Terms of Service

Updated 13 November 2026.

These Terms of Service, Product Addendum A and Orders entered under them form the “Agreement” between Commonplane, Inc. dba Perfloop (“Perfloop,” “we,” or “us”) and “Customer.” Customer is the organization on whose behalf the representative accepts or, if accepting for themselves, that individual. The representative confirms legal capacity and authority to bind Customer. Use under these Terms is for Customer's trade, business or profession, not personal, family or household purposes. The Agreement takes effect on the representative's affirmative acceptance (the “Effective Date”) and governs Customer's use of the Services and perfloop.ai (the “Site”). Merely visiting the Site, accepting an invitation or signing in does not create or amend this Agreement. Invited users use the agreement already governing their Customer; existing Customers keep their agreement until valid replacement acceptance. Nothing excludes a right that applicable law makes non-waivable.

Self-serve is offered only to Customers based in the United States for business or professional use. The accepting representative and Authorized Users must be at least 18 years old. This self-serve eligibility limit does not restrict a Customer governed by a separate signed agreement to the United States; that agreement and applicable law govern its eligibility.

Services governed by a separate signed master services or cloud services agreement remain governed by that agreement, including its amendment and precedence rules. These Terms do not supplement or amend it unless it expressly incorporates them. An Order entered under these Terms overrides them only by identifying the provision replaced and its replacement. A data processing addendum controls only conflicts about its subject matter. Addendum A controls the self-serve provisions it expressly addresses. Customer purchase-order or procurement terms do not amend this Agreement.

The Privacy Policy describes personal-information processing; acknowledgment of that notice is not consent to every processing purpose. Where a data processing agreement is required, the parties must enter one before the relevant processing. A DPA actually entered under this Agreement controls that processing as Section 2.4 provides. The Security & Data Access page describes technical access.

Definitions

“Access Protocols” means passwords, access codes, technical specifications, connectivity standards or protocols, and other procedures needed to access the Services. “Authorized User” means an individual employee, contractor, or other individual Customer authorizes to access the Services under this Agreement, including to scope, direct, review, and approve Cases and related Output. Customer-authorized software agents act as described in Addendum A.1.

“Customer Data” means content Customer or its Authorized Users provide or authorize Perfloop to obtain from their connected systems, including code, telemetry, files, configuration and submitted instructions (“Inputs”), and results Perfloop delivers to Customer through the Services (“Output”), including delivered Case findings, proof results, patches, pull requests and review comments. It excludes Service Data as such. “Service Data” means Perfloop's internal operation and development records and technology, including session transcripts, system prompts, internal agent memories, learnings, intermediate reasoning, tools and workflows not delivered as Output. Viewing selected information in a diagnostic surface does not make the whole underlying record a delivered result.

Customer Data embedded in Service Data remains Customer Data; the containing transcript or internal record does not thereby become Customer Data as a whole. These definitions do not transfer Customer's or a third party's rights, change a processing role under law, or exclude any legally required access, return or portability. “Aggregated Data” means aggregate, de-identified information about Customer Data or Service use that does not identify Customer or an individual, reveal Customer Data, or permit its reconstruction. “Personal Data” means information relating to an identified or identifiable person under applicable law, wherever held, including within Service Data.

“Platform” means Perfloop's software-as-a-service platform designed to analyze customer code and telemetry, identify performance debt, correctness bugs and security flaws, propose optimizations and fixes, and test proposed changes with measured before-and-after experiments or other tests. Where Customer connects production telemetry and a change includes a post-deployment telemetry check, the Platform can also check that change's impact in production. It includes updates, revisions, improvements, user interfaces, and related technology Perfloop makes available under this Agreement. “Services” means provision of the Platform and any other services specified in an Order.

“Documentation” means Perfloop-provided user documentation for the Services and Platform, including manuals and online help. “Intellectual Property Rights” means copyrights, moral rights, mask work rights, trademark and service mark rights, trade secret rights, patents and industrial property rights, design and other proprietary rights, and their registrations, applications, renewals, extensions, and reissues worldwide.

“Order” or “Order Form” means an ordering document entered under these Terms and signed by both parties, or an Admin-authorized one-time self-serve Usage purchase, including a refill under valid A.4 consent. Signup and free Usage are not outstanding Orders for Section 9.2. A self-serve Order is outstanding while its payment is pending or unresolved, or its purchased Usage remains unconsumed and has not been refunded, reversed or otherwise lawfully discharged; no disputed payment may be left unresolved to evade applicable termination or refund rights. “Order Term” means the stated service term for a signed Order. Account access continues independently of any promotional period or top-up authorization. “AI Tools” and “Third-Party Services” are defined in Section 1.4; “Usage” in A.2.

1. Provision of Services

1.1 Orders. Each Order entered under these Terms is incorporated into this Agreement and follows the single precedence rule at the start of these Terms. A checkout or refill does not itself amend that rule or the agreement applicable to previously purchased Usage.

1.2 License to Platform. Subject to Customer's payment of Fees and compliance with this Agreement, Perfloop grants Customer a non-exclusive, non-transferable license during account access for Authorized Users to use the Platform for the Services in accordance with the Documentation. Customer may reproduce a reasonable number of Documentation copies to support that use. Use is for Customer's lawful business activities, including authorized client work and open-source contributions; this does not permit resale of Platform access. Sections 1.2 and 2.1 do not prohibit authorized use, modification or distribution of Customer Data or Output, subject to third-party rights. No other express or implied license is granted.

1.3 Customer Access Authorization. Customer authorizes access to its designated repositories and connected telemetry to provide the Services. Perfloop may publish proposed changes and measured results under Customer's requests and settings; not every finding is a proved improvement. Customer must review and test Output before reliance, merge or deployment and is responsible for changes it makes or authorizes, not for Perfloop's breach. Perfloop does not merge or deploy Customer changes. Publication may be automatic where enabled; it is not Customer approval to merge. Addendum A.5 governs diff review and repository audiences.

1.4 Artificial Intelligence Tools. The Services include artificial intelligence tools designed to analyze code, telemetry and system architecture for performance, correctness and security and propose optimizations and fixes (“AI Tools”). They may use third-party large language models, algorithms and platforms (“Third-Party Services”) to process Inputs and produce Output. Inputs and delivered Output are Customer Data as defined above. Internal model exchanges, session transcripts, system prompts, agent memories and learnings are Service Data, not Output merely because an AI Tool generated them.

Output may be inaccurate, incomplete or unsuitable. Measurements concern only the tested code, environment and conditions; they do not guarantee a result in Customer's environment. Perfloop does not warrant ownership, copyrightability, title, non-infringement or fitness of Output, and Customer must exercise its own judgment. These disclaimers allocate risk only between the parties, subject to Section 6 and applicable law. They do not bind third parties or excuse breach of an express confidentiality, security, data-processing, authorization, payment or indemnity duty in this Agreement. Perfloop remains responsible for its own contractual obligations and its own agents.

2. Customer Restrictions and Responsibilities

2.1 Restrictions. Except as expressly permitted by applicable law or this Agreement, Customer will not, and will not permit others to: give anyone other than Authorized Users access to the Platform or Documentation; modify, adapt, alter, or translate them; sublicense, lease, rent, loan, distribute, or transfer them; reverse engineer, decompile, disassemble, or attempt to derive the Platform's source code, underlying ideas, algorithms, structure, or organization; use or copy them except as permitted here; or disclose or transmit data contained in the Platform to anyone other than an Authorized User. Authorized use of Customer Data and Output, including the repository posts in Addendum A.5, is not restricted by the preceding disclosure prohibition. Use must be for a lawful business purpose, not personal, household, or family use.

If applicable law requires a right to decompile for interoperability, Customer must first request the necessary information from Perfloop. Perfloop may provide it or impose reasonable conditions, including a reasonable fee, on such use of the source code to protect its and its suppliers' rights, to the extent permitted by law. No right to obtain Platform source code, data, or other technical material is otherwise granted.

Customer must not misuse the Site or Services, bypass security controls, interfere with operation, probe systems without authorization, upload malicious code, or violate another party's rights. Customer may connect or submit only systems, code, and data it is authorized to use and to permit Perfloop to process.

2.2 Authorized Users' Access. Customer may permit Authorized Users to access the Services as this Agreement allows. User IDs must not be shared or used by more than one Authorized User at a time. Customer must use commercially reasonable efforts to prevent unauthorized access or use and promptly notify Perfloop of known unauthorized use or suspected compromise of account or integration credentials. Customer is responsible for Authorized Users' acts and omissions; their breach of this Agreement is Customer's breach.

2.3 Customer Data and Security. Customer is responsible for changes and deletions it makes or authorizes, its Access Protocols, its Inputs and its use of Output; this does not excuse Perfloop's breach or make Customer warrant Perfloop's unmodified Output. An Admin may request a copy of retained Inputs and delivered Output by emailing legal@perfloop.ai from the account email and identifying the workspace and requested material. Perfloop will verify authority and provide the retained material within 30 calendar days of receipt of a sufficiently identified, authorized request, in its existing usable electronic formats, such as text, JSON and patch files. This is a request handled by staff, not a self-serve download or a migration service. No charge applies to this contractual copy.

The contractual copy does not include internal Service Data, including session transcripts, system prompts, agent memories or learnings. Customer-provided material or a delivered result will not be withheld merely because a copy also appears in an internal record. Request and complete the copy before scheduling deletion; during the recovery period, cancel deletion first. Perfloop need not recreate lawfully purged material. Keep independent backups: ordinary Service backups are not a Customer backup service. This contractual scope and timing do not restrict a mandatory personal-data, processor-return or switching right, its applicable deadline, or a controlling signed agreement. Such requests may also be sent to privacy@perfloop.ai and are assessed for necessary disclosure, redaction and protection of others' rights.

2.4 Data Privacy. Where Perfloop processes Personal Data on Customer's behalf, Customer is controller or processor and Perfloop is processor or subprocessor, as applicable. That rule includes personal data embedded in Service Data. A DPA required by law must govern the processing, including documented instructions, security, breach notice, assistance, subprocessors, return or deletion and transfers. Customer must obtain the rights and legal bases needed for its lawful instructions. Perfloop keeps its own statutory duties. Perfloop separately acts as controller for account administration, billing, fraud prevention and security information it processes for its own purposes, as described in the Privacy Policy; the label Service Data does not establish that role.

2.5 Responsible Use of AI Tools. Customer is responsible for Inputs and its use of Output, must review Output and exercise its own judgment. Customer must not submit or use Inputs or Output that infringe rights, violate law or contain malicious code intended to damage the Platform. Perfloop may protectively suspend affected AI access under Section 9.3; permanent termination follows that section rather than a separate no-cure AI termination right. Customer's other use obligations, warranties and indemnities apply.

3. Ownership

3.1 Perfloop Intellectual Property. As between the parties, Perfloop and its suppliers own the Services, Platform, Documentation, Site, designs, brand materials and their rights in Service Data, including internal record structure, prompts, agent methods, memories and learnings. This reserves only rights they hold; it does not appropriate Customer Data, personal-data rights or third-party material embedded in those records. No right to obtain internal Service Data, Platform source code or other technical material is granted except as law requires. Rights not expressly granted are reserved. Customer may identify Perfloop as its service provider but receives no other trademark license.

3.2 Customer Data. Customer must obtain rights and permissions needed for the processing it authorizes. Customer grants Perfloop a non-exclusive, worldwide, royalty-free, fully paid license to use Customer Data as necessary to provide, secure, support, maintain, improve and diagnose the Services for Customer. The license continues during account access, independently of the availability or consumption of Usage, and afterward only for authorized export, deletion or permitted retention. As between the parties, Customer owns Customer Data and changes to Customer source code created for Customer, subject to background Platform rights, third-party materials and Sections 1.4 and 5.4. Output need not be unique; no rights transfer in similar output independently generated without use or disclosure of Customer's Confidential Information. No Platform tools or third-party rights transfer through Output.

3.3 No AI Training; Improvement. Perfloop will not use Customer Data to train or fine-tune AI models, whether its own or its providers', or authorize providers to do so. Running models to provide or evaluate the Services is not training and grants no training permission. This promise also protects Customer Data embedded in Service Data.

Ownership of Service Data does not bypass the protections in Sections 2.4, 3.2, 3.3 and 7. Customer code, identifiable examples and other protected contents must not enter another customer's context, retrieval, Output or shared memories. Perfloop may reuse generalized methods, prompts, learnings and Aggregated Data only when they do not reveal or permit reconstruction of Customer Data or confidential information. No improvement license authorizes indefinite raw-data retention or survives account termination for new optional use; lawful retained copies remain limited to their retention purpose.

Data Perfloop obtains independently through its own open-source research is not Customer Data merely because the same public project is used by a customer. Customer-provided material or its copies do not lose their protection by being used in that research. Applicable open-source licenses, third-party rights and personal-data law still apply.

3.4 Feedback. “Feedback” means voluntary suggestions about the Services and excludes Customer Data, Confidential Information and third-party material. Customer assigns only rights it owns in Feedback to Perfloop. For rights that cannot be assigned, Customer grants a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use that Feedback. Customer must have the rights needed to provide it. Perfloop may use it without attribution or compensation and need not use it. This section does not override Sections 2.4, 3.2, 3.3 or 7 or assign rights owned by an employee, contractor or other third party.

4. Fees and Expenses; Payments

4.1 Fees. Customer will pay the fees and expenses under its Order (“Fees”), without offset or deduction except where law requires otherwise. Addendum A.2–A.4 governs self-serve prepayment and charge consent. Each purchase of paid Usage keeps its recorded agreement, including A.2's terms on rates and models, until consumed, refunded or otherwise lawfully discharged, unless Customer separately and expressly agrees to a change for that purchase. Self-serve purchases buy a US-dollar amount of Usage, shown before payment as A.2 provides or, for a refill, in its A.4 authorization. A separately signed agreement governs its own renewal and prices.

4.2 Taxes. The displayed self-serve purchase or refill price is the full card charge and provides the stated Usage credit. Perfloop adds no tax at checkout and absorbs any tax it later owes within that price, without reducing the stated Usage credit or making an extra debit. A tax-exempt Customer must provide valid proof. Customer remains responsible for taxes the law requires it to account for directly; that duty gives Perfloop no additional charge authority.

4.3 Payment Terms. Payment methods are those offered in the Order or checkout. For a signed invoiced Order, amounts are due within 30 days after receipt unless it states otherwise; an amount more than 30 days past due accrues interest at 1.5% per month or the lawful maximum, if lower. These terms create no postpaid self-serve Usage. All amounts are US dollars. Fees are non-refundable except where law or a signed agreement requires otherwise, under Section 8.1, or as expressly provided here. On termination of a self-serve account, including completed workspace deletion under A.6, Perfloop will refund the unconsumed paid Usage balance, excluding amounts already refunded or reversed. Perfloop will also refund affected unconsumed paid Usage if it permanently discontinues the paid Services. Refunds will be initiated within 30 calendar days after the relevant termination or discontinuance, subject to any shorter mandatory deadline. A payment captured without granting its purchased Usage will be refunded unless Customer agrees to another lawful resolution.

Perfloop calculates refunds from dated payment and Usage records. Promotional credit is consumed before paid credit while available and has no contractual cash value. A contractual unused-paid refund covers the unconsumed paid Usage attributable to the affected purchases, excluding amounts already refunded or reversed; later promotional grants do not revive paid Usage already consumed. Required cash redemption, tax adjustments and other mandatory remedies still apply. Stopping use alone does not trigger a contractual refund, but account termination or completed workspace deletion does as provided above. An unpaid authorized amount properly due remains payable, but does not authorize forfeiture of the paid Usage balance. Saving a card alone authorizes no charge; Addendum A governs each purchase and top-up.

4.4 Suspension for Nonpayment. If an invoiced account is more than 30 days overdue, Perfloop may suspend access until the balance and lawful interest are paid. Self-serve work requires sufficient prepaid funding, subject to A.2 enforcement timing; there is no postpaid Usage or 30-day credit period. An authorized purchase remains payable if its payment is later reversed, except where Customer is entitled to that refund or reversal under law or this Agreement. Perfloop may suspend affected access while that overdue purchase is unresolved. This does not authorize a new card charge or postpaid overage.

5. Warranties and Disclaimers

5.1 Mutual Warranties. Each party represents and warrants that it has validly entered this Agreement, has obtained approvals necessary for its performance, and that its entry and performance do not and will not violate applicable law or another binding agreement.

5.2 Customer Warranty. Throughout the term, Customer represents and warrants that it has the rights, licenses, consents and permissions needed for the Inputs and other material it supplies and authorizes Perfloop to process under this Agreement; that material and those authorized uses do not and will not infringe, violate or misappropriate third-party rights; its Inputs contain no malicious code intended to damage Perfloop's systems; and Customer will comply with Documentation, applicable lawful Service instructions and law. These warranties do not make Customer warrant unmodified Output supplied by Perfloop beyond Customer's own contribution. Perfloop may monitor and restrict violating use under Section 9.3.

5.3 General Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION, PERFLOOP MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES ABOUT THE SITE, PLATFORM, DOCUMENTATION, AGGREGATED DATA, OR SERVICES. PERFLOOP DISCLAIMS IMPLIED AND STATUTORY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SITE, PLATFORM, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PERFLOOP DOES NOT WARRANT THAT THEY WILL MEET CUSTOMER'S REQUIREMENTS, BE FREE OF DEFECTS OR ERRORS, OR OPERATE WITHOUT INTERRUPTION. THESE DISCLAIMERS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

5.4 AI Tools. AI TOOLS ARE PERFORMANCE, CORRECTNESS AND SECURITY ANALYSIS, OPTIMIZATION AND FIX TOOLS ONLY. PERFLOOP DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, TAILORED, COMPLETE, OR FIT FOR A PARTICULAR PURPOSE OR USE CASE. PERFLOOP DOES NOT WARRANT CUSTOMER'S LEGAL OWNERSHIP OF OUTPUT, INTELLECTUAL PROPERTY PROTECTION FOR INPUTS OR OUTPUT, OR THE ABSENCE OF THIRD-PARTY MATERIALS OR INFRINGEMENT. CUSTOMER MUST EVALUATE OUTPUT FOR ITS OWN USE CASE.

Sections 5.3–5.5 remain subject to express duties in this Agreement, the applicable DPA, Section 6 and mandatory law. They do not excuse Perfloop's own breach or legally required responsibility for its subprocessors. Customer-connected third-party services are distinct from suppliers Perfloop selects to perform its own obligations.

5.5 Third-Party Licenses and Infrastructure. Software provided with the Platform may include open-source or free software governed by its own licenses. Those items and applicable Third-Party Services are governed by their accompanying end-user licenses instead of Sections 1.2 and 2.1. Customer must comply with Third-Party Service terms and related policies presented to and accepted by Customer. Nothing here limits rights under, or grants rights that override, an applicable open-source license. Customer's authorized use of connected third-party systems remains subject to their terms; Perfloop is not responsible for third-party services outside its control.

6. Limitation of Liability

6.1 Exclusion of Damages. SUBJECT TO THE EXCEPTIONS IN SECTION 6.2, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR PERSONAL OR PROPERTY DAMAGE TO THE EXTENT THOSE LOSSES ARE SUCH DAMAGES. THIS APPLIES REGARDLESS OF THEORY, EVEN IF ADVISED OF THEIR LIKELIHOOD, ONLY TO THE EXTENT PERMITTED BY LAW. IT DOES NOT ADD AN EXCLUSION FOR DIRECT LOST-DATA OR RESTORATION COSTS.

6.2 Amount of Damages. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICES WILL NOT EXCEED THE GREATER OF $100 OR THE FEES CUSTOMER PAID TO PERFLOOP UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THIS IS ONE CAP FOR EACH PARTY ACROSS ALL ORDERS AND CLAIMS, INCLUDING CONFIDENTIALITY, SECURITY, DATA-PROCESSING AND INDEMNITY CLAIMS; IT DOES NOT RESET PER ORDER OR CLAIM. FREE USAGE IS NOT FEES. NEITHER SECTION 6.1 NOR THIS CAP LIMITS LIABILITY ARISING FROM A PARTY’S FRAUD, WILFUL MISCONDUCT, WILLFUL INJURY TO PERSON OR PROPERTY, OR GROSS NEGLIGENCE; UNPAID AUTHORIZED AMOUNTS PROPERLY DUE; REFUNDS PROMISED IN THIS AGREEMENT; OR OTHER LIABILITY THAT LAW DOES NOT PERMIT THE PARTIES TO LIMIT. THESE LIMITS DO NOT BIND A NONPARTY OR REGULATOR.

6.3 Basis of the Bargain. THESE LIMITATIONS SURVIVE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES AND THIS AGREEMENT RELY ON THESE LIMITATIONS AND THAT THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” is information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked confidential or reasonably understood as confidential from its nature and circumstances. Non-public Platform technology, Documentation and Service Data are Perfloop's Confidential Information. Customer Data, including its copies within Service Data, is Customer's Confidential Information. Both rules are subject to authorized publication and Section 7.3. Public Documentation is not confidential merely because it is Documentation. This section applies before and after the Effective Date; it grants no access or export right to internal records.

7.2 Protection. The Receiving Party will use or disclose Confidential Information only as expressly permitted here. Customer may disclose it to Authorized Users; Perfloop may disclose it to employees and subcontractors who need to know and owe protective confidentiality duties. Either party may disclose it to professional advisers, auditors and insurers who need to know and owe written or professional confidentiality duties. Each party uses at least reasonable care and the care it uses for its own similar information. Perfloop uses reasonable administrative, technical and physical safeguards for non-public Customer Data.

On request or termination, the Receiving Party will return, destroy or permanently erase Confidential Information it has no continuing right to use, subject to Sections 2.3 and A.6. Legal, recovery, backup, security and other expressly permitted retained records follow the applicable retention schedule, remain protected and may be used only for their permitted retention purpose. These exceptions apply to return, deletion and termination requests, not just workspace deletion. They do not override statutory deadlines or a controlling signed commitment.

7.3 Exceptions. Duties do not apply to information public without the Receiving Party's fault, lawfully received free of confidentiality duties, already known at disclosure, or independently developed without access as proved by clear and convincing evidence. For compelled disclosure, the Receiving Party will, to the extent legally permitted, give prompt written notice, disclose only what is required and reasonably cooperate with a protective-order request at the Disclosing Party's expense. Disclosure necessary to enforce this Agreement must be limited and protected where reasonably available. Customer's express publication authorizations under A.5 and any separately granted publicity permission under Section 10.7 apply within their scope.

8. Indemnification

8.1 By Perfloop. “Claims” are actual or threatened third-party claims, demands, proceedings or suits. Subject to Section 6, Perfloop will indemnify and hold Customer harmless at Perfloop's expense against Claims, and pay liabilities, losses, damages, costs and other expenses, including reasonable attorneys' and expert-witness fees, arising out of or relating to an allegation that authorized Platform use infringes or misappropriates patents, copyrights or trade secrets under laws of a jurisdiction within the United States.

If the Platform becomes, or in Perfloop's opinion is likely to become, subject to an infringement claim, Perfloop may obtain continued-use rights, replace it without materially impairing functionality, modify it to be non-infringing, or terminate affected Services and refund the unconsumed paid Usage attributable to those Services under affected Orders, using Section 4.3's calculation, and other unused prepaid Fees attributable to those Services. Promotional Usage has no contractual cash value. Customer must stop using terminated Services.

Perfloop has no obligation under this subsection or otherwise for infringement claims based on Third-Party Services, Inputs, or Output; use contrary to this Agreement or Documentation; combinations with products, equipment, software, or data not supplied by Perfloop, to the extent the claim would not arise without the combination; or modification by anyone other than Perfloop or its authorized agents. This subsection states Customer's sole remedy and the entire liability of Perfloop and its officers, directors, employees, shareholders, contractors, and representatives for infringement claims.

8.2 By Customer. Subject to Section 6 and to the extent permitted by law, Customer will indemnify and hold harmless Perfloop, its affiliates, employees, directors and agents against Claims and related liabilities, losses, damages, costs and expenses, including reasonable attorneys' and expert-witness fees, only to the extent caused by Customer's breach of Sections 2.1, 2.5, 3.2 or 5.2, Customer's Inputs, or its unlawful or unauthorized use or modification of Output. Customer owes no indemnity to the extent a Claim is caused by Perfloop's breach or material supplied by Perfloop without Customer's contribution to the infringement. Mere authorized use of unmodified Output is not itself a Customer indemnity trigger.

8.3 Procedure. The protected party must promptly notify the indemnifying party and reasonably cooperate with its control of defense and settlement. Late notice excuses performance only to the extent materially prejudicial. The protected party may participate with its own counsel at its expense and may not settle without the indemnifying party's written consent. The indemnifying party must obtain the protected party's written consent to any settlement admitting that party's fault, imposing nonmonetary duties or unreimbursed payment on it, or failing to give it a complete release.

9. Term and Termination

9.1 Term. This Agreement begins on the Effective Date and continues until terminated under its terms. Each signed Order has the term stated in it. Self-serve account access continues until termination. Paid Usage does not expire. Promotional Usage may have a separately disclosed period, and top-up authorization lasts until it ends under Addendum A. No self-serve subscription renewal or minimum-spend commitment arises from this Agreement.

9.2 Termination Without Outstanding Orders. With no outstanding Orders, either party may terminate on 30 days' written notice. Signup and free Usage do not block this right. An Order cannot be terminated early except by mutual consent, Sections 8.1 or 9.3, applicable law, or Customer's self-serve deletion right in A.6. Customer may stop using the Services at any time. These Terms do not create an unqualified Perfloop convenience-termination right over paid Orders.

9.3 Termination for Breach; Protective Suspension. Either party may terminate this Agreement or an Order on notice if a material breach remains uncured more than 30 days after receipt of written notice. Perfloop may suspend access reasonably necessary to protect the Services, other customers or Perfloop from security risk, unlawful use, payment abuse or evasion of free-budget limits. Suspension does not itself terminate an Order or supply a separate permanent AI-access termination route. Where law requires access to stop, that requirement controls. If Service controls are inaccessible, Customer may withdraw top-up authorization by notice under Section 10.10.

9.4 Effect. Termination or expiration of this Agreement ends all active Orders; termination of one Order does not end this Agreement or other Orders. The applicable rights and licenses Perfloop grants end on termination or expiration. Expiry of promotional Usage or the end of top-up authorization alone does not close the self-serve account or extinguish paid Usage. Termination does not affect other available remedies or relieve a party of prior breaches. Refunds of unconsumed paid Usage are governed by Section 4.3. Neither party is liable for damages arising solely from termination that complies with this Agreement.

9.5 Post-Termination Obligations. Fees paid in advance are refundable as Section 4.3 provides. Customer must pay accrued, outstanding Fees through termination or expiration. Perfloop will delete Customer Data under its standard retention schedules, subject to Section 7.2 and Addendum A.6. Definitions, Customer Restrictions and Responsibilities, Ownership, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, this subsection and Section 9.4, and Miscellaneous survive. The addendum's accrued payment, paid-balance, promotional-expiry, and retained-record provisions also survive as applicable.

10. Miscellaneous

10.1 Governing Law and Venue. Delaware law governs this Agreement and related actions, without conflict-of-law rules requiring another jurisdiction's law. State or federal courts in New Castle County, Delaware have exclusive jurisdiction, subject to non-waivable consumer, data-subject and other applicable rights.

10.2 Export and Sanctions. Customer must not export, re-export or transfer US technical data acquired from Perfloop, or products using it, in violation of law. Customer must not access the Services where prohibited by applicable export-control or sanctions law or permit access by a prohibited person or entity. Customer represents it is legally permitted to receive the Services. This does not replace Perfloop's own compliance duties.

10.3 Severability. If a provision or part of one is invalid, illegal, or unenforceable, the rest remains enforceable.

10.4 Waiver. Waiver or failure to enforce a provision on one occasion is not a waiver of another provision or another occasion.

10.5 Remedies. Except as Section 8 provides, remedies are cumulative. Customer acknowledges that misuse of Perfloop trade secrets or proprietary information may cause irreparable harm. Perfloop may seek immediate equitable relief without bond to the extent law and the court permit; this does not remove Customer's right to seek lawful equitable relief or the court's discretion.

10.6 Assignment; Subcontractors. Neither party may transfer this Agreement or its rights or duties without the other's written consent; a prohibited transfer is void. Either may transfer to an affiliate or in connection with a merger, acquisition, reorganization, sale of all or substantially all assets, or operation of law. It benefits permitted successors and assigns. Perfloop may engage ordinary-course subcontractors without Customer's prior consent, subject to Section 7, the DPA and mandatory law. This does not displace legally required subprocessor authorization, change notice, objection rights or responsibility.

10.7 Publicity. Unless Customer opts out, Perfloop may list a paying company Customer's name and logo in customer lists, consistently with its brand guidelines and without implying an endorsement beyond the customer relationship. Customer can opt out at any time by emailing hello@perfloop.ai or using an available publicity setting; Perfloop will promptly remove the name and logo from its customer lists. This default does not cover free accounts or individuals. Each quote, case study or press release requires Customer's separate prior approval. Public-Case and repository-post permissions under Addendum A.5 remain separate; none grants broader marketing permission or overrides a controlling signed agreement.

10.8 Force Majeure. A delay caused by a labor dispute, materials shortage, fire, earthquake, flood, pandemic, epidemic, quarantine, or another event beyond a party's control is not a breach, except for payment of money owed. That party must use reasonable efforts to notify the other of the cause and resume performance as soon as possible.

10.9 Relationship. The parties are independent contractors, not partners or agents of each other. Customer has no authority to act for Perfloop and must not represent otherwise. A software agent acting for Customer under Addendum A.1 does not change this relationship.

10.10 Notices. Notices to Perfloop go to legal@perfloop.ai. Customer's notice address is the accepting representative's account email unless Customer supplies another address by authenticated written notice. Breach, termination, material contractual-change and required data-protection notices go to that address outside the Service. Notices take effect on receipt; a bounced message is not received. Customer must keep its address current. Self-serve notices need no paper copy unless law requires it; separate signed notice rules remain controlling. General inquiries: hello@perfloop.ai; personal-data requests: privacy@perfloop.ai. Postal address: Commonplane, Inc., 2093 Philadelphia Pike #9449, Claymont, DE 19703.

10.11 Precedence. The rule at the start of these Terms is the sole precedence rule. A Privacy Policy update does not by itself amend contractual rights or duties.

10.12 Electronic Acceptance. A person may accept for their company or themselves by the action expressly identified as acceptance beside conspicuous links to the Terms and Privacy Policy. By signing up, that person confirms they can accept for their company or themselves and that use is for business purposes only. The publication date identifies the Terms and Privacy Policy provided with that action. Perfloop will retain a record of the accepted version, the acceptance action and its date and time, and the accepting person's account identity and confirmation. Each paid Usage purchase keeps its agreed terms as Sections 4.1 and 10.13 provide. Acceptance is not established merely by a date, a login, an invitation or a Privacy acknowledgment. Electronic signatures and signed counterparts have the effect of originals to the extent law permits.

10.13 Entire Agreement; Amendments. This Agreement and its Orders are the complete agreement on their subject, subject to the opening's treatment of separate signed master agreements. Trade usage does not amend it. An amendment or waiver requires authorized written agreement; affirmative electronic acceptance can sign a written offer. Revisions apply to future Orders after acceptance. Previously purchased paid Usage keeps its recorded agreement, including A.2's terms on rates and models, unless an authorized representative separately and expressly agrees otherwise for those purchases, subject always to mandatory law. Posting, login, continued use or Privacy acknowledgment alone does not amend an agreement. Product evolution does not excuse existing commitments.

Product Addendum A: Self-serve Perfloop

This addendum is part of the Terms of Service. A separate signed agreement continues to control conflicts for a contracted plan.

A.1 Accounts and agents. Users may join through self-serve signup or invitation under Customer's governing agreement. Some features require an approved integration. “Admin” means an account user with that role. Customer may authorize its users and customer-connected agents to start billable work and enable automatic work within assigned permissions; this consumes Usage and may trigger separately authorized top-ups. Technical access alone does not authorize acceptance of legal terms, new payment consent or Admin-only actions. Customer is responsible for its authorized agents; Perfloop remains responsible for its own obligations and agents.

A.2 Prepaid Usage; no expiry of paid Usage. “Usage” is US-dollar-denominated prepayment for measured model and compute work, including attempts with no finding or successful change. Perfloop may change at any time, without notice, how much work a dollar of Usage buys and which models or compute perform that work, including for Usage already purchased; no specific model is promised. Such a change never reduces the US-dollar Usage balance already purchased or the refund in Section 4.3. Supplier changes still follow the US personal-data processing terms below. Paid Usage does not expire. There is no platform fee or postpaid overage. Admission and spending limits operate at enforcement points, not as instantaneous stops; running work may finish and a positive balance does not guarantee completion. Incorrect charges or infrastructure failures can be submitted for manual credit review. No card is needed at signup or to enable automatic work. An Admin buys a US-dollar amount of Usage on the processor's hosted page; the purchase amount and when the Usage becomes available are shown before payment. A purchase need not save a card.

Paid Usage remains available after the end of any promotional or billing period or of top-up authorization and is not forfeited through inactivity. Each purchase, including an automatic refill, adds to Customer’s paid Usage balance when payment succeeds, subject to the availability disclosed before purchase. Paid and promotional Usage are recorded separately. Genuinely free promotional Usage may expire only on a date disclosed when granted, with any required promotional disclosures, and only where law permits. Usage is not transferable or redeemable for cash except as required by law or expressly provided in Sections 4.3 and 8.1. Account termination or completed workspace deletion triggers the unused-paid refund in Section 4.3; neither permits forfeiture of the balance. Perfloop will honor applicable refund, cash-redemption and unclaimed-property duties. A billing period does not automatically renew or create a new purchase; top-up authorization creates purchases only as A.4 provides. These rules on paid Usage and the refund of unconsumed paid Usage under Section 4.3 apply only to self-serve purchases; a signed Order or separate signed master agreement may set a commitment that lapses at the end of its term.

A.3 One-time free budget. The current offer is $100 in promotional Usage for an eligible self-serve workspace's first code-host App connection. Eligibility depends on the installed code-host account, not its installer. Each workspace and code-host account can earn one grant, including after workspace deletion. If the first connected account has already earned one, a later connection cannot rescue eligibility. Saved cards grant nothing; invited and contracted accounts do not receive this offer. Eligible grants wait when daily or monthly capacity is unavailable; no grant date is guaranteed. Deletion cancels a pending grant. Promotional Usage does not guarantee a successful result.

A.4 Saved cards and automatic top-ups. The processor handles card details and checks a saved card with $0 verification. Saving a card authorizes no charge; an Admin may remove it. Separately, an Admin may authorize top-ups with a selected saved card, a stated threshold, refill amount and total-charge monthly ceiling. The authorization starts when an Admin saves these top-up settings, has no end date and lasts until an Admin turns it off or it ends as described below. Checks run immediately and periodically. They may charge when the available Usage balance is below the threshold, including immediately after enablement; further refills may follow while it stays below. The ceiling counts pending, settled and unresolved automatic purchases by their UTC creation month, even if settlement occurs later. Withdrawal or other end of top-up authority does not expire or reduce paid Usage already purchased.

Turning top-up off stops new authorizations without requiring deletion. Authority also ends if the card is removed or fails or this Agreement or the self-serve account terminates. A change in which users are Admins does not end it. A specific confirmation released for immediate processor dispatch while consent was valid may still be sent or completed afterward, but only to the extent permitted by applicable law and payment rules. Merely preparing a pending purchase does not preserve charge authority, and an internal approval does not override an effective withdrawal or stop-payment right. If controls are inaccessible, use the notice route in Section 10.10. Section 4.2's total includes any tax Perfloop owes; the monthly ceiling does not cap unrelated manual purchases or guarantee a calendar-month bank-statement total where settlement is delayed. Mandatory cancellation and refund rights remain unaffected.

A.5 Diffs and repository posts. Customer or its agent may submit connected-repository branch or PR diffs, including outside contributors' code, only with processing permission. Discovery reads code without building or running it; head-specific findings are not proof of an optimization or a defect. To measure findings, PR review may build and run the base and head. Automatic review, where enabled, does this without an approval only when the head branch is in the connected repository, which only accounts with write access to that repository can push. Code from a fork runs in this measurement only after someone approves that exact head commit. A workspace member may approve it in Perfloop when requesting a measured review. Where Customer asks Perfloop to turn on fork approval for its workspace, Perfloop also posts a comment on each GitHub pull request from a fork that automatic review covers, naming the head commit; a thumbs-up on that comment from a person who has write access to the repository and is not the pull request's author approves that commit. That person does not need to be a workspace member or have a linked Perfloop account. Each approved commit runs one measured review, which consumes the workspace's Usage. An approval covers only its commit; a new push needs a new approval. Measurement runs in an isolated sandbox with a fresh copy of each revision. It does not receive an investigation's connected-service permissions or build cache; apart from repository reads, network access is limited to anonymous reads of supported public package and toolchain sources allowed by the workspace. Perfloop keeps the commands, measurements and results with the review. A member's separate investigation request may execute the selected PR code, including fork code. This execution can retain workspace-approved connected-service and network permissions and build cache. Start it only after assessing code and permissions; a sandbox does not mean no authorized connections. Other approved and automatic starts do not execute code at a PR head.

On member request or when automatic PR review is enabled, Perfloop may inspect eligible PRs and publish a status comment and a comment-only review, including inline findings, through its code-host App. Reviews neither approve nor request changes and consume Usage. Turning review off stops new admissions; admitted work may finish and publish. Customer authorizes branches, PRs, reviews and comments within its requests and settings. Private-repository readers may see workspace-derived facts in an authorized review; public reviews must not disclose tenant-private facts. Public Perfloop Case pages require separate documented authorization covering content and continuing updates. Publication does not approve merging or deployment.

A.6 Workspace deletion. Customer authorizes its Admins to schedule and cancel deletion from Setup. Complete exports first. Scheduling immediately blocks normal access; the recovery path permits cancellation, not continued use or export. Recovery ends 14 days after scheduling; absent cancellation, self-serve account termination takes effect and irreversible deletion begins under standard schedules. External-provider failures can delay completion; day 14 is not a promise that every copy is erased. Open payment flows may need settlement or closure before scheduling. Deletion does not release accrued obligations or cancel a separate signed commitment. Balance treatment remains subject to law and Sections 4.3 and 8.1.

Permitted backups, recovery copies, security and operational logs, finance records and a limited deletion summary without customer content follow the Privacy Policy and retention schedule. Perfloop may retain minimum agreement, acceptance, notice, authorization and transaction records needed for law or legal claims; they remain protected and purpose-limited. Branches, PRs, reviews, comments and messages delivered to customer-controlled services remain under those services' rules. Disconnecting an integration does not erase their records. Workspace deletion does not itself delete a sign-in-provider identity, even if it has no other workspace membership; contact privacy@perfloop.ai.

For repeat-grant prevention, Perfloop retains a keyed identifier derived from the installed code-host account, not its raw ID. The workspace link is cleared at deletion; the identifier can still match a later connection. It is retained while needed to enforce the one-time grant, including after workspace deletion, with periodic review of necessity; it is not used for advertising or treated as anonymous merely because it is hashed. Access is restricted to this purpose. Applicable rights to access, object or seek erasure remain; a request is assessed on its facts rather than rejected because the record is called a hash.

US personal-data processing terms

This section applies when we process personal information in customer data on your behalf under applicable US state privacy laws. You act as the business or controller and we act as your service provider or processor. It does not cover information we process for our own purposes, such as our billing records and website inquiries, as described in the Privacy Policy. A signed agreement controls where it conflicts with this section. This section forms part of the version of the Terms you accept; publishing it does not add it to an earlier version you accepted or to a signed agreement.

You disclose this information only for these purposes: analyzing authorized code and telemetry, generating and checking proposed changes, keeping Session records and results, managing account access, providing support, and securing and diagnosing the Service. These Terms and your use of the Service's controls are your instructions. You are responsible for lawful instructions and any required notices and permissions. We will follow those instructions when processing on your behalf.

The information can include names, contact details, account and technical identifiers, and personal information in code, telemetry, prompts, outputs and support messages. It can concern your users, contributors and other people whose information you provide. Processing lasts while we provide the Service to you and until deletion or return as described below.

We will not sell this information or share it for cross-context behavioral advertising. We will not retain, use or disclose it outside these purposes or our direct business relationship with you, or combine it with information from other customers or our own interactions with individuals, except as applicable law permits a service provider or processor to do. This section controls over any broader permission to use feedback or operational data. It does not permit model training on customer code or telemetry or disclosure of customer data to other customers.

We will comply with the applicable duties of a service provider or processor, including the same level of privacy protection that the California Consumer Privacy Act requires. We will require people who process this information to keep it confidential and use reasonable security measures appropriate to the information and processing risks. You are responsible for your users' access and the systems you connect; we are responsible for security of the processing we perform.

You authorize suppliers to assist us with hosting, storage, model inference, authentication, monitoring and support for these purposes. Our suppliers include Google Cloud for hosting, storage and model inference with Anthropic Claude through Vertex AI, including private code, and OpenAI and Fireworks AI for model inference. Other suppliers include WorkOS for authentication and authentication email, Axiom for monitoring, and Amp for operations agents, which receive account identifiers, alert text and feedback you send, including any code you choose to include. Email and support messages and attachments can pass through Google Workspace. Alerts and support messages can pass through Slack. Where applicable law requires written downstream terms, a supplier must be bound by the required protections and restrictions before processing covered information. We remain responsible for our applicable service-provider or processor duties when suppliers assist us. We will provide the supplier-engagement notices and pre-engagement opportunity to object required by applicable law, including for further suppliers in the processing chain.

Google's terms allow it to log prompts its abuse classifiers flag, for up to 90 days, for abuse review. This data is not used to train models.

Taking account of the processing and information available to us, we will help you respond to individuals' privacy requests and meet applicable security, breach-notification and data-protection assessment duties. Tell us which verified requests require action and give us the information needed to act. We will refer requests about information we process on your behalf to you, unless law requires otherwise. Send instructions, questions and supplier objections to privacy@perfloop.ai.

An Admin can delete the workspace from Setup in the app. Access stops at once; after the recovery period described in our Privacy Policy, deletion runs automatically unless an Admin cancels it. It does not remove every retained copy at that time. Axiom operational logs and traces remain for about a year. Cloud SQL retains 30 automated backups and seven days of recovery logs; 30 backups is a count, not a 30-day erasure deadline. Versioned object storage has a 30-day soft-delete period.

Finance, support and security records have separate retention purposes, as described in the Privacy Policy. WorkOS sign-in identities remain after workspace deletion because they can belong to other workspaces; request identity deletion at privacy@perfloop.ai. Copies held independently by your code host or other services you control remain with those services.

These retention facts do not create an exception to applicable law. Where applicable law requires deletion or return at the end of the Service, we will delete or return covered personal information at your direction unless law requires retention. Information retained under that legal requirement remains protected and used only for that requirement.

On reasonable request, we will provide information in our possession needed to show compliance and allow and cooperate with reasonable assessments by you or your designated assessor, subject to confidentiality and protection of other customers' data. You may take reasonable and appropriate steps to check our compliance and, on notice, stop and remedy unauthorized processing. We will notify you if we determine that we can no longer meet these duties. This section does not limit duties or liabilities that applicable law does not allow the parties to limit.