Terms of Service

Cover Page: Order Form

Framework Terms

This Order Form is governed by the Key Terms below and the Standard Terms they incorporate. Together they are the Framework Terms. This Order Form controls if it conflicts with the Framework Terms, except where the DPA or mandatory law takes precedence.

Cloud Service

Ellipsis, a cloud platform for AI-assisted code review and coding agents. The Service reviews source code and pull requests, identifies potential bugs and code quality issues, and provides review comments and suggested fixes. It also runs coding agents to analyze, generate, and modify code and perform software development tasks according to Customer instructions, including associated integrations, execution environments, and session management.

Order Date

The Effective Date.

Subscription Period and cancellation

One month, renewing monthly unless either party gives notice before the end of the current month-long Subscription Period (the Non-Renewal Notice Date). Customer may give notice by emailing team@ellipsis.dev. A separate accepted order may set a different Subscription Period.

Renewal of access does not itself authorize a recurring charge for prepaid usage credits. Recurring charges apply only to a separately selected paid plan or auto-recharge enabled by Customer.

Cloud Service Fees

Usage is paid from prepaid credits, at the rates shown in the Product and on the pricing page. Credit purchases include the platform fee disclosed at checkout. Fees for any separately selected support package or other paid plan are those Customer accepts when ordering it. Promotional credits have no cash value. No minimum spend or recurring paid subscription is required by this Order Form.

Provider may change its own pricing on at least 30 days' notice by email or in the Product. Changes apply prospectively and do not alter charges already incurred. Third-party model and compute usage rates may vary with the resources Customer selects and are shown in the Product.

Payment Process

Automatic payment at the time Customer purchases credits or orders a paid plan. If Customer enables auto-recharge, Customer authorizes charges according to its chosen recharge settings until disabled. Saving a payment method alone does not enable auto-recharge. Provider makes transaction records available in the Product. Fees are in U.S. dollars and exclude applicable taxes unless checkout states otherwise.

If the parties separately agree to invoicing, the payment schedule in that accepted order applies. This Order Form does not establish postpaid usage billing.

Technical Support

Customer may contact team@ellipsis.dev. Any additional support commitments are those expressly included in a separately accepted support order. No service level agreement is included in this Order Form.

Cover Page: Key Terms

Provider

Ellipsis AI Inc., 215 Park Ave S, Floor 11, Suite 42, New York, NY 10003, USA.

Customer

The company or person accepting this Agreement, identified by its account or accepted order. An individual accepting on behalf of a company accepts for that company.

Effective Date

The date Customer first accepts this version of the Agreement.

Governing Law

The laws of the State of Delaware.

Chosen Courts

The state or federal courts located in Delaware.

Provider Covered Claims

Third-party claims that the Cloud Service, when used by Customer as permitted by the Agreement, infringes or misappropriates the claimant's intellectual property or other proprietary rights.

Customer Covered Claims

Third-party claims that Customer Content, when used as permitted by the Agreement, infringes or misappropriates the claimant's intellectual property or other proprietary rights, or that arise from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer) of the Standard Terms.

General Cap Amount

The Fees paid or payable by Customer to Provider in the 12 months immediately before the claim. For an account for which no Fees have ever been paid or become payable, the General Cap Amount is $1,000.

Increased Claims and Unlimited Claims

None. This does not limit liability that cannot be limited under applicable law or override the liability exceptions in an applicable DPA, including applicable standard contractual clauses.

Notice Address

For Provider: team@ellipsis.dev.

For Customer: the primary email address on Customer's account.

DPA

The data processing agreement separately entered into by Provider and Customer, if any. Provider offers a DPA based on Common Paper's Data Processing Agreement, version 1.1; request it at team@ellipsis.dev. An executed DPA forms part of this Agreement and controls in the event of a conflict concerning its subject matter. Section 3.1 of the Standard Terms requires a DPA before Customer submits Personal Data governed by GDPR.

Security Policy

Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Additional security measures in an applicable DPA also apply. This Cover Page does not require an annual certification or audit report.

Changes to the Standard Terms

No model training

Section 1.6 (Machine Learning) is replaced with the following: Provider will not use, or permit its subprocessors to use, Customer Content, outputs generated for Customer, or data derived from either, including aggregated or de-identified versions, to train, fine-tune, or improve artificial intelligence or machine learning models. Provider may process these materials for inference to provide the Product according to Customer's instructions. Section 1.4 (Feedback and Usage Data) does not authorize training prohibited by this paragraph.

AI-generated outputs may be inaccurate, incomplete, or similar to outputs produced for other customers. Customer is responsible for reviewing and testing outputs before using or deploying them. AI features do not replace human oversight.

Customer Content and outputs

Modifying Sections 1.5, 11, and the definition of Customer Content, as between the parties, Customer retains ownership of its inputs and owns outputs generated for it. Provider assigns to Customer any rights Provider may have in those outputs. This does not transfer rights in Provider's pre-existing Product or in third-party materials, which remain subject to their applicable rights and licenses. Customer Content includes these outputs for purposes of the Agreement's confidentiality, permitted use, and deletion provisions. Provider may use Customer Content only as needed to provide, maintain, support, and secure the Product for Customer or comply with law.

Except for the changes expressly stated on this Cover Page, the Standard Terms are unchanged. The Standard Terms include provisions addressing confidentiality, warranties, indemnification, termination, and limitations of liability; they are part of this Agreement and should be read together with this Cover Page.