Terms of Service

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY, BINDING ARBITRATION AGREEMENT IN SECTION 13.2 AND A CLASS ACTION/JURY TRIAL WAIVER IN SECTION 13.3. EXCEPT FOR THE LIMITED EXCEPTIONS AND OPT-OUT RIGHT DESCRIBED THEREIN, YOU AND POTPIE MUST RESOLVE ANY DISPUTE OR CLAIM RELATING TO THESE TERMS OR THE SERVICE EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE (A) YOUR RIGHT TO SEEK RELIEF IN COURT OR TO HAVE A JURY TRIAL, AND (B) YOUR RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. IF YOU DO NOT WISH TO AGREE TO THE ARBITRATION AGREEMENT OR CLASS ACTION/JURY TRIAL WAIVER, YOU MAY OPT OUT BY FOLLOWING THE INSTRUCTIONS IN SECTION 13.2 WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS.

0. Key Terms Summary

• Acceptance & Eligibility: By using Potpie, you enter a binding agreement to these Terms of Service (the “Terms”). If you violate these Terms, we may suspend or terminate your access.
• Privacy: Potpie’s use of your data is governed by our Privacy Policy. We value your privacy. Any personal information or content you provide will be handled as described in that policy. We may use certain non-personal or aggregated data (and content you submit) to maintain and improve our services and train our models, in accordance with the Privacy Policy.
• Your Content & Outputs: You retain ownership of all content you input into Potpie and any outputs (including code or text) generated for you by Potpie’s AI. We do not claim ownership of your code, prompts, or results. However, you give Potpie permission to use, store, and process your content and outputs as needed to provide the service (for example, to run the AI and return results to you). You are responsible for the content you provide and for reviewing any AI-generated output for accuracy and compliance with applicable laws.
• Potpie’s Intellectual Property: Potpie (Momenta Softwares Inc.) owns and retains all rights to the platform, software, APIs, models, extensions, and other tools that make up the service (“Potpie Materials”). You are granted a limited, revocable license to use Potpie’s services and tools for their intended purpose, only as permitted by these Terms. You may not copy, modify, distribute, or reverse engineer our technology or use it outside the scope of the service.
• Acceptable Use: You must use Potpie responsibly and lawfully. Prohibited uses include any illegal activities, harassment, infringement of others’ rights, uploading malicious code, or attempting to disrupt or hack the service. Do not misuse Potpie (no spamming, scraping, or overloading our systems, and no sharing of highly sensitive personal data). Violation of the Acceptable Use rules can lead to account termination.
• No Warranties: Potpie is provided “as is” and “as available” without warranties or guarantees of any kind. We do not guarantee that the service will be error-free, uninterrupted, or that the results (such as AI-generated outputs) will be accurate or fit your particular needs. Use the service at your own risk.
• Limited Liability: To the maximum extent allowed by law, Potpie’s liability to you is limited. We will not be responsible for indirect, incidental, or consequential damages, or lost profits or data. If you have any claim against us, the most you can recover (if anything) is the amount you have paid to Potpie for the service in the last 12 months (or $0 if you have paid nothing).
• Dispute Resolution: All disputes will be handled through binding arbitration on an individual basis (no jury trials, no class actions), under Delaware law. This means you waive any right to go to court as a plaintiff or class member in a class or consolidated action. Delaware state or federal courts have exclusive jurisdiction for certain matters not subject to arbitration, and Delaware law governs these Terms.

1. Introduction and Acceptance of Terms

Welcome to Potpie! These Terms of Service (“Terms”) are a legal agreement between you (referred to as “you” or “User”) and Momenta Softwares Inc. (doing business as “Potpie”), a Delaware corporation with its principal address at 8 The Green, Suite R, Dover, County of Kent, Delaware 19901 (referred to as “Potpie,” “we,” “us,” or “our”). By accessing or using Potpie’s software platform, website, APIs, VS Code extension, Slack application, or related developer tools (collectively, the “Service” or “Services”), you agree to be bound by these Terms, as well as our Privacy Policy (which is incorporated by reference). If you do not agree to these Terms, you must not use the Service.

By accepting this agreement, you represent that you are at least 18 years old. If you are using Potpie on behalf of an organization or employer, you also confirm that you have the authority to bind that organization to these Terms, and “you” will refer to both you and your organization. No users under 13 years of age may use the Service; if we discover an account belonging to a child under 13, we will terminate it. Users between 13 and 18 must only use the Service under the supervision of a parent or legal guardian who agrees to these Terms.

Modifications: Potpie may update or change these Terms from time to time. We will notify users of material changes (for example, by email or by posting a notice on our site). Updated Terms will be indicated by a revised “Last Updated” date. Continued use of the Service after changes become effective constitutes your acceptance of the new Terms. If you do not agree to a change, you should stop using the Service and, if applicable, cancel any paid subscription.

2. Description of Services

Potpie provides a software platform and suite of developer tools that enable you to create and use task-oriented AI agents for your codebase. Our Services include (as applicable):

• Web Platform & APIs: An online platform (and associated application programming interfaces) for configuring, managing, and running AI agents that can analyze and interact with your code and data.
• VS Code Extension: A Potpie extension for Visual Studio Code that allows you to build and run AI agents directly in your code editor.
• Slack App: An integration that lets you trigger and interact with your Potpie agents within your team’s Slack workspace.
• Other Developer Tools: Any other applications, command-line tools, libraries, or integrations provided by Potpie to facilitate AI-assisted software development.

These combined offerings are referred to in these Terms as the “Service” or “Services.” The Service may be available in both a hosted cloud version (operated by Potpie) and an open-source self-hosted version. If you choose to use Potpie’s open-source software on your own infrastructure, your use of the open-source software is subject to the applicable open-source license, and not directly governed by this Terms of Service agreement. However, these Terms will apply to any use of Potpie’s hosted services or any interaction with Potpie’s cloud platform.

When you use our Service, we grant you a limited, non-exclusive, non-transferable license to access and use Potpie and its software, solely for your internal use and in accordance with these Terms and our Documentation. All rights not expressly granted to you are reserved by Potpie and its licensors. We may from time to time develop patches, bug fixes, updates, upgrades, or other modifications to improve or enhance the Service. You agree that we may deploy and install such updates at our discretion, as part of providing the Service.

3. Your Account and Eligibility

Account Creation: To access certain features of Potpie, you may need to register for an account. When creating an account, you agree to provide true, current, and complete information (such as your name and a valid email address), and to keep that information up to date. You are responsible for maintaining the confidentiality of your account login credentials and for any activity that occurs under your account. Do not share your account or password with others. If you suspect any unauthorized use of your account or a security breach, you must notify us immediately at hello@potpie.ai.

Account Security: You are responsible for all actions taken through your account. Potpie is not liable for any loss or damage arising from unauthorized use of your credentials. We may offer certain security features (like two-factor authentication), and we encourage you to use them. However, you understand that you are solely responsible for protecting your account and devices. Potpie will assume that any communications we receive from your account or associated credentials were made by you.

Eligibility Requirements: By using the Service, you represent and warrant that you meet the age requirements stated in Section 1 (Introduction) above and that you are not barred from using the Service under applicable law. You also represent that you are not located in, a resident of, or under the control of any country or region subject to U.S. government embargo, nor are you on any U.S. government list of prohibited or restricted parties. Potpie reserves the right to refuse registration, cancel accounts, or limit access to the Service in its discretion, including if we believe a user has violated these Terms or is otherwise ineligible.

4. Fees and Payment

Free and Paid Plans: Potpie may offer different tiers of service, including free plans and paid subscription plans. The pricing and specific details of each plan are provided on our website or in an order form. By selecting a paid plan, you agree to pay the applicable subscription fees and any taxes or charges assessed against your account. All fees are stated and payable in U.S. dollars, unless otherwise specified.

Billing: If you sign up for a paid plan, you must provide a valid payment method (e.g. credit card or other accepted payment provider) and accurate billing information. By providing such payment information, you authorize Potpie (or our third-party payment processor) to charge the applicable fees to your payment method on a recurring basis (e.g. monthly or annually, depending on your plan). Auto-Renewal: Paid subscriptions will automatically renew at the end of each billing cycle unless you cancel beforehand. You will be charged in advance of each billing period. You can cancel or downgrade your plan at any time through your account settings; the change will take effect at the end of your current billing period. Late Payments: If we are unable to process payment for your subscription when due (for example, due to an expired credit card or insufficient funds), we will attempt to notify you. We may suspend or downgrade your account for non-payment. You agree to pay all reasonable costs (including attorneys’ fees) incurred by Potpie in collecting overdue amounts, except where prohibited by law. Taxes: Subscription fees do not include any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying any such applicable taxes (other than taxes on Potpie’s income). We will charge tax when required to do so (e.g., sales tax or VAT) and you agree to pay those amounts. Promotional Offers: Potpie at its sole discretion, may make promotional offers with different features and different pricing to any of Potpie’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Refunds and Cancellations: All payments made for our services or subscriptions are generally non-refundable. We encourage users to review service details and terms carefully before making a purchase. However, we understand that unforeseen circumstances may arise. Refunds may be considered in the following exceptional cases, at our sole discretion: • Technical errors on our part that prevent access to the service; • Force majeure events, such as natural disasters or widespread service outages; • Duplicate payments made due to billing errors; • User-initiated cancellations with valid, documented reasons submitted within a reasonable time frame.

To request a refund, users must contact us in writing within 7 days of the transaction, stating the reason and providing relevant documentation where applicable.

Refund requests that fall outside the scope of the above exceptions will not be entertained. Where a refund is approved, it may take 7–14 business days to process.

This policy is subject to change, and the final decision on all refund requests rests with the Company.

5. Acceptable Use Policy

We want Potpie to be a secure, reliable, and respectful platform for all users. To that end, you agree to use the Service in accordance with the following acceptable use terms. You must not misuse the Service. In particular, you agree that you will not:

• Illegal Activities: Use the Service for any unlawful purpose or in violation of any applicable law or regulation. This includes not using Potpie to plan or execute crimes, not violating export control or sanctions laws, and not engaging in fraud or money laundering via the platform.
• Unauthorized Access: Attempt to probe, scan, or test the vulnerability of any Potpie system or network, or breach any security or authentication measures. You must not access or use any non-public areas of the Service or other users’ accounts without permission. Similarly, do not attempt to bypass or circumvent any access controls or limitations of the Service.
• Interference: Interfere with or disrupt the proper functioning of the Service. This prohibition includes avoiding any activities that impose an unreasonable or disproportionately large load on our infrastructure. For example, you should not use automated scripts, bots, or scrapers to continuously query or extract data from Potpie in a manner that overwhelms our service, nor launch any denial-of-service (DoS) attacks.
• Malicious Code: Upload, transmit, or distribute viruses, worms, malware, or any other technology that is designed to interfere with the proper function of any software, hardware, or equipment on the Service (or the systems of other users). Do not use Potpie to distribute spam, chain letters, pyramid schemes, or any other unsolicited or bulk communications.
• Misrepresentation and Misuse: Misrepresent your identity or affiliation in using the Service. You may not impersonate any person or entity, or falsely imply an association with Potpie or endorsement by Potpie. Additionally, you must not use the Service to harvest or collect information about others (such as email addresses) without their consent.
• Content Restrictions: Upload, share, or generate any content through Potpie that is illegal, harmful, or violates the rights of others. Prohibited content includes, but is not limited to: material that is defamatory or libelous; obscene or pornographic material; content that promotes hatred, violence, or harassment; and content that infringes or misappropriates someone else’s intellectual property or privacy rights. You are responsible for ensuring you have the necessary rights to any code or data you input into Potpie.
• No Sensitive Personal Data: Avoid using the Service to store or transmit highly sensitive personal information that is not necessary for the Service’s intended use. Potpie is not designed to handle regulated sensitive data, and you acknowledge that uploading such information may pose security and privacy risks.
• No Resale or Abuse of Service: You may not reproduce, duplicate, copy, sell, trade, or resell the Service (or any portion of it) for any purpose, except as expressly permitted by Potpie. Also, do not use the Service to create a competing product or service, or use the output of Potpie’s AI in a way that violates any usage limits we set or that competes unfairly with Potpie.
• Aid of Others: You must not assist or encourage any third party in doing any of the activities prohibited by this Acceptable Use Policy. In other words, do not help someone else violate these rules either.

Enforcement: Potpie reserves the right (but is not obligated) to monitor use of the Service and any user content to ensure compliance with these Terms and to investigate any suspected violations. We may remove or disable access to any content and suspend or terminate any account if we believe, in our sole discretion, that there has been a violation of the Acceptable Use Policy or any other provision of these Terms. Potpie will also cooperate with law enforcement and regulatory authorities if required by law to do so, or if cooperation is needed to prevent imminent harm.

If you believe a user of Potpie is violating these rules or engaging in any harmful behavior, please report it to us at legal@potpie.ai.

6. User Content and Ownership

“User Content” means any code, data, text, files, or other materials that you upload, submit, or otherwise provide to the Service, as well as any output generated by the Service based on your inputs (for example, AI-generated code, answers, or other results specifically produced for you). You retain all rights and ownership in your User Content and outputs. Potpie will not claim ownership of your code or other proprietary material that you use with the Service.

By using Potpie, you grant us a limited license to handle your content strictly for providing and improving the Service. This means you give Potpie and our contractors a non-exclusive, worldwide, royalty-free right to use, copy, process, transmit, store, and display your User Content but only for the following purposes: (a) to operate, maintain, and provide the Service to you and other users (for example, to feed your code to our AI models and return results to you, or to store data you’ve saved in the platform); and (b) to improve and enhance the Service, including the underlying algorithms and models, in accordance with our Privacy Policy. We will not use your private code or other personal User Content to train publicly available AI models or to share with other customers, except as permitted by you or as outlined in the Privacy Policy. For example, if Potpie introduces an optional feature to fine-tune an AI model on your data for your benefit, we would only do so with your explicit consent or instruction.

Your Responsibilities for Content: You are solely responsible for the legality, reliability, and appropriateness of all User Content you submit to Potpie. By uploading or providing any content, you represent and warrant that you have all necessary rights, licenses, and permissions to use that content with the Service and to grant Potpie the rights described in these Terms. You agree not to upload any content that you know or reasonably should know infringes someone else’s intellectual property or privacy rights, or that is subject to third-party license terms that would require Potpie to comply with additional obligations (for example, uploading code that is under a GPL license into the Service could be problematic—ensure you have rights to have the code processed by our tools). Potpie is not responsible for any actions you take with your content or any violations of law or third-party rights that you may commit by using the Service. You agree to indemnify Potpie for any claims arising from your User Content (see Indemnification below).

AI-Generated Outputs: Potpie’s AI agents may generate suggestions, code, or other outputs based on the context you provide. You acknowledge that any outputs are generated based on patterns and information in training data, and while we strive for useful and accurate results, the outputs may not be perfect, correct, or suitable for every situation. You are responsible for reviewing and testing any AI-generated code or recommendations before using them in a production or real-world setting.

Ownership of Outputs: As stated, you own the outputs generated for you. To the extent any copyright or intellectual property rights could exist in the AI-generated output, Potpie disclaims any ownership of those rights – they are considered part of your User Content. However, Potpie does not guarantee that outputs will be unique or free of elements that might be similar to other content. It is possible that the AI could produce similar code or text for different users or that it could inadvertently produce material that is akin to existing third-party content. You agree that you will use your outputs responsibly and in compliance with any applicable licenses or laws, especially when incorporating AI-generated code into your projects.

Content Sharing: If the Service allows you to share or publish any User Content or outputs (for example, sharing an AI agent or its results with teammates or publicly), you do so at your discretion. Potpie will consider content you actively share or publish through the platform as no longer private to you. When you make content public via Potpie, you grant Potpie permission to display and distribute that content to others as part of the Service’s functionality (for instance, showing your shared agent or answer to those you shared it with). You also acknowledge that other users may view, use, or re-share such content once it’s made public. Important: Potpie will never make your private code or data publicly accessible unless you choose to share it or as required by law.

No Obligation to Monitor: Potpie is not obligated to pre-screen or monitor any User Content. However, we reserve the right to remove or disable access to any content for any reason, including if we determine that it violates these Terms or applicable law. We also do not guarantee the storage or continued availability of any User Content – we encourage you to keep backup copies of your own data.

Feedback: We welcome feedback, suggestions, and ideas for improving Potpie (“Feedback”). If you choose to provide Feedback, you agree that Potpie can freely use, modify, and incorporate it into our products and services without any obligation or compensation to you. Feedback is entirely voluntary, and we are not required to use it. However, by submitting Feedback, you grant Potpie a perpetual, irrevocable, worldwide license to use and incorporate the feedback into Potpie or other products.

7. Potpie’s Intellectual Property

Apart from the User Content described above, all elements of the Potpie Service are proprietary to Potpie or our licensors. This includes the software code (excluding any of your code processed by the Service), the design and architecture of the platform, the AI models and algorithms, the Potpie website and branding, and all content provided by Potpie such as documentation, logos, and graphics (collectively, “Potpie Materials”). Potpie (Momenta Softwares Inc.) retains exclusive ownership of all rights, title, and interest in and to the Potpie Materials, including all associated intellectual property rights (such as copyrights, patents, trademarks, and trade secrets).

Nothing in these Terms transfers any ownership of Potpie’s intellectual property to you. You agree that you won’t copy, reproduce, modify, create derivative works of, publicly display, publicly perform, republish, download, or transmit any part of the Potpie Materials, except as expressly allowed by us. Specifically, you shall not:

• Reverse Engineering: Attempt to reverse engineer, disassemble, or decompile any part of the Service or Potpie software (except to the extent that applicable law permits such acts despite this limitation).
• Unauthorized Use: Rent, lease, lend, sell, sublicense, or transfer any of Potpie’s software or services to a third party (except for sharing agents or outputs as allowed by the Service’s normal function). You may not enable anyone else to use your access to the Service, aside from your authorized team members under your account, and you may not charge any third party for using Potpie (outside of an arrangement that is expressly permitted by us in writing).
• Trademarks: Use Potpie’s name, logos, or trademarks without our prior written consent. You may, however, factually state that you are a user of Potpie (for example in a blog or review), as long as you do not imply any false endorsement or partnership with Potpie.
• Open Source Components: Potpie may include certain open-source software components that are provided under separate license terms. In those cases, the open-source licenses will govern your use of those components (only for those specific components), and nothing in these Terms will restrict your rights under those licenses. We will provide attribution and license notices for third-party open-source software in our documentation or within the Service as required.

License to You: Subject to your compliance with these Terms (and your payment of applicable fees, if on a paid plan), Potpie grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Potpie Materials via the Service for your internal business or personal purposes. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Potpie, in the manner permitted by these Terms. You obtain no rights to the Potpie Materials except for the above license. If you violate these Terms, or if these Terms expire or are terminated, this license will automatically terminate and you must cease all use of the Service and Potpie Materials.

Potpie reserves all rights not expressly granted in these Terms. No implied licenses are given. We appreciate our users and may, in some cases, seek permission to highlight the work you do with Potpie (for example, we might like to mention your company as a user of Potpie or showcase a non-confidential project in a case study). We will always seek your permission for any such marketing references; unless you separately agree, we will not use your trademarks or logos in our marketing materials.

8. Privacy and Data Use

Your privacy is important to us. Our practices concerning the collection, use, and disclosure of personal information are described in our Privacy Policy. We encourage you to read the Privacy Policy carefully, as it forms part of these Terms. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

Personal Data: To provide the Service, Potpie may collect certain limited personal data from you (such as your contact information and account details) and process data you input into the platform (which may incidentally include personal information if contained in your code or prompts). We will use and protect all such data in accordance with our Privacy Policy and applicable data protection laws. In general, we use your data to operate the Service, communicate with you, personalize your experience, and improve our offerings. We do not sell your personal information to third parties. We implement reasonable and appropriate security measures to safeguard your data, but we cannot guarantee absolute security. You should also take steps to secure your account and not share credentials.

Model Training and Analytics: Potpie uses usage data (like logs, queries, and feedback) and de-identified User Content to improve our AI models and overall service quality. This includes analyzing common issues to enhance performance and accuracy. All data used for training is handled securely and in line with our Privacy Policy; we do not share your personal data with third-party AI training providers.

If you’re on a Pro Plan, your data is excluded by default from model training. This feature is being rolled out, and we encourage Pro users to contact us at hello@potpie.ai to confirm or customize data preferences.

By default, we do not retain your code or prompts in a personally identifiable way after delivering results, except as needed for debugging, audit, or improving the Service. If your data is sensitive, reach out to explore additional safeguards or on-prem deployment options.

Aggregated Data: Potpie may compile anonymous, aggregated usage or performance statistics (for example, overall trends like “X% of users use a certain feature daily”). Such information will not identify you personally and may be used by us for research, analytics, and improving or marketing the Service.

If you have any questions about how Potpie handles your data or if you need to exercise any rights you may have under privacy laws (such as rights to access or delete your data), please refer to the Privacy Policy or reach out to us at hello@potpie.ai.

9. Disclaimer of Warranties

Use at Your Own Risk: Potpie is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Potpie, its parent company, affiliates, suppliers, and partners disclaim all warranties and representations, express or implied, regarding the Service. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or course of performance.

Potpie does not warrant that the Service will be free from viruses, malware, or other harmful components, though we make efforts to secure our platform. You are responsible for implementing appropriate security, backup, and protective measures for your systems and data when using online services.

Third-Party Services: Some features of Potpie might integrate or interact with third-party services (for example, using a third-party large language model provider, or integrating with GitHub, Slack, or VS Code which are third-party platforms). Potpie makes no warranties or representations regarding third-party services, which are provided “as is” under the terms of those third parties. We are not responsible for downtime, errors, or data loss caused by third-party services. Any mention of or link to a third-party product or service within Potpie is for your convenience and does not constitute an endorsement.

Beta Features: From time to time, Potpie may offer new features or beta versions of the Service for trial. Those are provided for evaluation only and may have even less stability than the main Service. All disclaimers herein apply fully to beta services, and they may be withdrawn at any time.

No Warranty of Outcome: You acknowledge that AI-based suggestions or code generation is probabilistic in nature. Potpie does not guarantee that using the Service will result in any particular outcome for you, such as finding all bugs in your code, writing code that compiles, or improving your productivity to a specific degree. You remain responsible for your use of the outputs and for compliance with any laws or regulations applicable to your work (for example, privacy laws if you decide to input personal data, or software license compliance if you use generated code).

Some jurisdictions do not allow the exclusion of certain warranties. To the extent that such laws apply to you, some of the exclusions above may not apply. In that case, Potpie’s warranties are limited to the minimum warranty scope allowed by applicable law.

10. Limitation of Liability

Limitation of Types of Damages: To the fullest extent permitted by law, Potpie and Momenta Softwares Inc., and our affiliates, officers, employees, agents, suppliers, and partners, will not be liable for any indirect, incidental, special, consequential, or punitive damages. This includes, without limitation, damages for lost profits, lost savings or revenue, loss or corruption of data, business interruption, or any other intangible losses, arising out of or in connection with your use of (or inability to use) the Service, even if we have been advised of the possibility of such damages. We also disclaim any liability for any damages caused by the Service being unavailable or insecure, or for any content (including User Content or third-party content) that is lost or exposed through the Service.

Cap on Liability Amount: To the extent permitted by law, the total cumulative liability of Potpie (Momenta Softwares Inc.) and our affiliates and agents to you for any claims arising out of or relating to these Terms or the Service is limited to the greater of: (a) the total amount you paid to Potpie for the Service in the 12 months immediately preceding the event giving rise to the liability; or (b) $100 USD, whichever is greater. If, for example, you have a monthly subscription and something happens after six months of use, our maximum liability would be the sum of those six months of fees, or $100, whichever is higher. This limitation applies whether the claim is based on warranty, contract, statute, tort (including negligence), or any other legal theory.

If you use only the free version of Potpie and have never paid us anything, our total liability for any claim will not exceed $100 (to cover at least some potential statutory damages or costs).

Application of Limitations: The limitations of liability in this section are fundamental elements of the agreement between you and Potpie. Potpie would not be able to provide the Service without such limitations. These limitations shall apply even if any limited remedy fails of its essential purpose. In jurisdictions that do not allow the exclusion or limitation of certain damages, our liability will be limited to the maximum extent permitted by law.

Release: You agree not to hold Potpie responsible for any issues that are beyond our control or not reasonably foreseeable. If you have a dispute with one or more third parties (for example, another user, or an external service provider), you release Potpie and its affiliates and agents from any claims, demands, and damages of every kind arising out of or connected with such disputes.

This section is not intended to exclude or limit any liability that cannot be excluded under applicable law (for instance, certain liabilities under product liability laws, or for gross negligence or willful misconduct). However, in any case where the law allows liability to be limited, the limitations set forth herein will apply.

11. Indemnification

You agree to indemnify, defend, and hold harmless Potpie (Momenta Softwares Inc.) and its officers, directors, employees, affiliates, agents, and partners from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or are related to:

1. Your Use of the Service: any use of the Service by you or your account, including any actions taken by your AI agents or any content you generate or code you deploy using Potpie,
2. Your User Content: any data, code, or materials you upload, submit, or otherwise transmit through Potpie (including claims that your content infringes or misappropriates a third party’s intellectual property or privacy rights, or that it is defamatory or unlawful), or
3. Your Violation of these Terms: any breach by you of these Terms or of any applicable law or regulation.

Potpie reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter). In such cases, you agree to cooperate fully with Potpie’s defense of the claim. You agree not to settle any such matter without the prior written consent of Potpie. We will use reasonable efforts to notify you of any claim, action, or proceeding subject to your indemnification obligation as soon as we become aware of it.

This indemnification provision will survive any termination of your account or the Service.

(In simple terms: if someone else sues or demands compensation from Potpie because of something you did – for example, you posted content you weren’t allowed to, or you misused the service – then you’ll cover Potpie for the costs and damages.)

12. Termination

Term of Agreement: These Terms will remain in effect as long as you continue to access or use the Service. All provisions of these Terms that by their nature should survive termination (such as ownership provisions, warranty disclaimers, limitations of liability, dispute resolution terms, and indemnification) will survive.

Your Right to Terminate: You are free to stop using Potpie at any time. You may delete your account by contacting us at hello@potpie.ai with a request to delete your account. If you cancel a paid subscription, your account will revert to a free/basic tier at the end of your current paid period (unless you explicitly request immediate deactivation). Please note that simply uninstalling a Potpie app or disconnecting an integration (like the VS Code extension or Slack app) will not automatically terminate your account or stop billing; you need to follow the proper account cancellation steps.

If you would like us to delete your personal data entirely, you may exercise your Right to Erasure by sending an email to hello@potpie.ai with the subject line “Data Deletion Request.” We will erase your data where applicable—such as when it is no longer needed, consent has been withdrawn, or the data was processed unlawfully—unless retention is required for legal or business reasons (e.g., compliance with tax laws or fraud prevention). We will respond in accordance with applicable data protection laws.

Our Right to Suspend or Terminate: Potpie reserves the right to suspend or terminate your access to the Service (or certain features of the Service) at any time, with or without notice, for any of the following reasons:

• Violation of Terms: If you breach any provision of these Terms or violate the letter or spirit of any policies or guidelines we make available, we may suspend your account immediately. For example, misuse of the Service, engaging in illegal conduct, or infringement of intellectual property can result in immediate termination.
• Preventing Harm: We may suspend or terminate access if needed to prevent harm or liability to other users, third parties, or to the security, integrity, or operation of our Service. This includes excessive use that threatens our infrastructure or any attempt to hack or misuse the Service.
• Legal Compliance: If required by law enforcement or government authorities (e.g., in response to a court order or investigation), or if the Service becomes illegal under applicable law in your jurisdiction, we may terminate your access.
• Discontinuation of Service: We retain the right to discontinue the Service (in whole or in part) or to terminate this agreement for convenience if we decide to cease offering the Service. In such event, we will make reasonable efforts to provide advance notice to users.

Effect of Termination: Upon any termination of your account or this agreement, your right to use the Service will immediately cease, and we may delete or disable access to your account data (including your User Content) after the effective date of termination. We recommend that you proactively export or save any content you wish to keep before you or we terminate your account. Potpie is not obligated to provide you with a copy of your content after termination (especially if we terminated for your breach), though in non-breach situations we may allow you to request a limited window to retrieve data.

If your account is terminated due to a breach of these Terms, you are not entitled to any refunds of prepaid fees.

After termination, you no longer have a right to access or use the Service. Any software (like the Potpie VS Code extension) that you have installed must be deleted or no longer used. Termination of the Service will not cancel any provisions meant to protect rights either party accrued prior to termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by Delaware state law, except to the extent that U.S. federal law applies (for example, in arbitration matters as noted below). We exclude the application of any conflict-of-law principles to the contrary, meaning that if you live in a different jurisdiction, neither the U.N. Convention on Contracts for the International Sale of Goods nor that jurisdiction’s laws will override Delaware law in governing this contract.

For users residing outside the United States: you and Potpie agree that Delaware law will apply, which might result in fewer consumer protections than the laws of your country of residence. If you are a consumer in the European Union or other region with mandatory consumer protections, nothing in this section removes any mandatory right you have to rely on the consumer protection laws of your country.

In the unlikely event that the arbitration agreement below is found not to apply to you or to a particular dispute (for example, if a court rules that it is invalid or unenforceable), you agree that any such dispute will be resolved exclusively in the state or federal courts located in the State of Delaware, USA, and you consent to personal jurisdiction and venue in those courts. You also agree to waive any objection on the grounds of inconvenient forum or lack of jurisdiction.

13.2 Arbitration Agreement

Please read this section carefully because it requires both you and Potpie to arbitrate disputes on an individual basis and limits the ways you can seek relief from Potpie.

Agreement to Arbitrate: You and Potpie agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service shall be resolved by binding arbitration, except for the matters described under “Exceptions to Arbitration” below. This includes any claims based on contract, tort, statute, fraud, misrepresentation, or any other legal theory.

Arbitration Procedure: The arbitration will be administered by a neutral arbitration provider mutually agreed upon by you and Potpie (for example, the American Arbitration Association (AAA) or JAMS) in accordance with that provider’s rules applicable to consumer or commercial disputes (as appropriate). If we cannot mutually agree on a provider, the arbitration will default to the AAA and be governed by the AAA Consumer Arbitration Rules. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent or to our business address (see the Contact Information section). The arbitration will be conducted by a single, neutral arbitrator.

Arbitration Location and Logistics: You agree that arbitration will take place in Delaware, USA (specifically, a venue to be determined in Kent County or another location in Delaware that Potpie chooses), unless otherwise required by law or agreed by the parties. We may also mutually agree to conduct the arbitration remotely (for example, via video conference or based on written submissions) especially if the amount in dispute is small or if traveling to Delaware would cause undue burden. The language of the arbitration shall be English. If you are an individual using the Service for personal or consumer use, any arbitration hearings will be scheduled to accommodate your ability to participate.

Arbitration Fees and Law: Each party is responsible for paying their own filing, administrative, and arbitrator fees as required by the arbitration provider’s rules. The arbitrator will apply the substantive law of the State of Delaware (and U.S. federal law for arbitration issues, per the Federal Arbitration Act) to any disputes or claims, without regard to conflict-of-law rules. The arbitrator may award any relief that a court of competent jurisdiction could award, including individual injunctive or declaratory relief, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Confidentiality: The arbitration proceeding and all related communications, evidence, and rulings will be kept confidential by the parties, except as may be required to enforce the arbitrator’s decision or as permitted by law.

Decision and Enforcement: The arbitrator’s decision will be final and binding on both parties. Judgment on the arbitration award may be entered in any court having jurisdiction.

Exceptions to Arbitration: Notwithstanding the above, either party may choose to pursue the following without arbitration: (a) claims brought individually in small claims court (if they qualify and remain in that court’s jurisdiction); and (b) claims for injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse, piracy, or infringement of intellectual property or other proprietary rights. For example, if you violate Potpie’s intellectual property rights, we may seek an injunction in court to stop you. This arbitration agreement does not prevent either party from approaching a court to seek a provisional remedy (such as a temporary restraining order or preliminary injunction) as needed to preserve the status quo or prevent irreparable harm, pending the outcome of arbitration.

13.3 Class Action and Jury Trial Waiver

WAIVER OF CLASS ACTIONS AND JURY TRIALS: You and Potpie agree that all claims and disputes will be resolved on an individual basis, and not as part of a class, consolidated, or representative action. This means that you and Potpie waive the right to a jury trial and the right to participate in a class action lawsuit or class-wide arbitration.

The arbitrator may not consolidate or join the claims of multiple parties and may not otherwise preside over any form of a representative or class proceeding.

• No Class Actions: You may bring a claim only on your own behalf and cannot seek relief that would affect other users. Likewise, any relief awarded to you cannot affect other users.
• No Jury Trial: In the event any litigation should arise between you and Potpie in any court (in scenarios where the arbitration clause does not apply or is unenforceable), you and Potpie expressly waive all rights to a trial by jury in any such litigation.

If a court of competent jurisdiction finds the foregoing class action waiver to be unenforceable or invalid, then the entirety of the arbitration agreement in Section 13.2 shall be null and void (but the rest of these Terms will remain in effect). If that happens, you agree that exclusive jurisdiction and venue described in Section 13.1 shall govern any court proceedings arising out of these Terms.

Survival: This Section 13 (Governing Law and Dispute Resolution) shall survive any termination of these Terms or your account.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or guidelines we reference herein, constitute the entire agreement between you and Potpie concerning the Service. They supersede any prior or contemporaneous agreements, communications, and proposals (whether oral or written) between us regarding the Service. Any additional or different terms you may propose (for example, in a purchase order or in correspondence) are hereby objected to and will not bind Potpie unless an authorized officer of Potpie expressly agrees in writing to those terms.

14.2 Changes to Terms

As mentioned in Section 1, Potpie may modify these Terms from time to time. If we make material changes, we will notify you by, for example, sending an email to the address associated with your account or by posting a prominent notice within the Service. It is important that you keep your account information (including email) current so that you can receive such notifications. If you continue to use the Service after updated Terms go into effect, you are deemed to accept the changes. If you do not agree to the revised Terms, you should discontinue your use of Potpie before the changes take effect and, if applicable, cancel your subscription.

14.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or of any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Potpie. Similarly, if you fail to exercise or enforce any right or remedy under these Terms, that will not mean you’ve waived it.

14.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. However, as noted in Section 13.3, if the class action waiver is found to be unenforceable, the arbitration agreement shall be deemed void in its entirety (in which case the governing law and court jurisdiction provisions will apply for resolving disputes).

14.5 Assignment

You may not assign or transfer these Terms (or any of your rights or obligations under these Terms) without our prior written consent. Any attempt by you to assign these Terms without consent will be null. Potpie may freely assign or transfer this agreement (including all of its rights and obligations) as part of a merger, acquisition, sale of assets, or by operation of law, or to any affiliate or as part of a corporate reorganization. These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

14.6 Relationship of Parties

You and Potpie are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent.

14.7 Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement. These Terms do not confer any rights or remedies on any person or entity other than you and Potpie and each party’s respective successors and permitted assigns.

14.8 Force Majeure

Potpie shall not be liable for any delay or failure in performance due to events outside our reasonable control, such as acts of God, natural disasters, war, terrorism, riots, labor conditions, governmental actions, internet or utility failures, or other similar events (each a “Force Majeure” event). If such an event occurs, we will use reasonable efforts to mitigate its impact on our performance. If a Force Majeure event continues for more than 30 days, either party may terminate the affected Service upon written notice to the other party. In such case, if you have pre-paid for a Service that is terminated, we will provide a pro-rata refund for the unused portion.

14.9 Notices

Potpie may provide notices to you under these Terms by email to the address associated with your account, by postal mail to any address you have provided, or through in-Service notifications. You agree that such electronic notices have the same meaning and effect as if we had sent you physical mail. It is your responsibility to keep your contact information (especially your email) current. Unless otherwise stated in these Terms, notice will be deemed given: (a) 24 hours after an email is sent (unless we receive notice that the email was not delivered); or (b) 3 business days after mailing, if sent via postal mail.

You may send notices to Potpie by email at hello@potpie.ai or by mail to Momenta Softwares Inc., 8 The Green, Suite R, Dover, DE 19901, USA. Attention: Legal/Terms of Service. When you send a notice, it will be deemed given when received by us.

14.10 Export Compliance

You must use the Service in compliance with all applicable export control and trade sanctions laws. The software and technology underlying Potpie are subject to United States export controls. You represent and warrant that: (i) you are not located in or a resident of any country that is embargoed or highly restricted under U.S. export laws (including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine, as of the Last Updated date of these Terms), and (ii) you are not on any U.S. government list of prohibited or restricted parties (such as the Specially Designated Nationals list). You agree not to transfer or provide access to any part of the Service to any persons or entities who are located in an embargoed country or who are otherwise ineligible to receive such items under U.S. law.

14.11 Government Users

If you are a U.S. government end user, the Service and any related software are provided as “Commercial Items” as defined in 48 C.F.R. § 2.101, with rights only as described in these Terms. If you are using the Service on behalf of a U.S. federal agency and this Agreement (as written) fails to meet the agency’s needs or is inconsistent with federal law, you must discontinue use of the Service.

14.12 Contact and Support

If you have any questions, concerns, or feedback about these Terms or the Service, please feel free to contact us. The best way to reach us is by email at hello@potpie.ai. We will do our best to respond to your inquiry promptly. For support requests or technical issues, you may also visit our community Discord channel or documentation pages (links available on our website), but any formal legal notices should be directed to the email or mailing address provided in Section 14.9 (Notices) above.

Thank you for reading these Terms of Service. We appreciate you using Potpie and are excited to see what you build with AI agents on your codebase. Happy coding!