Terms of Service

Last Updated: December 1, 2024

These Terms of Service ("Terms") govern your access to and use of Apilium Forge IDE and related AI-powered development tools, services, and website (collectively, the "Services") provided by Apilium Corp OU, a company registered in Tallinn, Estonia. By downloading, installing, accessing, or using our Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, downloading our software, or using our Services, you confirm that:

  • You are at least 18 years of age or have parental/guardian consent
  • You have the legal capacity to enter into these Terms
  • You agree to comply with all applicable laws and regulations
  • All information you provide is accurate and complete
  • If acting on behalf of an organization, you have authority to bind that organization

We reserve the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance via email or through our Services. Continued use after changes become effective constitutes acceptance of the modified Terms.

2. Description of Services

Apilium provides AI-powered development tools including:

  • Apilium Forge IDE: An AI-powered integrated development environment
  • AI code completion, generation, and analysis features
  • Context-aware coding assistance and suggestions
  • Legacy code modernization and refactoring tools
  • Codebase indexing and semantic search capabilities
  • Development workflow automation (Apilium Flow - coming soon)
  • Team collaboration features (Apilium Hub - coming soon)
  • Customer portal and account management

We strive to maintain 99.9% availability but do not guarantee uninterrupted or error-free service. We may modify, suspend, or discontinue any part of our Services at any time with reasonable notice.

Beta Features

Some features may be offered as beta or preview. Beta features are provided 'as-is' without warranty, may be discontinued at any time, and should not be relied upon for production use.

3. User Accounts

Account Registration

You must create an account to access certain features. You agree to:

  • Provide accurate, current, and complete information
  • Maintain the security and confidentiality of your password
  • Enable two-factor authentication when available for enhanced security
  • Notify us immediately of any unauthorized access or security breach
  • Accept responsibility for all activities under your account
  • Provide accurate, current, and complete information
  • Maintain the security and confidentiality of your password
  • Enable two-factor authentication when available for enhanced security
  • Notify us immediately of any unauthorized access or security breach
  • Accept responsibility for all activities under your account

Account Restrictions

You may not:

  • Share your account credentials or API keys with others
  • Create multiple accounts to circumvent usage limits or restrictions
  • Impersonate another person, entity, or Apilium employee
  • Use automated systems to create accounts or abuse our services
  • Sell, transfer, or sublicense your account access to third parties

4. Acceptable Use Policy

You agree not to use our Services to:

  • Violate any applicable laws, regulations, or third-party rights
  • Infringe intellectual property, privacy, or other proprietary rights
  • Transmit malware, viruses, ransomware, or any harmful code
  • Attempt to gain unauthorized access to our systems or other users' accounts
  • Reverse engineer, decompile, disassemble, or derive source code from our software
  • Use our Services to develop directly competing AI coding products
  • Use AI-generated suggestions to build models that compete with our Services
  • Scrape, harvest, or collect data through automated means without permission
  • Generate code that is intentionally malicious, harmful, or designed to cause damage
  • Bypass, circumvent, or disable usage limits, rate limiting, or access restrictions
  • Send regulated data (HIPAA, PCI-DSS, GLBA protected information) through our AI features without appropriate safeguards

Auto-Code Execution

If you enable any auto-execution features, you assume all risks associated with the automatic execution of AI-generated code. You are solely responsible for reviewing and understanding any code before allowing automatic execution.

5. Intellectual Property

Our Rights

All rights, title, and interest in the Services, including the Apilium Forge IDE software, AI models, algorithms, text, graphics, logos, and trademarks, are owned by Apilium Corp OU or our licensors. The Services are licensed, not sold. You may not use our intellectual property without explicit written permission.

Your Content and Inputs

You retain all ownership rights to code and content you create or input into our Services. By using our Services, you grant us a limited, non-exclusive license to:

  • Process your inputs and code context to provide AI suggestions and features
  • Temporarily cache data for performance optimization and session continuity
  • Create anonymized, aggregated analytics to improve our Services (without identifying you)

We do NOT use your code inputs or suggestions to train AI models without your explicit opt-in consent. See our Privacy Policy for details on Privacy Mode.

AI-Generated Output

Subject to your compliance with these Terms and payment of applicable fees, Apilium assigns to you all rights, title, and interest in code suggestions generated by our AI models in response to your inputs. However:

  • You are solely responsible for reviewing, testing, and validating all AI-generated code
  • AI-generated code may be similar to code generated for other users or publicly available code
  • We make no representations about the originality, non-infringement, or fitness of generated code
  • You must independently verify that generated code does not infringe third-party rights

6. Payment and Subscriptions

Fees

Access to certain features requires payment of subscription fees. All fees are non-refundable except as required by law or as explicitly stated in our refund policy. We process payments through Stripe and do not store your payment card information.

Billing

By providing payment information, you:

  • Authorize us to charge applicable fees to your payment method
  • Agree that subscriptions automatically renew unless canceled at least 24 hours before renewal
  • Accept responsibility for all applicable taxes (VAT, sales tax, etc.)
  • Will maintain current and accurate payment information

Cancellation and Refunds

You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period, and you will retain access until then. We do not provide prorated refunds for partial months.

Price Changes

We may change our prices with 30 days advance notice. Price changes will take effect at your next billing cycle after the notice period.

7. Disclaimers and Warranties

THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • Merchantability or fitness for a particular purpose
  • Non-infringement of third-party intellectual property rights
  • Accuracy, reliability, completeness, or quality of AI-generated content
  • Uninterrupted, timely, secure, or error-free operation
  • Correction of defects or errors in the Services

AI-Generated Content Disclaimer

AI-generated code suggestions may contain errors, bugs, security vulnerabilities, performance issues, or intellectual property concerns. The AI may produce incorrect, incomplete, or non-functional code. You are solely responsible for:

  • Reviewing and understanding all generated code before use
  • Testing generated code thoroughly before deployment to production
  • Ensuring generated code complies with applicable laws and regulations
  • Verifying that generated code does not infringe third-party rights
  • Any damages or losses resulting from use of AI-generated code
  • Reviewing and understanding all generated code before use
  • Testing generated code thoroughly before deployment to production
  • Ensuring generated code complies with applicable laws and regulations
  • Verifying that generated code does not infringe third-party rights
  • Any damages or losses resulting from use of AI-generated code

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APILIUM CORP OU SHALL NOT BE LIABLE FOR:

  • Any indirect, incidental, special, consequential, or punitive damages
  • Loss of profits, revenue, data, goodwill, or business opportunities
  • Cost of procurement of substitute goods or services
  • Damages resulting from use, misuse, or inability to use our Services
  • Damages arising from AI-generated content, code, or suggestions
  • Damages caused by unauthorized access to your account or data
  • Third-party actions, products, services, or content

OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED EUROS (€100).

Some jurisdictions do not allow limitation of liability for certain damages. In such cases, our liability shall be limited to the maximum extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Apilium Corp OU, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

  • Your use or misuse of the Services
  • Your violation of these Terms or applicable law
  • Your violation of any third-party rights, including intellectual property rights
  • Your code, content, or data submitted through the Services
  • Your use of AI-generated code in ways that cause harm to third parties

10. Termination

Termination by Apilium

We may suspend or terminate your access to the Services immediately, with or without notice, for:

  • Violation of these Terms or our Acceptable Use Policy
  • Fraudulent, abusive, illegal, or harmful activity
  • Non-payment of fees after notice and reasonable cure period
  • Extended inactivity (accounts inactive for more than 12 months)
  • Risk to other users, our systems, or third parties

Termination by You

You may terminate your account at any time through your account settings or by contacting support. Upon termination, you will lose access to your account and any associated data.

Effect of Termination

Upon termination, your right to use the Services ceases immediately. We will delete your account data within 30 days, except for data we must retain for legal or legitimate business purposes. Sections 5, 7, 8, 9, and 11 survive termination.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Estonia, without regard to conflict of law principles.

YOU AND APILIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER OR REPRESENTATIVE.

Dispute Resolution

We prefer to resolve disputes amicably. Before initiating formal proceedings, you agree to contact us at [email protected] to attempt resolution within 60 days.

If we cannot resolve the dispute informally, any controversy shall be resolved through binding arbitration in Tallinn, Estonia, conducted in English under ICC Rules.

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or prevent irreparable harm.

12. General Provisions

These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and Apilium Corp OU.

Our failure to enforce any provision does not constitute a waiver of that provision or our right to enforce it later.

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations freely in connection with a merger, acquisition, or sale of assets.

Legal notices must be sent to [email protected] for Apilium. We will send notices to your registered email address.

Neither party shall be liable for delays or failures due to causes beyond reasonable control (force majeure).

13. Contact Information

For questions about these Terms or our Services, contact us:

Company: Apilium Corp OU

Registry: Estonian Commercial Register

Address: Tallinn, Estonia

Legal inquiries: [email protected]

General support: [email protected]

Security issues: [email protected]