TERMS AND CONDITIONS
Introduction
Welcome to Moracode! Before accessing our Services, please read these Commercial Terms of Service ("Terms"). These Terms form a binding agreement between Moracode ("we," "us," or "our") and you or the organization, company, or other entity that you represent ("Customer" or "you"). By using or accessing any Moracode offerings that reference these Terms (the "Services"), you accept and agree to be bound by these Terms. IMPORTANT: - You may not enter into these Terms on behalf of an organization unless you have the legal authority to bind that organization. - Services under these Terms are intended for commercial use only. They are not for consumer use. - Disputes will be resolved under Serbian law, in Serbian courts, unless otherwise mutually agreed in writing.
A. Services
A.1 Overview 1. Services Description Moracode provides an AI-powered programming assistant that helps software developers with code generation, suggestions, and related tasks. All code or other data ("Prompts") sent to the AI is not stored or retained by Moracode. Moracode simply facilitates the exchange of Prompts and receives AI-generated responses ("Outputs"). Together, Prompts and Outputs are "Customer Content." 2. No Data Retention of Code The Services are designed so that code or other sensitive data submitted by Customer is not stored on Moracode's servers. All code databases and the code itself are stored on the Customer's systems or infrastructure. AI-related processing is controlled, managed, and paid for by the Customer with a third-party AI provider. 3. Customer Control By using the Services, Customer acknowledges that Moracode neither collects nor stores any of the data flowing through the AI's interaction, beyond minimal personal data used strictly for authentication. If you choose to provide code or other proprietary information, you do so at your own discretion. A.2 Beta Services From time to time, Moracode may offer certain pre-release, beta, or trial features or products ("Beta Services"). Beta Services are provided "as is" on a temporary basis and might not be fully functional or tested. Moracode is not liable for Customer's use of or reliance on Beta Services. A.3 Feedback If Customer chooses to provide Moracode with feedback about the Services (e.g., suggestions for improvements), Moracode has the right to use such feedback without obligation to Customer. A.4 Customer Content 1. Ownership As between Customer and Moracode, Customer retains all rights, title, and interest in and to its Prompts and Outputs (collectively, "Customer Content"). 2. No Training Moracode does not train its own AI models or any third-party AI models on Customer Content from these paid Services. Because Moracode does not retain Customer's code or content, it has no ability to repurpose or train any models on Customer's code. A.5 Data Privacy 1. Minimal Personal Data Moracode may store only the following categories of personal data about Customer's authorized users: name, surname, email address, and organization name. This information is encrypted, used strictly for authentication, and is never sold or shared for secondary purposes. 2. Protection Moracode implements administrative, technical, and physical safeguards intended to protect the minimal personal data it collects. 3. Compliance Both parties will comply with all data privacy laws and regulations applicable to them in connection with the Services.
B. Acceptable Use, Restrictions, and Customer Responsibilities
B.1 Compliance Each party will comply with laws applicable to the provision (for Moracode) and use (for Customer) of the Services, including any relevant data privacy laws in Serbia or other jurisdictions where Customer operates. B.2 Acceptable Use Policy ("AUP") Customer must use the Services in a manner consistent with these Terms and any AUP issued by Moracode. Customer must not misuse the Services, including (but not limited to) interfering with their normal operation or attempting to access them by any means other than through the interfaces provided. B.3 Limitations of Outputs 1. Human Review Outputs generated by AI may be incorrect, incomplete, or misleading. Customer is responsible for determining the suitability of Outputs for its particular use case and should independently verify critical or sensitive information. 2. Disclaimer Customer acknowledges that AI-generated content does not necessarily reflect the views of Moracode and may include content inconsistent with Moracode's values or expectations. B.4 Use Restrictions Customer and its users may not: - (a) use the Services to build a competing product or service, including using Outputs or Prompts to train a competing AI model (unless expressly permitted in writing by Moracode); - (b) reverse engineer or reproduce the Services; or - (c) allow or support any third party in these prohibited activities. B.5 Security Customer will promptly notify Moracode if it becomes aware of any unauthorized use of Customer's account or any other breach of security regarding the Services that might affect Moracode or other Customers.
C. Confidentiality
C.1 Confidential Information "Confidential Information" means any information that is disclosed by one party ("Discloser") to the other ("Recipient") and is identified or should reasonably be understood to be confidential. Customer Content (Prompts, Outputs) is Customer's Confidential Information, to the extent it is shared with Moracode. C.2 Obligations Recipient will: - (a) only use Discloser's Confidential Information for purposes of fulfilling its obligations under these Terms; - (b) only share Confidential Information with employees, agents, or advisors who need to know it and who are bound by confidentiality obligations at least as strict as these Terms; - (c) protect Discloser's Confidential Information with the same or higher standard of care Recipient uses to protect its own confidential information; and - (d) promptly notify Discloser if it suspects or discovers any unauthorized access to or misuse of the Confidential Information. C.3 Exclusions Recipient's obligations do not apply to information that: - (a) was already known by Recipient without an obligation of confidentiality; - (b) is disclosed by a third party with no duty of confidentiality; - (c) becomes publicly available through no fault of Recipient; or - (d) was independently developed without use of or reference to Discloser's Confidential Information. C.4 Destruction Upon written request of Discloser, Recipient will destroy or return all Confidential Information, except for copies maintained in automated backups (which remain subject to these confidentiality obligations until destroyed).
D. Intellectual Property
Except as expressly stated in these Terms, neither party grants the other any rights to its intellectual property or content, by implication or otherwise. Moracode retains all rights to its software, systems, and branding. Customer retains all rights to its code, data, and any other content it owns or controls.
E. Publicity
Moracode may identify Customer as a user of the Services in its marketing or promotional materials (e.g., by using Customer's name and logo). If Moracode requests, Customer may (but is not obligated to) provide quotes or participate in co-marketing activities to highlight Customer's experience or results using the Services.
F. Fees
F.1 Payment Unless otherwise agreed in writing, Customer will pay all applicable fees for the Services at the rates established by Moracode or a separate mutual agreement. Payment terms and any other specific billing conditions will be as stated in an applicable invoice, order form, or further documentation. F.2 Taxes Fees are exclusive of any taxes (e.g., sales, VAT, or other similar taxes). Customer is responsible for paying all such taxes unless Moracode is required by law to collect and remit them on Customer's behalf. F.3 Late Payment If payments are not made on time, Moracode may suspend or terminate access to the Services. Moracode may also charge applicable late fees or interest.
G. Termination and Suspension
G.1 Term These Terms remain effective from the date Customer first agrees to them or first uses the Services ("Effective Date") until terminated in accordance with this Section. G.2 Termination 1. For Convenience Either party may terminate these Terms for any reason by providing 30 days' written notice to the other party. 2. For Breach Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to remedy the breach within 30 days after receiving notice of the breach. 3. Prohibited Provision Moracode may terminate these Terms immediately if it reasonably believes continued provision of the Services violates any applicable law or regulation. G.3 Suspension Moracode may suspend Customer's access to the Services if: - (a) Moracode reasonably believes there is a security risk or potential violation of these Terms; - (b) Moracode must comply with applicable law; or - (c) necessary third-party services or licenses are suspended or terminated. G.4 Effect of Termination Upon expiration or termination of these Terms, Customer must stop using the Services, and Moracode may immediately deactivate Customer's account. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and any others that by their nature should survive termination will remain in effect.
H. Disputes
H.1 Good Faith Resolution In the event of any dispute, claim, or controversy arising out of or relating to these Terms ("Dispute"), the parties agree to first make a good faith effort to resolve it amicably. The party initiating the Dispute must send written notice ("Dispute Notice") to the other party, describing the nature and basis of the Dispute. H.2 Serbian Courts If the parties cannot resolve the Dispute within 45 days of the Dispute Notice, either party may submit the Dispute to the competent courts of the Republic of Serbia for final resolution. Both parties consent to personal jurisdiction in Serbia and waive any objections based on venue or inconvenient forum. H.3 Waiver of Class Actions; Jury Trial To the maximum extent permitted by applicable law, each party waives the right to a trial by jury and the right to participate in any form of class or representative action against the other. H.4 Equitable Relief Nothing in these Terms prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction in Serbia in cases of unauthorized use, misuse, or infringement of that party's intellectual property or Confidential Information.
I. Indemnification
I.1 Claims Against Customer Moracode will defend and indemnify Customer against claims brought by an unaffiliated third party alleging that the core Services (excluding any third-party integrations or AI model results) infringe such third party's intellectual property rights, provided Customer promptly notifies Moracode in writing of the claim and cooperates in good faith with the defense. I.2 Claims Against Moracode Customer will defend and indemnify Moracode against claims by an unaffiliated third party arising from Customer's or its users' (i) misuse of the Services, (ii) violation of these Terms, or (iii) infringement of a third party's rights (including intellectual property rights) due to Customer Content. I.3 Exclusions The above obligations do not apply to the extent a claim arises from: (a) modifications made by one party without the other's consent, (b) use of the Services in violation of these Terms, or (c) the indemnified party's fraud, willful misconduct, or material breach of these Terms. I.4 Procedure The indemnified party must promptly notify the indemnifying party of any such claim, and the indemnifying party will have sole control of the defense and settlement, provided that any settlement that imposes non-monetary obligations on the indemnified party requires the indemnified party's prior written consent (not unreasonably withheld). I.5 Sole Remedy This Section I states the entire obligation and exclusive liability of each party for third-party claims.
J. Warranties and Liability
J.1 Mutual Warranties Each party represents and warrants that: - (a) it has the legal right and authority to enter into these Terms; and - (b) its performance under these Terms will not violate any binding law or regulation. J.2 Disclaimer of Warranties EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MORACODE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. J.3 Limitation of Liability 1. Exclusion of Damages To the maximum extent permitted by law, neither party nor its affiliates or licensors are liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including loss of profits, business, or data, even if advised of the possibility of such damages. 2. Aggregate Limit Except for (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; or (c) fraud or willful misconduct, each party's aggregate liability under these Terms will be limited to the total fees paid or payable by Customer to Moracode under these Terms in the 12 months prior to the event giving rise to liability. 3. Basis of the Bargain The parties agree that the liability limitations in this Section are a fundamental basis of their agreement and that they would not enter into these Terms without such limitations.
K. Miscellaneous
K.1 Notices All notices, demands, waivers, and other communications under these Terms must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any notices may be delivered electronically to Customer's address provided to Moracode, and to Moracode at [email protected]. Notice is effective only upon receipt by the receiving party and if the party giving notice has complied with these requirements. K.2 Electronic Communications Customer agrees to receive electronic communications from Moracode regarding the Services and these Terms. If Customer wishes to opt out of such communications, it may do so by unsubscribing or contacting Moracode, though certain service-related notices may still be necessary. K.3 Amendment Moracode may update these Terms upon 30 days' notice, e.g., by posting the revised Terms on our website or sending notice to Customer. Continued use of the Services after the notice period constitutes acceptance of the updated Terms. No other amendment will be valid unless in writing and signed by both parties. K.4 Assignment Neither party may assign or transfer these Terms or any of its rights or obligations without the other party's prior written consent, except that Moracode may do so in connection with a merger, acquisition, or sale of all or substantially all of its assets. K.5 Severability If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. The parties will replace the invalid provision with one that best reflects their original intent. K.6 No Waiver Failure or delay by either party to exercise any right under these Terms does not constitute a waiver of that right, and a partial exercise does not preclude any further exercise. K.7 Governing Law; Venue These Terms, and any disputes related to them, are governed by the laws of the Republic of Serbia, without regard to conflict-of-law rules. Any disputes that are not resolved via arbitration or mutual agreement will be brought in the courts of Serbia, and both parties consent to personal jurisdiction in Serbia. K.8 Entire Agreement These Terms constitute the entire agreement regarding the Services and supersede all prior or contemporaneous agreements. In case of conflict with any other agreement, these Terms govern with respect to the Services. K.9 Force Majeure Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, wars, terrorism, labor disputes, or power outages.
Contact Us
If you have questions about these Terms or the Services, please contact Moracode at: Email: [email protected] Using or accessing the Services signifies that you have read, understood, and agree to these Terms.