These Terms of Service (the “Terms”) govern your access to and use of the websites, browser extensions, IDE extensions, applications, APIs, and related services provided by Oconee Runtime (“Oconee Runtime,” “we,” “our,” or “us”) (collectively, the “Services”). By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by them.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and “you” refers to that organization.

1. Eligibility and Accounts

The Services are intended for business and enterprise use. You must be at least 18 years old and capable of forming a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You agree to provide accurate account information and to keep it up to date. Notify us promptly of any unauthorized use of your account or any other breach of security.

2. Subscriptions, Plans, and Billing

Certain Services are billed on a subscription basis. By selecting a paid plan you authorize us (or our payment processor) to charge the applicable fees, including recurring fees, using your designated payment method.

• Fees are billed in advance on a recurring basis according to your plan.
• Unless otherwise stated, fees are non-refundable except as required by law.
• Subscriptions renew automatically until cancelled; you may cancel at any time and cancellation takes effect at the end of the current billing period.
• We may change fees or introduce new charges with prior notice; changes apply to subsequent billing periods.
• You are responsible for any applicable taxes other than taxes based on our net income.

3. Free Trials

We may offer a free trial for a limited period. At the end of the trial, unless you cancel or the trial converts to a paid plan as described at sign-up, access to paid features may be suspended. We reserve the right to modify or discontinue trials at any time.

4. Acceptable Use

You agree not to, and not to permit any user to:

• Use the Services in violation of any applicable law or regulation.
• Reverse engineer, decompile, or attempt to derive source code from the Services, except to the extent permitted by law.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to the Services or related systems or networks.
• Resell, sublicense, or provide the Services to third parties except as expressly permitted.
• Use the Services to build a competing product or to circumvent usage limits.

5. Customer Data

“Customer Data” means the data and content you or your users submit to, or that is processed by, the Services. As between the parties, you retain all rights in Customer Data. You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Services and as described in our Privacy Policy.

We do not use Customer Data to train public or proprietary AI models. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6. Intellectual Property

The Services, including all software, content, and trademarks, are and remain the exclusive property of Oconee Runtime and its licensors. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during your subscription. No rights are granted except as expressly set out here.

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

7. Confidentiality

Each party may receive confidential information of the other. The receiving party will use such information only to perform under these Terms and will protect it with at least reasonable care. This section does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party.

8. Third-Party Services

The Services may integrate with third-party products such as AI platforms, source code repositories, identity providers, and collaboration tools. Your use of those products is governed by their own terms, and we are not responsible for third-party services.

9. Service Availability and Support

We strive to keep the Services available and to provide support consistent with your plan, but we do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue features from time to time. Planned maintenance and support commitments, where applicable, are described in your plan or a separate agreement.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Services will detect or prevent every policy violation, security threat, or data exposure.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12. Indemnification

You will defend, indemnify, and hold harmless Oconee Runtime from any third-party claims arising out of your Customer Data, your use of the Services in violation of these Terms, or your violation of applicable law.

13. Term and Termination

These Terms apply while you use the Services. Either party may terminate for material breach that remains uncured 30 days after notice. We may suspend or terminate access immediately for non-payment or for use that poses a security or legal risk. On termination, your right to use the Services ends and, subject to legal retention requirements, we will make Customer Data available for export for a limited period before deletion.

14. Changes to the Services and Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated Effective Date and, where required, communicated to you. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Georgia, except that either party may seek injunctive relief in any court of competent jurisdiction.

16. Miscellaneous

These Terms, together with the Privacy Policy and any order form or enterprise agreement, constitute the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger or sale of assets. Our failure to enforce a provision is not a waiver.

17. Contact Us

Questions about these Terms? Contact us at legal@oconeeruntime.com.

This page is provided for general information and does not constitute legal advice. Your organization should have its own counsel review these Terms before relying on them.