Terms of Service

1. Who these Terms apply to

The Service is offered to businesses and professionals, not to consumers. You may use it only if you are at least 18 years old and able to enter into a binding contract.

If you use the Service on behalf of a company or another organization (an “Organization”), you confirm that you have the authority to bind it to these Terms, and “you” means both you and that Organization. An Organization is responsible for everything its members do with the Service.

2. The Service

Factorik lets you define software agents (each an “Agent”) that work on source code repositories you connect. An Agent starts when something you chose happens (for example an issue, a failed build, a schedule, an incoming webhook or a message), works in an isolated environment using the tools and credentials you granted it, and produces results such as code changes, pull requests, reviews, comments, summaries and proposals.

Early access. The Service is new and is offered in early access. Features may change, be limited, or be withdrawn at any time; access may require an invitation; and the Service may contain defects. Features described as beta, preview or experimental are provided as they are, without any commitment that they will continue or become generally available.

3. Accounts and Organizations

You must give accurate information when you create an account and keep it up to date. You are responsible for keeping your sign-in details secret, for every person you invite to your Organization, and for everything done through your account, whether or not you authorized it. Tell us at once at [email protected] if you believe your account has been used without your permission.

A decision made in the Service by a member of your Organization (approving a merge, building a proposal, changing an Agent or a merge policy), including one made through a connected messaging tool, is your Organization’s decision.

4. Repositories, tools and services you connect

The Service works by connecting to services that others provide and that you choose: your source code host, AI model providers, messaging tools, and any tool or data source you grant to an Agent (together, “Connected Services”). When you connect one, you instruct us to access it, and to send data to it and receive data from it, on your behalf.

• You confirm that you have every right and permission needed to connect each Connected Service and each repository, and to let Agents read, change and send their contents.
• AI processing runs on your own AI provider account. Agents send your instructions, source code and other content to the AI model provider your Organization connected, using your Organization’s credentials. Your agreement with that provider, not these Terms, governs how it handles that content and what it charges you.
• You are responsible for every fee a Connected Service charges, including AI usage that Agents incur. Agents can run often and for long, and can use a significant amount of paid AI usage. The cost figures shown in the Service are estimates; your provider’s invoice is what counts.
• Connected Services are not ours. We do not control them, we make no promise about them, and we are not responsible for their availability, their security, their acts or omissions, or for changes they make that affect the Service.
• Grant an Agent only the access its job needs. Wherever a read-only or least-privilege credential exists, use it. You are responsible for the scope of every credential you provide.

5. Autonomous Agents and your responsibility

Agents act autonomously. Once you define an Agent, it can run without anyone watching, and within the access you gave it, it can read and change source code, run commands, call the tools you granted, open pull requests, post comments and reviews, and, at a level of autonomy that allows it, merge changes into your repository. You are solely responsible for the Agents you configure and for everything they do.

In particular, you are responsible for:

• each Agent’s instructions, triggers, tools, credentials and limits, each repository’s merge policy, and the level of autonomy each Agent works at, including every decision to let an Agent merge its own changes, whether made by a person or by automatic promotion that your Organization turned on;
• reviewing, testing and validating every change before you rely on it, deploy it or let it reach production, with a person’s review wherever the stakes call for one;
• your own safeguards: branch protection, required checks, access controls, staged roll-outs, monitoring, and current backups of your code and data;
• everything that follows from a change an Agent made or that was merged through the Service, including outages, defects, security vulnerabilities, data loss or corruption, and costs; and
• the content Agents read. Text in issues, pull requests, messages, web pages and files can contain instructions meant to mislead an AI system. We take measures against this, but we cannot guarantee that an Agent will never be influenced by content it processes.

The Service includes controls meant to reduce risk, such as isolated environments, merge policies, protected paths, size limits, agent reviews, approvals, autonomy levels, and the watching of merged changes for problems. An Agent’s record, level or promotion describes what it did in the past and is not a prediction or a promise of what it will do next; the Service may not detect every problem a change causes, and may detect it only after harm is done. They are aids. They are not guarantees, they do not replace your own judgment and safeguards, and a change that passed every one of them may still be wrong, unsafe or harmful.

6. Output

“Output” means anything Agents or the Service generate for you: code, changes, pull requests, reviews, verdicts, diagnoses, summaries, proposals, drafts of Agents, and any action taken in producing them.

• Output can be wrong. It is produced by AI models and may be inaccurate, incomplete, insecure, out of date or unsuitable for your purpose, even when it looks correct and its tests pass. You must evaluate Output yourself before relying on it, and you use it at your own risk.
• Reviews are not exhaustive. A code review, security review, diagnosis or verdict from an Agent is an aid that may miss problems. It is not an audit, a certification or professional advice.
• Output may not be unique or free of others’ rights. AI models can produce the same or similar output for different customers, and Output may resemble or contain third-party material, including open-source code under its own license. You are responsible for checking that your use of Output respects others’ rights and license terms.
• Ownership. As between you and us, you keep all rights in your content, and we assign to you whatever right, title and interest we may have in Output generated for you. We make no promise that Output can be protected by intellectual property law, and you get no rights in output generated for anyone else.

7. Acceptable use

You will not, and will not let anyone else:

• use the Service on code, repositories, systems or data that you have no right to access or to change;
• use the Service to build or spread malware, to attack, probe or disrupt any system without its owner’s permission, to break any law, or to infringe or misappropriate anyone’s rights;
• submit data that is subject to special legal protection (such as health information, payment card data, government identifiers or children’s data) unless we have agreed to it in writing;
• break out of, or interfere with, the environments Agents run in, use them for anything other than the Agent’s work (for example mining cryptocurrency, hosting or relaying traffic), or get around any limit, quota or security measure of the Service;
• copy, modify, reverse engineer, decompile or try to extract the source code, prompts or internal workings of the Service, except where the law gives you a right we cannot exclude;
• resell, sublicense or offer the Service to others, share an account, or use the Service to build a competing product or to train an AI model;
• scrape the Service, or load it in a way that degrades it for others; or
• use the Service in breach of the terms of a Connected Service, or of export control or sanctions law.

We may investigate suspected breaches, and may suspend or remove an Agent, a run, content or an account that we reasonably believe breaches this section or endangers the Service or anyone else.

8. Your content

“Your Content” is everything you or your Connected Services provide to the Service: source code and repository contents, issues, messages, instructions, rules, feedback on Agents’ work, credentials, and data reached through the tools you grant.

• License to us. You give us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Your Content and Output as needed to provide, secure, support and improve the Service, and to send them to the Connected Services you chose.
• No model training. We do not use your source code to train AI models. How your AI provider treats what Agents send it is set by your agreement with that provider.
• Operating the Service. Our authorized personnel and automated systems may access records of runs, including Your Content in them, where needed to operate, secure, troubleshoot, support and improve the Service, or to comply with the law.
• Usage data. We may collect and use data about how the Service is used and performs (such as run counts, durations, outcomes and error rates) for any lawful purpose, as long as we do not disclose it in a form that identifies you or reveals Your Content.
• Your promises. You confirm that you have all the rights needed to give us Your Content, and that Your Content and our use of it under these Terms break no law and no one’s rights. You are responsible for keeping your own copies: the Service is not a backup.

9. Our rights and your feedback

We and our licensors own the Service, including its software, design, agent presets, documentation, names and logos, and all improvements to them. These Terms give you a limited, revocable, non-exclusive, non-transferable right to use the Service for your internal business purposes while you comply with them, and nothing more.

If you send us suggestions or feedback about the Service, we may use them freely and without any obligation to you.

10. Fees

If a part of the Service is offered for a fee, the price and payment terms will be shown to you before you are charged, and by continuing you agree to them. Unless we say otherwise, fees are non-refundable, are exclusive of taxes, and may change on notice for a later billing period. Charges from Connected Services, including your AI provider, are always yours and are never included in our fees.

11. Confidentiality

Each of us may receive information from the other that is marked or would reasonably be understood as confidential. The receiving party will use it only to perform or to use the Service under these Terms, will protect it with reasonable care, and will not disclose it except to its personnel and providers who need it and are bound to protect it, or where the law requires. This does not cover information that is public, was already known, was developed independently, or was lawfully received from someone else.

12. Privacy and personal data

Our Privacy Policy explains how we handle personal data. Where Your Content contains personal data about other people, you are the party responsible for it under data protection law and we process it on your behalf and on your instructions. You confirm that you have a lawful basis and every notice and consent needed to make it available to the Service and to the Connected Services you chose, and you are responsible for answering requests from the people it concerns.

13. Changes, suspension and termination

We may change, limit or discontinue the Service or any part of it at any time. We may suspend or end your access at once if you breach these Terms, if your use creates a risk for the Service or for others, if a Connected Service or the law requires it, or if we stop offering the Service; and otherwise at any time on reasonable notice. We are not liable to you for doing so.

You may stop using the Service at any time and may ask us to close your account by writing to [email protected]. Before you leave, disconnect the Service from your repositories and Connected Services and revoke the credentials you gave it.

When your access ends, your right to use the Service ends, and we may delete Your Content and your Organization’s data. Sections that by their nature should outlast these Terms do so, including those on your responsibility for Agents, Output, acceptable use, our rights, fees owed, confidentiality, disclaimers, limits of liability, indemnity and governing law.

14. Disclaimers

THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT THE LAW ALLOWS, FACTORIK AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

Without limiting that, we do not warrant that the Service will be uninterrupted, timely, secure or free of errors; that Output will be accurate, complete, secure, working or fit for any purpose; that an Agent will do what you intended, do only that, or do it every time; that any safeguard of the Service will prevent a harmful change from being made or merged; that defects will be corrected; or that Your Content will not be lost. Any description of how the Service or an Agent behaves is a description of its design, not a guarantee of a result. You use the Service and rely on Output entirely at your own risk.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS: (A) FACTORIK, ITS OWNERS, AFFILIATES, PERSONNEL, LICENSORS AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, COST OF SUBSTITUTE SERVICES, DOWNTIME, OR DAMAGE TO CODE, SYSTEMS OR PRODUCTION ENVIRONMENTS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF TOLD THAT THEY WERE POSSIBLE; AND (B) THEIR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID FACTORIK FOR THE SERVICE IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND ONE HUNDRED US DOLLARS (US$100).

This includes, without limitation, any loss arising from a change an Agent made or that was merged through the Service, from Output, from the acts or failures of a Connected Service, from charges by your AI provider or any other third party, or from unauthorized access to your account or credentials that was not caused by our own breach of these Terms.

These limits apply even if a remedy fails of its essential purpose, and they are a fundamental part of the bargain between us: the Service would not be offered without them. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under the applicable law, such as liability for deliberate wrongdoing or for bodily injury.

16. Indemnity

You will defend, indemnify and hold harmless Factorik and its owners, affiliates, personnel and providers from and against every claim, demand, loss, liability, damage, fine, cost and expense (including reasonable legal fees) arising out of or relating to: (a) Your Content; (b) the Agents you configure and what they do, including any change they made or that was merged into a repository; (c) your use of Output; (d) your use of a Connected Service or your breach of its terms; (e) your breach of these Terms or of any law; or (f) a dispute between you and a member of your Organization or any third party. We may take sole control of the defense of any such claim at our own cost, and you will cooperate with us.

17. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or relating to them or to the Service, are governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. The competent courts of Tel Aviv-Jaffa, Israel, have exclusive jurisdiction over any such dispute or claim, and you and we each submit to that jurisdiction and waive any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Even so, we may ask any court of competent jurisdiction for an injunction or other urgent relief to protect our intellectual property, our confidential information or the security of the Service.

To the extent the law allows, disputes will be resolved individually and not as part of a class or representative action, and any claim relating to the Service must be brought within one year after the event that gave rise to it.

18. Changes to these Terms

We may update these Terms from time to time. When we do, we will post the new version on this page and change the effective date above; where a change is material, we will also take reasonable steps to tell you, such as an email or a notice in the Service. The updated Terms apply from their effective date. If you keep using the Service after that date, you accept them; if you do not agree, stop using the Service.

19. General

• Whole agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and replace any earlier understanding. If we sign a separate written agreement with you for the Service, that agreement prevails where the two conflict.
• Assignment. You may not transfer these Terms or your rights under them without our written consent. We may transfer ours, including as part of a merger, an acquisition or a sale of assets.
• Severability and waiver. If a provision is found unenforceable, it will be enforced as far as the law allows and the rest stays in force. Not enforcing a provision is not a waiver of it.
• Events beyond our control. We are not responsible for a failure or delay caused by something outside our reasonable control, including failures of Connected Services, hosting or network providers, attacks, war, hostilities, labor disputes, acts of government or natural events.
• Relationship. You and we are independent contractors. These Terms create no partnership, agency or employment, and give no rights to anyone who is not a party to them.
• Trade rules. You may not use the Service if you are located in, or are a resident or national of, a country or a person subject to applicable sanctions or export restrictions.
• Notices. We may send you notices by email to the address on your account or through the Service, and you agree to receive them electronically. Send notices to us at [email protected].
• Language. These Terms are written in English. If they are translated, the English version prevails.

20. Contact

Questions about these Terms, or about the Service: [email protected].