Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Morphcode, the AI coding assistant, and all related services, software, and websites (collectively, the “Services”) provided by Subagents, Inc. (“Subagents,” “we,” “us,” or “our”).

By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Description of Services

Morphcode is an AI-powered coding assistant that provides:

• Code generation, completion, and editing suggestions
• Code analysis, refactoring, and optimization recommendations
• Natural language to code translation
• Multi-agent task orchestration and automation
• IDE integrations and command-line tools

2. Account Registration

To use certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security of your account credentials.
• Promptly notify us of any unauthorized access or security breaches.
• Accept responsibility for all activities under your account.

You must be at least 16 years old to use the Services. By using the Services, you represent that you meet this requirement.

3. Acceptable Use Policy

You agree not to use the Services to:

• Generate malicious code, malware, ransomware, or code designed to harm systems or individuals.
• Develop code for unauthorized access to systems, networks, or data.
• Create content that violates any applicable laws or regulations.
• Infringe on intellectual property rights of third parties.
• Generate code for weapons, surveillance systems targeting individuals, or other harmful applications.
• Attempt to reverse engineer, decompile, or extract the underlying models or algorithms.
• Use automated systems to abuse, overload, or interfere with the Services.
• Resell, sublicense, or redistribute the Services without authorization.

We reserve the right to suspend or terminate accounts that violate these policies.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Services, including all software, models, algorithms, interfaces, documentation, and content, are owned by Subagents or our licensors and are protected by intellectual property laws. You receive a limited, non-exclusive, non-transferable license to use the Services as permitted by these Terms.

4.2 Your Content

You retain ownership of all code, data, and content you input into the Services (“Your Content”). You grant us a limited license to process Your Content solely to provide the Services.

4.3 AI-Generated Output

You own the code and content generated by the Services based on your inputs (“Output”), subject to the following:

• Output may be similar to content generated for other users with similar inputs.
• You are responsible for reviewing Output for accuracy, security vulnerabilities, and compliance with applicable laws.
• Output may incorporate or resemble publicly available code or common programming patterns.
• We make no representations regarding the patentability or copyrightability of Output.

5. Payment Terms

5.1 Subscription Plans

Certain features require a paid subscription. By subscribing, you agree to pay the applicable fees as described at the time of purchase.

5.2 Billing

• Subscriptions are billed in advance on a monthly or annual basis.
• Fees are non-refundable except as required by law or as explicitly stated.
• We may change pricing with 30 days' notice for existing subscribers.
• Failed payments may result in suspension of Services.

5.3 Usage-Based Pricing

Some plans include usage-based components (e.g., API calls, tokens). Overages will be charged at the rates specified in your plan. You can monitor usage through your account dashboard.

6. AI Limitations and Disclaimers

You acknowledge and agree that:

• AI is not infallible. Output may contain errors, bugs, security vulnerabilities, or inaccuracies.
• Human review is required. You must review, test, and validate all Output before use in production.
• No guaranteed outcomes. We do not guarantee that Output will meet your specific requirements.
• Critical systems. Output should not be used without thorough review in safety-critical systems, medical devices, or applications where failure could cause harm.
• License compliance. Output may incorporate patterns from open-source code. You are responsible for ensuring compliance with applicable licenses.

7. Confidentiality

We treat Your Content as confidential and will not disclose it to third parties except as described in our Privacy Policy or as required by law. Enterprise customers may request additional confidentiality protections through a separate agreement.

8. Third-Party Services

The Services may integrate with or rely on third-party services (e.g., cloud providers, AI model providers, version control systems). Your use of these services is subject to their respective terms. We are not responsible for the acts or omissions of third parties.

9. Disclaimer of Warranties

10. Limitation of Liability

Our total aggregate liability for all claims arising from these Terms or the Services shall not exceed the greater of (a) the amounts you paid to us in the twelve months preceding the claim, or (b) one hundred dollars ($100).

11. Indemnification

You agree to indemnify, defend, and hold harmless Subagents and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any rights of third parties.

12. Termination

You may terminate your account at any time by contacting us or through your account settings. We may suspend or terminate your access if you violate these Terms or for any other reason with reasonable notice. Upon termination:

• Your right to use the Services ceases immediately.
• You may request export of Your Content within 30 days.
• Provisions that by their nature should survive will continue (e.g., limitation of liability, indemnification).

13. Modifications to Services and Terms

We may modify the Services or these Terms at any time. For material changes to these Terms, we will provide at least 30 days' notice via email or prominent notice on our website. Continued use after changes take effect constitutes acceptance of the revised Terms.

14. Export Controls

The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export laws, including the Export Administration Regulations (EAR) and sanctions programs administered by OFAC. You may not use the Services if you are located in a sanctioned country or are on any U.S. government restricted party list.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Subject to the arbitration agreement below, any disputes shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction in these courts.

16. Arbitration Agreement and Class Action Waiver

16.1 Binding Arbitration

Any dispute, claim, or controversy arising from these Terms or the Services shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

16.2 Class Action Waiver

You agree to resolve disputes on an individual basis only. You waive the right to participate in class actions, class arbitrations, or representative actions.

16.3 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access. Claims within small claims court jurisdiction may be filed there.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Subagents.
• Severability: If any provision is held invalid, the remaining provisions continue in effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights freely.
• Force Majeure: We are not liable for delays caused by circumstances beyond our reasonable control.

18. Contact Information

For questions about these Terms: