Terms of Service

These Terms of Service (these "Terms") describe the terms and conditions by which you may access and/or use the Visual Studio Code extension, CLI, and any other software application, plugin or extension provided on https://sypha.ai or otherwise by Sypha AI Private Limited (including its successors and assigns, "Sypha AI," "we," "our," or "us") that uses AI models to write, edit, and build software ("Sypha AI Extensions and CLI"), and the website(s), including https://sypha.ai and any successor URL(s), and any and all related software, documentation, and online, mobile-enabled, and/or digital services that link to these Terms (collectively, the "Service"). By accessing and/or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Policy.

Please read these terms carefully to ensure that you understand each provision.

Section 1: How We Administer the Service

1.1 Eligibility

This is a contract between you and Sypha AI. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable laws. Any access to, or use of, the Service by anyone who is a minor (under 13 in most jurisdictions) is strictly prohibited and in violation of these Terms.

1.2 User Accounts

You may sign up for an account on the Service (your "User Account"). Your User Account may give you access to certain services and functionalities. You acknowledge that you do not own your User Account, nor do you possess any rights to data stored by us on the servers running the Service.

1.3 Account Security

You are solely responsible for the activity that occurs on your User Account. You will keep your account credentials secure and will not share them with anyone else. You will notify us immediately of any breach of security or unauthorized use of your User Account.

Section 2: Access to the Service

2.1 License Grant

Subject to your compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right and license to access and use the Service, solely for your personal use or internal business purposes, strictly as permitted by the features of the Service.

2.2 Restrictions and Acceptable Use

You will not do, and will not assist, permit, or enable any third party to:

• Reverse engineer, disassemble, or decompile any part of the Service
• Use the Service to develop competing products or services
• Use any automated means to access the Service in a manner that sends excessive requests
• Use the Service for any illegal activities or to violate any third-party rights
• Transmit spam, viruses, or other harmful content through the Service
• Impersonate another person or entity

Section 3: User Content and AI Processing

3.1 Ownership of User Content

As between you and Sypha AI, you retain all right, title, and interest in every line of code, prompt, response, file, or other material you upload to, generate with, or otherwise make available through the Service ("User Content"). Important: If you install the Sypha AI Extensions or CLI and direct all model calls through infrastructure you control (using your own API keys), Sypha AI does not receive or store your input tokens, output tokens, underlying code, or without your consent.

3.2 License You Grant to Us

You grant to Sypha AI a limited right and license to use your user content solely to: provide, maintain, troubleshoot, and secure the Service; improve and develop the Service (only with de-identified or aggregated data); comply with law, enforce these Terms, and protect the Service and its users.

3.3 AI Output Limitations

You acknowledge that AI suggestions are generated automatically by machine learning technology and may:

• Contain errors or misleading information
• Be similar to suggestions provided to other customers
• Require human review for accuracy
• Not be unique across users

You are responsible for evaluating and bearing all risks associated with the use of any AI suggestions.

Section 4: Payment Terms (If Applicable)

4.1 Free and Paid Services

Certain aspects of the Service may be provided for free, while others may require payment of fees ("Fees"), such as purchasing usage credits ("Credits") on a one-time or recurring basis.

4.2 Billing Policies

• All Fees must be paid in advance
• Payment obligations are non-cancellable once incurred
• Fees paid are non-refundable except as required by law
• You are responsible for all applicable taxes

4.3 Subscription Plans

Subscriptions automatically renew unless cancelled at least 24 hours before renewal. You can cancel through your account settings or by contacting support@sypha.ai.

Section 5: Third-Party Services

The Service may enable you to connect with third-party AI providers (such as OpenAI, Anthropic, Google). Your use of third-party services is subject to their respective terms and conditions. We do not control and are not responsible for third-party services.

Section 6: Intellectual Property

6.1 Our Property

We (or our licensors) own all rights, title, and interest in the Service, including all software, algorithms, and intellectual property underlying the Service.

6.2 Your Content

You retain ownership of your User Content. We assign to you all of our rights in AI suggestions generated for you.

Section 7: Privacy

By using the Service, you acknowledge that we may collect, use, and disclose your personal information as set forth in our Privacy Policy.

Section 8: Disclaimers and Limitation of Liability

8.1 Disclaimers

The Service is provided "as is" and "as available." We disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Limitation of Liability

In no event will we be liable for any indirect, incidental, special, consequential, or punitive damages. Our total liability to you will not exceed the amount you paid to us in the six months before the claim or $100, whichever is greater.

8.3 Data Storage and Backups

We do not guarantee the storage, backup, or retention of any code, files, or other content you create, upload, or process through the Service. You are solely responsible for maintaining copies and backups of your User Content. We disclaim any liability for any loss, corruption, or deletion of data, whether accidental or otherwise.

Section 9: Termination

You may deactivate your account at any time. We may terminate your access to the Service with or without notice. Upon termination, these Terms continue to apply to both parties.

Section 10: General Provisions

10.1 Governing Law

These Terms will be governed by the laws of the State of Maharashtra, India, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes will be resolved through binding arbitration, except for small claims court matters.

10.3 Changes to Terms

We may modify these Terms from time to time. We will provide notice of material changes and your continued use constitutes acceptance.

Section 11: Definitions

11.1 "Developer" or "Sypha AI" means Sypha AI Private Limited, a company incorporated under the laws of India, with its registered office at Unit No. 8, Trade World, 4th Floor, B-Wing, Kamala City, Delisle Road, Mumbai, Maharashtra, India, 400013.

11.2 "Plugin" means the Sypha AI plugin/extension for JetBrains IDEs (including IntelliJ IDEA, PyCharm, WebStorm, GoLand, and other JetBrains Products), version 3.0.4 and any subsequent versions, made available by Sypha AI via JetBrains Marketplace or directly through https://sypha.ai.

11.3 "JetBrains Product" means any JetBrains integrated development environment or software product with which the Plugin is designed to operate.

11.4 "You" or "User" means the individual or legal entity installing or using the Plugin.

11.5 "Confirmation" means an email from Sypha AI confirming Your rights to use a paid Plugin and containing information about Your license or Subscription.

11.6 "Subscription" means Your right to use the Plugin during a Subscription Period, purchased via the Sypha AI website. Pricing details are available at https://sypha.ai.

11.7 "Subscription Period" means the subscription period described in Your Confirmation.

11.8 "Fallback Version" means the most recent Plugin version made available for public purchase prior to the date falling twelve (12) months before Your Subscription expired.

11.9 "Documentation" means any technical documentation or usage guides made available by Sypha AI at https://sypha.ai or on the JetBrains Marketplace plugin page.

11.10 "Site" means https://sypha.ai.

Section 12: License Grant

12.1 Subject to Your compliance with this EULA and, where applicable, payment of applicable Subscription fees, Sypha AI hereby grants You a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to install and use the Plugin solely for Your personal or internal business purposes, in conjunction with a compatible JetBrains Product, for the duration of Your Subscription Period (or perpetually for free tiers, as applicable).

12.2 If the Plugin is provided with a Fallback license according to Your Confirmation, following the expiration of the Subscription Period without renewal, Your license to use the Plugin shall continue on a perpetual, royalty-free, non-exclusive, non-transferable basis with respect to the Fallback Version only, provided You paid applicable Subscription fees for at least the preceding 12 months in full and without interruptions, and remain in compliance with this EULA.

12.3 The Plugin is licensed, not sold. No title or ownership of the Plugin or any intellectual property contained therein is transferred to You.

Section 13: Restrictions

You shall not, and shall not permit any third party to:

• (a) Copy, reproduce, distribute, republish, download, display, post, or transmit the Plugin in any form or by any means, except as expressly permitted under this EULA;
• (b) Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Plugin, in whole or in part;
• (c) Modify, translate, or create derivative works based on the Plugin;
• (d) Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the Plugin;
• (e) Remove, alter, or obscure any proprietary notices, labels, or marks on the Plugin, including any copyright, trademark, or attribution notices;
• (f) Use the Plugin to develop a competing product or service;
• (g) Use the Plugin in any manner that violates applicable laws, regulations, or third-party rights;
• (h) Use the Plugin to transmit malicious code, harmful components, or engage in unauthorized data collection.

Section 14: Intellectual Property

14.1 The Plugin and all copies thereof are proprietary to Sypha AI and title thereto remains in Sypha AI. All applicable rights in all copyrights, trademarks, trade secrets, patents, and other intellectual property rights in or associated with the Plugin are and shall remain the property of Sypha AI or its licensors. You have no rights in the Plugin other than the limited use rights expressly set forth in this EULA.

14.2 You acknowledge that no title to the intellectual property in the Plugin is transferred to You, and You will not acquire any rights to the Plugin except for the limited use rights specified in this EULA.

14.3 Feedback. If You provide any feedback, suggestions, or recommendations regarding the Plugin ("Feedback"), You hereby assign to Sypha AI all rights in such Feedback, and Sypha AI shall be free to use, disclose, reproduce, and exploit such Feedback without restriction or compensation to You.

Section 15: Third-Party Notices and Open Source Attributions

15.1 Portions of the Plugin are derived from Kilo Code (formerly Roo Code), an open-source project available at https://github.com/Kilo-Org/kilocode. Those portions are used pursuant to the Apache License, Version 2.0 ("Apache 2.0 License").

15.2 In compliance with Section 4 of the Apache 2.0 License, Sypha AI hereby provides the following notices:

• The original copyright notices and attribution for Kilo Code are retained in Sypha AI's internal source and in the bundled THIRD_PARTY_LICENSES file included in the Plugin package.
• Modified files from the original Kilo Code source carry prominent modification notices in Sypha AI's internal codebase.
• The full text of the Apache License, Version 2.0 is reproduced in Appendix A of this document.

15.3 Except as described in Section 15.1, all other portions of the Plugin, including all features, services, integrations, UI/UX, and backend infrastructure developed by Sypha AI, are proprietary and are not licensed under Apache 2.0 or any open-source license.

15.4 The name "Kilo Code," its logos, and associated trademarks are the property of their respective owners. Sypha AI's use of Kilo Code's underlying code does not grant Sypha AI any rights to those trademarks, and Sypha AI makes no claim thereto.

15.5 The Plugin may also integrate with or invoke third-party AI model providers (such as Anthropic, OpenAI, Google, and others). Your use of such third-party services is governed solely by those providers' own terms of service. Sypha AI is not responsible for the conduct, availability, or output of third-party AI providers.

Section 16: Subscription and Payment

16.1 The Plugin may be available under free, paid subscription, or enterprise licensing tiers, as described at https://sypha.ai.

16.2 All Subscriptions, including individual, team, and enterprise plans, are purchased exclusively through the Sypha AI website at https://sypha.ai. JetBrains Marketplace is a distribution channel for the Plugin only and is not involved in billing or subscription management for Sypha AI's plans.

16.3 Your contractual and billing relationship for Subscription purchases is solely with Sypha AI Private Limited. JetBrains is not a party to any payment or subscription transaction.

16.4 All fees are non-refundable except where required by applicable law or as expressly stated in Sypha AI's Refund & Cancellation Policy, available at https://sypha.ai.

16.5 Subscriptions automatically renew unless cancelled at least 24 hours before the end of the current Subscription Period via your account or by contacting support@sypha.ai.

Section 17: Privacy and Data

17.1 Use of the Plugin involves the processing of certain data, including usage telemetry and, where You use Sypha AI's hosted model infrastructure, code snippets submitted to AI models. Sypha AI's handling of such data is governed by the Sypha AI Privacy Policy.

17.2 If You configure the Plugin to use your own API keys and direct all model calls through infrastructure You control, Sypha AI does not receive or store your input or output tokens or underlying code, except as otherwise stated in the Privacy Policy.

17.3 You acknowledge that by using the Plugin, You may be transmitting code and other data to third-party AI model providers. You are responsible for ensuring such transmission complies with any confidentiality obligations or data protection requirements applicable to You.

Section 18: Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLUGIN IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. SYPHA AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Sypha AI does not warrant that:

• The Plugin will meet Your requirements or expectations;
• The Plugin will be uninterrupted, timely, secure, or error-free;
• Any AI suggestions or outputs will be accurate, reliable, or unique;
• Any defects or errors will be corrected.

YOU USE THE PLUGIN ENTIRELY AT YOUR OWN RISK.

Section 19: Limitation of Liability

19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYPHA AI, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYPHA AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 JETBRAINS IS NOT A PARTY TO THIS EULA. JETBRAINS BEARS NO RESPONSIBILITY OR LIABILITY WHATSOEVER WITH RESPECT TO THIS EULA, THE PLUGIN, OR YOUR USE THEREOF.

Section 20: Term and Termination

20.1 This EULA is effective from the date You install or first use the Plugin and continues until terminated.

20.2 Sypha AI may terminate this EULA immediately upon written notice if You breach any material provision of this EULA and fail to cure such breach within 14 days of notice.

20.3 Upon termination: (a) all licenses granted hereunder immediately terminate; (b) You must cease all use of the Plugin and delete all copies in Your possession; (c) Sections 13, 14, 15, 18, 19, 21, and 22 shall survive termination.

20.4 Termination of this EULA shall not affect any payment obligations accrued prior to the date of termination.

Section 21: Governing Law and Dispute Resolution

21.1 This EULA shall be governed by and construed in accordance with the laws of the State of Maharashtra, India, without regard to its conflict of law provisions.

21.2 Any disputes arising out of or in connection with this EULA shall first be attempted to be resolved through good-faith negotiations between the parties. If not resolved within 30 days of written notice, disputes shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration in Mumbai, Maharashtra.

21.3 Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

Section 22: General Provisions

22.1 Entire Agreement. This document, comprising the Terms of Service and the JetBrains Plugin EULA, together with the Privacy Policy and the Refund & Cancellation Policy (both accessible at https://sypha.ai), constitutes the entire agreement between You and Sypha AI with respect to the Service and the Plugin, and supersedes all prior or contemporaneous agreements, representations, and understandings.

22.2 Severability. If any provision of this document is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

22.3 No Waiver. Failure by Sypha AI to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future.

22.4 Amendments. Sypha AI reserves the right to modify this document from time to time. Material changes will be communicated via the Site or via the Plugin. Continued use of the Service or Plugin after such changes constitutes Your acceptance of the updated terms.

22.5 JetBrains Not a Party. JetBrains s.r.o. is not a party to this EULA. JetBrains is not responsible for the Plugin, its content, or Your use thereof, and has no obligations to You under this document. Any support, warranty, or liability obligations are solely those of Sypha AI Private Limited.

22.6 Contact.

Appendix A: Apache License, Version 2.0

Reproduced in compliance with Section 4(a) of the Apache License, Version 2.0, for the Kilo Code portions incorporated into the Sypha AI JetBrains IDE Plugin.

Apache License
Version 2.0, January 2004
http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.

"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity.

"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.

"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Work" shall mean the work of authorship made available under the License.

"Derivative Works" shall mean any work that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship.

"Contribution" shall mean any work of authorship submitted to the Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner.

"Contributor" shall mean Licensor and any Legal Entity on behalf of whom a Contribution has been received by Licensor and incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

(a) You must give any other recipients of the Work or Derivative Works a copy of this License; and

(b) You must cause any modified files to carry prominent notices stating that You changed the files; and

(c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work; and

(d) If the Work includes a "NOTICE" text file, You must include a readable copy of the attribution notices contained within such NOTICE file in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation; or within a display generated by the Derivative Works.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution submitted for inclusion in the Work shall be under the terms and conditions of this License.

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work.

7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or exemplary damages of any character arising as a result of this License or out of the use or inability to use the Work.

9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License.

END OF TERMS AND CONDITIONS

Full license text: http://www.apache.org/licenses/LICENSE-2.0