Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Carbon Copy Markets Inc., doing business as Hoplite (“Hoplite,” “we,” “us,” or “our”). They govern your access to and use of Hoplite's websites, applications, APIs, coding agents, sandboxes, integrations, and related services (collectively, the “Service”).

By creating an account, accessing the Service, or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you use the Service for an organization, you represent that you have authority to bind that organization, and “you” includes that organization. If you do not agree, do not use the Service.

You must be at least 18 years old and legally capable of entering into this agreement. You represent that you use the Service for a trade, business, craft, profession, or organization and not as a consumer. You may use it only where doing so is lawful, and you may not use it if you are barred under applicable trade, sanctions, or export-control laws. Nothing in these Terms excludes mandatory rights that applicable law does not permit the parties to waive.

You must provide accurate account information, keep credentials secure, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account and for configuring workspace members, roles, repositories, model access, secrets, and integrations appropriately.

Workspace owners and administrators may control member access and Customer Content, receive billing and usage information, and take actions on behalf of the workspace. If an organization provides your account, that organization may administer it in accordance with its own policies.

Hoplite provides AI-assisted software-engineering tools. At your direction and subject to the permissions you configure, agents may read and modify code, execute commands, use connected services, create branches and commits, open or update pull requests, and take other actions in development environments. You are responsible for reviewing requested permissions, supervising agent work, and deciding whether to accept, deploy, merge, publish, or otherwise rely on any result.

The Service may change over time. We may add, modify, suspend, or discontinue features, including integrations and model availability. We will not materially reduce paid functionality during a current subscription term without a reasonable operational, legal, security, or third-party dependency reason.

“Customer Content” means code, repositories, prompts, instructions, files, credentials, configuration, messages, tool inputs and outputs, and other material that you or your users submit to or make available through the Service. As between you and Hoplite, you retain your rights in Customer Content.

You grant Hoplite a worldwide, non-exclusive, limited license to host, copy, transmit, modify, display, and otherwise process Customer Content only as needed to provide, secure, support, and improve the Service; comply with law; and enforce these Terms. You represent that you have all rights and permissions needed for us and our subprocessors to process Customer Content as described here and in the Privacy Policy.

The Service uses machine-learning models and may route Customer Content to model providers selected or enabled for your workspace. Hoplite does not train or fine-tune models on Customer Content. Model providers may process and retain submitted data under their applicable service terms and data policies; unless we expressly agree otherwise in writing, Hoplite does not promise zero data retention by those providers.

AI-generated results may be inaccurate, incomplete, insecure, offensive, or similar to content generated for others. You must independently review and test outputs, including for security, licensing, privacy, and correctness, before using them. You may not represent unreviewed output as human-generated when that would be misleading or unlawful.

As between you and Hoplite, and to the extent permitted by law, you own Hoplite's rights, if any, in outputs generated specifically for you. This does not give you rights in third-party materials, open-source software, model-provider technology, or content supplied by another user, and does not guarantee that an output qualifies for intellectual-property protection.

The Service may interoperate with GitHub, model providers, issue trackers, messaging services, payment processors, sandbox providers, and other third parties. Your use of those services remains subject to their terms. You authorize Hoplite to access and exchange data with connected services as needed to perform your requests. We are not responsible for third-party services, their availability, or changes they make.

You may not use the Service, or help anyone use it, to:

• violate law, sanctions, export controls, or another person's rights;
• access systems, repositories, accounts, or data without authorization;
• introduce malware, destructive code, credential theft, denial-of-service activity, or other harmful functionality;
• evade security controls, usage limits, rate limits, or approval requirements;
• reverse engineer the Service except to the limited extent that applicable law prohibits this restriction;
• resell, sublicense, or provide the Service as a standalone competing service without our written permission;
• use the Service for high-risk decisions where an error could reasonably cause death, bodily injury, or substantial physical or environmental harm; or
• submit highly sensitive personal data, regulated health information, payment-card data, or government identifiers unless the applicable feature and a written agreement expressly support that use.

Hoplite and its licensors own the Service, including software, interfaces, documentation, designs, trademarks, and underlying technology, excluding Customer Content. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during the applicable subscription or access period.

If you provide feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided we do not identify you publicly as its source without permission.

Paid plans are billed in advance at the prices, billing interval, seat quantity, and usage rates shown at checkout or in an order form. Prices exclude taxes unless stated otherwise. You authorize us and our payment processor to charge your selected payment method for fees and applicable taxes.

Subscriptions renew automatically for successive periods unless canceled before renewal. A trial converts to a paid subscription at the disclosed price when the trial ends unless you cancel first. Plan upgrades may take effect immediately with prorated charges; downgrades and cancellations ordinarily take effect at renewal, as shown before confirmation.

Prepaid credits are a limited contractual right to consume eligible Service usage. They are not currency, have no cash value, are non-transferable, and are not redeemable for cash except where law requires. Any expiration or additional restriction will be disclosed when credits are issued or purchased. Promotional credits may have separate limits.

Except where required by law or expressly stated in an order form, fees and credit purchases are non-refundable. If you believe a charge is incorrect, contact support@hoplite.sh promptly so we can review it.

Each party may receive non-public information that is identified as confidential or reasonably should be understood as confidential. The receiving party will use reasonable care to protect it and use it only to perform under these Terms. This duty does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose confidential information when legally required after giving notice where permitted.

Our Privacy Policy explains how we handle Personal Data. We use reasonable administrative, technical, and organizational safeguards designed to protect the Service and Customer Content, but no system is completely secure. You are responsible for maintaining appropriate backups and for not placing unsupported categories of sensitive data in the Service.

You may stop using the Service at any time and may cancel a paid subscription through available billing controls. We may suspend or terminate access if you materially breach these Terms, create a security or legal risk, fail to pay amounts due, exceed documented limits, or if needed to protect the Service or others. When practical, we will provide notice and an opportunity to cure.

After termination, your right to use the Service ends. You should export Customer Content before closing an account. We may delete Customer Content after termination in accordance with our retention practices, subject to legal obligations and backup cycles. Provisions that by their nature should survive—including payment obligations, confidentiality, intellectual property, disclaimers, liability limits, indemnity, and dispute terms—will survive.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HOPLITE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT OUTPUTS ARE CORRECT, SECURE, UNIQUE, OR SUITABLE FOR DEPLOYMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO HOPLITE FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR US$100 IF YOU PAID NOTHING. THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

You will defend, indemnify, and hold harmless Hoplite and its officers, directors, employees, and affiliates from third-party claims, damages, losses, and reasonable legal fees arising from your Customer Content, your use of outputs, your violation of these Terms or law, or your infringement of another person's rights. We will promptly notify you and reasonably cooperate, and you may control the defense and settlement, except you may not admit fault or impose obligations on us without our consent.

We may update these Terms to reflect changes to the Service, law, security, or business practices. We will post the updated Terms and change the effective date. If a change materially reduces your rights, we will provide reasonable advance notice through the Service or by email when required. Changes apply prospectively. Continuing to use the Service after the effective date constitutes acceptance of the updated Terms, and we may require explicit acceptance before further use when law or the materiality of a change warrants it.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there. Nothing prevents either party from seeking urgent injunctive or equitable relief in a court of competent jurisdiction.

Neither party is liable for delay or failure caused by events beyond its reasonable control. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets. The parties are independent contractors, and these Terms create no partnership, agency, fiduciary, or employment relationship. If a provision is unenforceable, it will be modified only as needed and the rest will remain effective. A waiver must be in writing. These Terms, the Privacy Policy, any applicable order form, and any incorporated terms are the entire agreement about the Service. Order forms control over these Terms only where they expressly say so.

Questions about these Terms may be sent to support@hoplite.sh or to Carbon Copy Markets Inc., 2810 North Church Street, Wilmington, DE 19802, United States.