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Terms of service

Draft - not yet reviewed by counsel

Prepared September 20, 2026 for the planned codeplus1 consumer service, including its US launch. Effective date: [EFFECTIVE DATE]. Operator: [LEGAL OPERATOR NAME], [ENTITY TYPE AND JURISDICTION], at [BUSINESS MAILING ADDRESS]. Legal and support contact: [LEGAL/SUPPORT EMAIL]. Complete these details and the governing-law and designated-agent details before publication. This draft does not itself change any existing customer's agreement.

1. Agreement and scope

These Terms of Service are an agreement between you and the operator identified above ("codeplus1," "we," "us," or "our"). They cover our websites, downloadable applications, hosted services, AI features, updates, and related offerings that reference these Terms (the "Service"). You accept these Terms when you affirmatively agree to them during registration, purchase, installation, or another acceptance flow. If you do not agree, do not access the Service.

IMPORTANT: Section 16 contains binding individual arbitration and a class-action waiver for US disputes, subject to its exceptions and a 30-day opt-out. Sections 12-14 address warranties, liability, and your responsibility for third-party claims. Paid subscriptions may renew automatically as described in section 7.

The Privacy Policy explains our personal-information practices. Additional feature or promotion terms presented before use govern that feature if they conflict with these Terms. A separately signed agreement controls matters it expressly overrides. Descriptions of possible features do not promise that every feature, model, device, or region will be supported.

2. Eligibility, accounts, and security

You must be at least 18, have legal capacity to enter this agreement, and be legally permitted to use the Service. Provide accurate registration and billing information, keep it current, and promptly report suspected account compromise. You may act for an organization only with actual authority to bind it; using a work email alone does not establish that authority.

Unless we expressly permit otherwise, an account is for one individual. Do not share, sell, rent, transfer, or pool accounts, credentials, access tokens, subscriptions, or allowances; operate an account for someone else; or create replacement or multiple accounts to obtain additional benefits or evade restrictions. Device, session, concurrency, territory, and usage limits may apply as disclosed in the Service or your plan.

You are responsible for activity you authorize and for reasonably protecting your devices and credentials. We may require proportionate verification of identity, payment authorization, eligibility, or account control and restrict access while a material concern remains unresolved. Do not submit identity documents or full payment credentials unless requested through an appropriate secure process. This section does not make you responsible for losses caused by our breach of an applicable legal duty.

3. License and permitted use

Subject to these Terms and payment of applicable fees, we grant you a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Service for your own lawful purposes through supported interfaces. The software is licensed, not sold. This license is revocable under section 10 and ends when your authorized access ends. No right to resell access, operate a service bureau, or provide a shared AI service is granted without our written agreement.

You supply compatible equipment, connectivity, and necessary permissions. Updates may be automatic where supported by your settings or required for continued access, security, or compatibility. Third-party and open-source components remain subject to their applicable licenses; these Terms do not remove rights those licenses or applicable law give you.

4. Capture, recording, and third-party rules

The Service may analyze screen content, text, files, code, audio, transcripts, or other context you provide or enable it to receive. Some features may process context continuously while enabled, including before or after an individual request for a solution. Selected content may be transmitted to us and service providers and retained as described in the Privacy Policy. Device permissions and feature controls determine access; stopping capture does not necessarily cancel processing already submitted or delete existing records.

Before enabling capture, recording, transcription, an integration, or AI processing, you must have the rights, notices, permissions, and consents required for the content, participants, systems, and setting involved. A device permission or acceptance of these Terms is not another participant's consent. You must comply with applicable recording and privacy laws and interview, examination, employer, school, platform, confidentiality, and professional rules governing your use.

Do not use the Service to impersonate another person, fabricate credentials, misrepresent unaided work where disclosure is required, or obtain assistance in a setting that prohibits it. Exclude unrelated and confidential material you are not authorized to share. The Service does not grant permission to access someone else's work, bypass assessment controls, or disclose trade secrets. We are not affiliated with or endorsed by an employer, examination provider, or platform merely because the Service can operate alongside it.

No feature, description, demonstration, or third-party statement guarantees that the Service or AI assistance will be invisible, undetectable, permitted by another party, or free from observation by screen sharing, recording, proctoring, operating systems, administrators, or other software. You determine whether your intended use is permitted. We do not promise interview success, employment, admission, grades, certification, income, or any other outcome.

5. Prohibited conduct

You must not, directly or through another person:

These restrictions do not prohibit honest reviews, lawful criticism, ordinary comparisons, reporting suspected illegality to authorities, exercising legal rights, or conduct applicable law protects. A good-faith complaint, refund request, chargeback, or privacy request is not by itself abuse. Responsible security reports are welcome through our legal/support contact; this does not authorize intrusive testing or accessing other people's data.

6. Your content, outputs, and our intellectual property

"Input" means content you submit or authorize the Service to collect. "Output" means responses, solutions, transcripts, and other content generated for you. Together they are "Your Content." You retain any rights you hold in Input. As between you and us, we assign to you any rights we may have in Output generated for you, excluding our pre-existing materials, software, and third-party materials. We do not guarantee that Output is unique, copyrightable, noninfringing, or free of third-party license conditions. Similar content may be generated for others, and no rights in their content are assigned to you.

You represent that you have sufficient rights to provide Input and authorize its processing. You grant us a worldwide, nonexclusive, royalty-free license to host, store, reproduce, transmit, format, adapt, and otherwise process Your Content as reasonably necessary to provide, maintain, secure, support, evaluate, and improve the Service; comply with law; investigate misuse; and establish, exercise, or defend claims. We may permit service providers to exercise these rights for those purposes. This license lasts only as needed for those purposes and retention permitted by the Privacy Policy and law. It is not an unrestricted right to publish private content, sell it, or use your identity in advertising.

Use of identifiable session content for training general-purpose AI models requires the separate notice and permission described in the Privacy Policy where applicable. We may develop and use aggregate or properly de-identified information subject to that policy. Ownership language does not override privacy rights or transfer rights you do not possess.

We and our licensors retain all rights in the Service, including its code, prompts and instructions, workflows, interfaces, designs, documentation, brands, technology, and improvements. Your use, suggestions, or subscription does not create ownership, equity, a partnership, or rights to source code. For voluntary product suggestions, you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use them without attribution or compensation. This feedback license excludes private session content, personal information except as covered by the Privacy Policy, and any transfer of ownership in consumer reviews.

Nonpublic security information, unreleased product materials, and business information that we disclose to you as confidential may be used only for the authorized purpose and may not be disclosed without permission. This does not cover information lawfully public, already known without restriction, independently developed, or lawfully received from another source. It does not restrict protected reviews, reports to regulators, legally required disclosures, or applicable whistleblower rights.

7. Fees, subscriptions, allowances, and cancellation

The price, currency, billing interval, taxes or method of calculating them, included allowances, and renewal or expiration terms are presented at purchase. Payment providers process payments; we may use or replace them. You authorize the charges you expressly approve, including disclosed recurring charges. Use an authorized payment method and keep billing information current. We may correct a clear pricing error before accepting an order or cancel the affected order and return the amount paid; we will not impose an undisclosed higher price.

SUBSCRIPTIONS AUTOMATICALLY RENEW FOR THE DISCLOSED BILLING PERIOD UNTIL CANCELLED, unless your purchase expressly states that it is nonrenewing. Trial or promotional conversion requires the disclosures and affirmative consent applicable law requires. A standalone purchase does not become a subscription merely because you have an account.

Cancel future renewals using the billing controls provided through your account or the relevant purchase platform. If you cannot access them, contact support for cancellation assistance. Cancellation stops future renewals and ordinarily leaves access through the paid period, unless you request immediate closure or section 10 applies. Uninstalling the application or ceasing use does not cancel a subscription. Account deletion and subscription cancellation are distinct processes; cancel before deleting or contact support so both requests can be handled. This does not authorize charges after a valid cancellation request or remove a statutory cancellation method.

Unless purchase terms state otherwise, allowances and promotional credits are personal, nontransferable, not redeemable for cash, and expire at the end of the stated period without rollover. They are not money, stored value, property in the Service, or a promise of permanent availability. Deleting content, retrying a request, reinstalling the application, changing devices, or reopening an account does not entitle you to replacement allowances or another trial.

An "unlimited" offering, if expressly sold, remains subject to its disclosed scope, individual use, concurrency limits, and safeguards against automation, resale, abuse, and unreasonable interference with others. We may throttle or reject abusive workloads and adjust technical limits for security and reliability; this does not authorize undisclosed ordinary-use caps contradicting an advertised plan. Ordinary changes to paid prices or material entitlements apply prospectively with legally required notice and an opportunity to cancel, ordinarily at renewal.

We may suspend paid features for overdue or reversed payments and pursue legitimately owed amounts lawfully. Contact us promptly about billing errors; a voluntary support window does not eliminate statutory dispute rights. We may provide relevant transaction and service records to payment providers when responding to a dispute. We will not seek duplicate recovery or impose a penalty merely for a good-faith dispute.

8. Refunds

Except as stated at purchase, in these Terms, or required by law, fees are nonrefundable. We do not provide credits for partial periods, unused allowances, missed interviews, dissatisfaction with a particular AI response, lack of a desired outcome, or cancellation after a valid renewal. Promotional refunds may have clearly disclosed eligibility and evidence requirements; they do not limit mandatory remedies.

If we permanently terminate paid access for our convenience, discontinue the paid Service, or cannot provide a material prepaid benefit and do not supply a legally sufficient substitute or remedy, we will refund the unused prepaid portion attributable to that access or benefit. For termination based on your material breach, no discretionary refund or credit is owed to the extent permitted by law; we may retain only amounts lawfully retainable, rather than impose an unlawful forfeiture or penalty. If a suspension is resolved without a material breach by you, we will restore access and provide an appropriate extension, credit, or proportional refund for paid access we withheld.

Statutory cancellation, withdrawal, refund, and digital-service remedies remain available where applicable. Any lawful request for immediate performance or waiver of a withdrawal right must be obtained separately when required; accepting these Terms alone does not supply it.

9. Changes, availability, and trials

We may develop, change, replace, limit, suspend, or discontinue the Service or particular features, models, providers, integrations, regions, or supported devices for operational, commercial, legal, or security reasons. We may release experiments, free features, previews, or beta versions and withdraw them without an ongoing support commitment. You purchase the offering described at checkout, not a promise that a roadmap item or specific third-party model will remain available.

Maintenance or updates may be required. We are not responsible for delays caused by events beyond our reasonable control, subject to duties that cannot be excluded. Free and beta features may have lower reliability and may lose data. Keep independent copies of material you need. We do not provide an archival or backup guarantee. Material changes to paid benefits remain subject to sections 7 and 8 and applicable notice and remedy requirements.

10. Investigation, suspension, and termination

We reserve the right, in our discretion and subject to applicable law, to refuse registration or renewal; restrict features, requests, devices, or access; remove or quarantine content; revoke credentials; suspend an account; or terminate this agreement. Grounds include an actual or reasonably suspected breach, fraud, account compromise, payment abuse or nonpayment, infringement, unlawful conduct, risk to people or systems, interference with other users, provider restrictions, legal requirements, or discontinuation of an offering. We may also end the relationship for legitimate business reasons unrelated to a breach, with treatment of prepaid access under section 8.

We may act immediately without advance notice or a cure period where reasonably necessary to prevent harm, investigate a material concern, protect evidence, comply with law, or address a serious or repeated violation. Other action will receive such notice and opportunity to remedy as applicable law requires. We need not disclose confidential security methods, complainants' personal information, privileged material, or information whose disclosure could defeat an investigation or violate law. We will communicate the nature of a restriction when reasonably practicable and lawful and review temporary restrictions as circumstances develop.

We may consider relevant account, payment, technical, content, and complaint evidence lawfully available to us and apply restrictions to accounts reasonably linked to the same abuse. We do not promise to monitor every interaction or detect every violation. Enforcement in one case does not obligate identical action in another or waive our rights. These powers may not be used to discriminate unlawfully or retaliate for protected reviews, complaints, or legal rights.

You may request reconsideration through support and provide relevant information. A request does not automatically restore access or prevent urgent action, and we do not guarantee reinstatement. Do not evade a restriction through another account, person, device, or payment method without our written permission.

When access ends, the affected license ends and you must stop using it. On permanent termination of a paid subscription, we will stop future renewal charges. We may handle content under the Privacy Policy, including lawful preservation. Closure does not erase accrued payment obligations, past breaches, or claims. Where practicable and lawful, we may allow a limited opportunity to retrieve content, but continued access is not guaranteed. Sections 6, 8, and 12-20, accrued obligations under section 7, and restrictions necessary to give effect to termination survive to the extent their purpose requires.

11. Infringement and other rights complaints

Send a rights complaint to [LEGAL/SUPPORT EMAIL] identifying the work or right, specific content and its location or information sufficient to find it, your contact details, and the basis of your claim. Avoid unnecessary private interview material. We may seek clarification, restrict disputed content, notify the affected user where lawful, and terminate repeat infringers in appropriate circumstances. A complaint does not conclusively establish wrongdoing.

For US copyright notices under 17 U.S.C. section 512, include a physical or electronic signature, identification of the copyrighted work and allegedly infringing material, contact information, a statement of good-faith belief that the use is unauthorized, and a statement under penalty of perjury that the notice is accurate and you are authorized to act. Designated agent: [REGISTERED DMCA AGENT NAME, MAILING ADDRESS, TELEPHONE, AND EMAIL].

A qualifying counter-notice must identify the removed material and its former location, include your signature and contact details, state under penalty of perjury your good-faith belief that removal resulted from mistake or misidentification, and consent to the jurisdiction of the federal district court for your address, or if outside the United States, a federal district where we may be found, and to accept service of process from the notice sender or its agent, as required by section 512(g). We may forward it to the complainant. Where the statutory process applies, restoration follows its prescribed timetable, generally 10-14 business days after a qualifying counter-notice unless we receive notice of a qualifying court action. Knowingly material misrepresentations may create liability. Nothing here guarantees that a particular safe harbor applies.

12. AI and warranty disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING OR TRADE USAGE, EXCEPT EXPRESS COMMITMENTS APPLICABLE LAW REQUIRES US TO HONOR.

AI output can be incorrect, incomplete, outdated, biased, misleading, insecure, or similar to third-party material. Capture and transcription can omit or misidentify information. Independently assess outputs, verify permissions and licenses, and test code before consequential use. Output is not professional advice or a representation that a task has been correctly completed. We do not guarantee accuracy, security against every threat, uninterrupted operation, third-party compatibility, or achievement of any result.

13. Limits on liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, codeplus1 AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS ARISING FROM THE SERVICE. THIS INCLUDES SUCH LOSSES ARISING FROM AI ERRORS, THIRD-PARTY DISCIPLINARY ACTION, MISSED OPPORTUNITIES, OR LOSS OF DATA, EVEN IF THEIR POSSIBILITY WAS KNOWN.

OUR COMBINED AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF US $100 OR THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. RELATED CLAIMS SHARE ONE CAP; MULTIPLE CLAIMS DO NOT MULTIPLY IT. THESE LIMITS APPLY REGARDLESS OF THE LEGAL THEORY, TO THE EXTENT ENFORCEABLE.

These exclusions and cap do not restrict refunds expressly owed under section 8 or liability and remedies that cannot lawfully be excluded or limited, including fraud, willful misconduct, gross negligence where nonwaivable, death or personal injury caused by negligence where protected, or mandatory consumer and privacy rights. A contractual limit does not bind a regulator or unrelated third party. If your jurisdiction disallows a limitation, it is inapplicable to that extent.

14. Responsibility for third-party claims

To the extent permitted by law, you will indemnify and hold harmless codeplus1 and its affiliates, owners, officers, directors, employees, and agents against third-party claims and resulting damages, settlements, and reasonable legal costs to the extent caused by your unlawful conduct, material breach, infringement or misappropriation through Your Content, or failure to obtain required recording, privacy, or other permissions. This includes claims by employers, interview participants, assessment providers, or rights holders arising from that conduct. It excludes loss caused by our own breach, negligence, or misconduct and duties consumer law prohibits.

We will give reasonably prompt notice of a covered claim; delay relieves your obligation only to the extent it materially prejudices the defense. We may control the defense with appropriate counsel, and you must reasonably cooperate. You may participate through your own counsel at your expense. Neither party may settle in a way imposing an admission, nonmonetary obligation, or unreimbursed payment on the other without its written consent, not unreasonably withheld. There is no double recovery. We do not promise to defend or indemnify you for use of the Service or Output unless a separately signed agreement says so.

15. Informal resolution

Before bringing a dispute, you and we will attempt in good faith to resolve it by sending written notice describing the relevant account or transaction, facts, and requested relief to the other party's contact address. Our address is [LEGAL/SUPPORT EMAIL]. Allow 30 days after receipt for a response and discussion. Either party may proceed sooner to preserve a filing deadline, seek urgent relief, use small claims court, or contact a regulator. A consumer may have a representative assist; no personal interview or special form is required. A limitations period is tolled during this process to the extent permitted by law.

16. US arbitration and class-action waiver

For users residing in the United States, you and we agree that disputes arising from or relating to these Terms or the Service will be resolved by binding individual arbitration, except below. The Federal Arbitration Act governs this arbitration agreement. An arbitrator can award the individual remedies a court could award under applicable law, subject to enforceable limitations in these Terms.

Either party may bring an individual action within a small claims court's jurisdiction. Either party may seek temporary injunctive relief in court to prevent imminent harm or misuse of intellectual property while arbitration is pending, without waiving arbitration of the merits. Regulatory complaints, government enforcement, and claims or remedies that applicable law does not permit to be arbitrated are excluded. These Terms do not waive a nonwaivable right to public injunctive relief; if necessary, that relief proceeds in court while arbitrable individual issues proceed separately.

JAMS will administer arbitration under its applicable Streamlined Arbitration Rules and Consumer Arbitration Minimum Standards, available at www.jamsadr.com or by contacting JAMS. Consumer standards control over inconsistent procedural terms. A single neutral arbitrator will hear the matter. You may participate remotely or at a reasonably convenient location, including your county of residence when required. We will pay costs the consumer standards require, including any consumer filing amount above the lesser of the applicable small claims filing fee or the consumer fee permitted by JAMS, and consider a demonstrated inability to pay. Fee shifting against a consumer is available only as applicable law and the consumer standards permit; no penalty applies merely for losing.

The arbitrator decides the merits and ordinary procedural issues. A court decides formation, enforceability, the scope or enforceability of the class waiver or public-injunction exclusion, and whether a dispute must be arbitrated. The arbitrator must provide a written decision explaining essential findings. Either party may seek judicial enforcement or review as the Federal Arbitration Act permits.

YOU AND WE WAIVE A JURY TRIAL FOR DISPUTES SUBJECT TO ARBITRATION. TO THE EXTENT PERMITTED BY LAW, EACH MAY BRING SUCH CLAIMS ONLY INDIVIDUALLY, NOT AS A CLASS REPRESENTATIVE OR CLASS MEMBER. The arbitrator may not decide class or representative claims or combine different people's claims without their and our written agreement. This does not prevent coordinated representation, lawful individual filings, or procedures JAMS lawfully requires. It does not create an invalid class waiver outside this arbitration agreement.

You may opt out of this section within 30 days after first accepting these Terms by emailing [LEGAL/SUPPORT EMAIL] or writing to [BUSINESS MAILING ADDRESS] with your name, account email, and a clear statement that you opt out of arbitration. No reason, fee, or identity document is required. An opt-out does not otherwise affect your account. If we materially change this section, you may reject the change within 30 days after notice; the previous valid agreement, if any, continues to govern. A new version will not apply retroactively to a dispute of which either party already gave notice.

If JAMS cannot administer a dispute, we may agree on another neutral provider; absent agreement, either party may proceed in a competent court. If the class waiver is unenforceable for a claim, that claim proceeds in court rather than class arbitration; separable arbitrable claims remain subject to arbitration unless law requires otherwise. If this arbitration agreement as a whole is unenforceable, the dispute proceeds in court under section 17.

17. Governing law and courts

Except for the Federal Arbitration Act and mandatory law, these Terms are governed by the laws of [CHOSEN US STATE OR OTHER OPERATING JURISDICTION], without its conflict-of-law rules. For disputes permitted in court, the parties consent to the state and federal courts in [COUNTY AND STATE / APPROPRIATE COURTS], except an eligible small claims court or any forum mandatory consumer law entitles you to use. Nothing deprives a consumer of nonwaivable protections of their residence. We do not shorten a statutory claim period.

18. Notices and changes to these Terms

We may provide account, security, billing, and legal notices electronically through the Service or your contact details, subject to legally required delivery methods. Keep contact details current and retain these Terms and purchase confirmations. Marketing choices are separate from operational notices.

We may revise these Terms prospectively. We will give reasonable advance notice of material changes through the Service or email, including the effective date, and obtain renewed affirmative agreement where required. Legally necessary or urgent security changes may take effect sooner where permitted. Continued use after the effective date constitutes acceptance only where legally sufficient. If you do not accept a change, stop using the affected Service and cancel future renewals; existing paid-period rights and mandatory remedies remain protected. A revised policy does not retroactively authorize a materially different use of previously collected personal information.

19. Other provisions

These Terms and properly incorporated purchase or feature terms are the entire agreement, without excluding legally binding representations or nonwaivable remedies. AI outputs, support conversations, uploaded documents, and terms embedded in prompts do not amend this agreement. Only an authorized written agreement or the process in section 18 can do so.

We may assign this agreement to an affiliate or successor in a merger, reorganization, financing enforcement, or sale of the relevant business or assets, subject to law and without reducing rights for an already paid period. You may not transfer the agreement or access without our written consent except where law permits. We may use subcontractors subject to our applicable obligations.

Failure or delay to enforce is not a waiver. Remedies are cumulative except as law or these Terms provides. An unenforceable provision is severed to the extent permitted without requiring a court to rewrite an unlawful clause; section 16 supplies its own severability rules. No agency, employment, fiduciary, partnership, or joint-venture relationship is created. Except for persons expressly protected in sections 13 and 14 and lawful successors, there are no third-party beneficiaries.

You must comply with applicable export controls and sanctions and not evade legal restrictions on the Service, its technology, or providers. We may decline transactions or restrict availability to comply. We may seek lawful injunctive relief against unauthorized access, infringement, or serious misuse; these Terms do not predetermine a court's findings or waive required proof or security.

20. Contact

For support, cancellation assistance, complaints, legal notices, privacy matters, or an arbitration opt-out, contact [LEGAL/SUPPORT EMAIL] or [BUSINESS MAILING ADDRESS]. Copyright notices should use section 11's designated agent. Mandatory rights take precedence over conflicting terms.