to conflict of laws rules, and the federal, state, and local courts in San Francisco, California have exclusive jurisdiction over all actions arising hereunder. Any notice permitted or required to be given to a Party under this Agreement shall be sent to the address for such Party specified in the opening paragraph of this Agreement, in any Order Forms, or online submissions by Customer, including by email, and such address may be changed by giving written notice to the other Party. If any part of this Agreement is held invalid or unenforceable, it will be revised as necessary to make it valid and enforceable, or, if not capable of being so revised, will be deemed severed from this Agreement, and the remainder of this Agreement will survive unaffected. Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the other Party's prior written consent, and any such attempted assignment will be void and of no effect, provided however that either Party may assign this Agreement and all of its rights and obligations hereunder without the prior consent of the other Party to an Affiliate or in the event of a merger or acquisition. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties. Each Party represents and warrants to the other Party that it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and that the individual executing this Agreement on behalf of such Party is authorized to do so. This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by both parties. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by CodeRabbit after the date hereof. In case of any conflict between this Agreement and the DPA, the DPA will govern. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.