Terms of service

1. Agreement to these terms

These Terms of Service (the Terms) form a binding agreement between FlowConAI UG (haftungsbeschränkt), registered in the Commercial Register of Amtsgericht Cologne under HRB 124435, with its registered office at Aachener Str. 392, 50933 Cologne, Germany (Heedvane, we, us), and the organization that accesses or uses the Service (the Customer, you).

By creating an account, accessing the platform, or using the Service, you accept these Terms. The Service is intended for business and professional use only and is not directed to consumers. If you accept these Terms on behalf of an organization, you represent that you are authorized to bind that organization, and references to you mean that organization.

If you and Heedvane have signed a separate written agreement, such as an order form, master subscription agreement, or enterprise agreement, that signed agreement prevails over these Terms to the extent of any conflict.

2. Definitions

• Customer means the organization that subscribes to or uses the Service.
• User means an individual who accesses the Service under the Customer's account, such as an employee or contractor of the Customer.
• Service means the Heedvane platform, the application at app.heedvane.com, the website at www.heedvane.com, and any related features, integrations, and documentation we make available.
• Customer Data means all data, source code, prompts, configuration, and other content that the Customer or its Users submit to, or that is processed by, the Service.
• Findings means the review results, comments, suggestions, and proposed fixes that the Service generates in relation to the Customer's pull requests and code.
• Credits means the units of consumption used to access and meter the Service under the applicable plan.

3. The service

Heedvane provides automated, AI assisted code review on pull requests before a human reviews them. The Service analyzes proposed changes against a memory of the Customer's codebase and proposes Findings, including comments and suggested fixes.

Heedvane proposes; the Customer disposes. The Customer's team reviews the Findings and decides what to act on. Nothing is merged by the Service. No change is merged into the Customer's code without the Customer's own review and decision. The Customer remains responsible for all review and merge decisions and for the quality and security of its code.

We may update, improve, or change features of the Service from time to time. We aim to keep the Service available, but we do not guarantee uninterrupted or error free operation, and we may perform maintenance or make changes that temporarily affect availability. Any service level commitments apply only if expressly stated in a separate written agreement.

We may offer features labeled beta, preview, or experimental. These are provided as is, may be changed or withdrawn at any time, and are excluded from any availability or support commitments.

4. Accounts and eligibility

To use the Service, Users register and authenticate through the application at app.heedvane.com. You agree to provide accurate and complete information and to keep it up to date.

You are responsible for safeguarding account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use or suspected security breach. Each User must be at least 18 years old and must be authorized by the Customer to access the Service.

5. Acceptable use

You agree to use the Service lawfully and only as permitted by these Terms. You must not, and must not permit any User or third party to:

• submit code or content that you do not have the rights and permissions to submit, or that infringes the rights of others;
• use the Service in violation of any applicable law or regulation, including export control and sanctions laws;
• misuse the Service, interfere with its operation, or attempt to gain unauthorized access to it or to related systems or data;
• perform security testing, penetration testing, or vulnerability scanning against the Service without our prior written consent;
• reverse engineer, decompile, or disassemble the Service, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, or otherwise make the Service available to third parties except as expressly permitted;
• exceed, or attempt to circumvent, applicable rate limits, fair use limits, or Credit allowances.

6. Customer data and your content

As between the parties, the Customer retains all rights, title, and interest in and to Customer Data, including its source code. These Terms do not transfer any ownership of Customer Data to Heedvane.

You grant Heedvane a limited, non-exclusive, worldwide license to host, process, and transmit Customer Data solely to provide, maintain, secure, and support the Service for you, and as otherwise instructed by you. Source code is processed to generate Findings and is not retained as a lasting copy by the Service. Any working copy held during active analysis is transient and cleared after a short period of inactivity.

We do not use Customer code or prompts to train AI models. Customer Data is processed only to provide the Service to you.

Where Customer Data includes personal data, the processing is governed by our Data Processing Agreement, which forms part of these Terms. See the DPA and our Privacy Policy for details on how data is processed and protected.

7. Intellectual property

Heedvane and its licensors own all rights, title, and interest in and to the Service, including the platform, software, models, user interfaces, documentation, and all related intellectual property. Except for the rights expressly granted in these Terms, no rights are granted to you.

Subject to your compliance with these Terms and payment of applicable fees, Heedvane grants you a limited, non-exclusive, non-transferable license to access and use the Service and to use the Findings and other outputs generated for you, for your internal business purposes.

If you provide feedback, suggestions, or ideas about the Service, you grant Heedvane a perpetual, irrevocable, royalty free license to use them without restriction or obligation to you.

We may generate and use aggregated and anonymized statistics about use of the Service, provided that such data does not identify you, any User, or any Customer Data, and is not derived in a way that reveals Customer code.

8. Plans, credits, fees, and billing

The Service is offered on credit based plans, currently Free, Developer, Team, Business, and Enterprise. The features, Credit allowances, and limits of each plan are described on our pricing page or in your order form.

Use of the Service consumes Credits as described for your plan. The applicable expiry and rollover rules are shown in the current plan details at checkout, in your subscription settings, or in your order form. Once Credits are consumed, additional use may require an upgrade or the purchase of further Credits.

Paid plans are billed on a recurring basis as set out at checkout or in your order form. The applicable renewal, cancellation, upgrade, and downgrade timing is shown at checkout, in your current subscription settings, or in your order form.

Fees are stated exclusive of taxes. You are responsible for all applicable taxes, including VAT, except for taxes based on Heedvane's net income. Where required, the reverse charge mechanism may apply to Customers established in the EU outside Germany who provide a valid VAT identification number.

We may change pricing and plan terms. We will give you reasonable prior notice of changes that affect your subscription, and changes apply from your next renewal unless stated otherwise. Except where required by mandatory law, all fees are non-refundable and there are no refunds or credits for partial periods or unused Credits.

Payment specifics, including currency, payment methods, invoicing, and due dates, are set out at checkout or in your order form.

9. Third-party services

The Service integrates with third-party services that you choose to connect, such as code hosting platforms and coding agents. Your use of those services is governed by your own agreement with the relevant provider, and Heedvane is not responsible for them.

By connecting a third-party service, you authorize Heedvane to access and exchange Customer Data with it as needed to provide the Service. You are responsible for ensuring you have the necessary rights and permissions for those integrations.

10. Confidentiality

Each party may receive confidential information of the other party in connection with the Service. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to representatives who need to know it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law.

11. Warranties and disclaimers

To the maximum extent permitted by applicable law, the Service is provided as is and as available, and Heedvane disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non infringement.

Findings are generated by automated and AI based systems and may be incomplete, inaccurate, or in error. We do not warrant that Findings will detect all issues, that suggested fixes are correct or safe to apply, or that the Service will identify any particular defect or vulnerability. The Customer is responsible for independently reviewing all Findings and for all review and merge decisions affecting its code.

12. Limitation of liability

To the maximum extent permitted by applicable law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

Any agreed cap on Heedvane's aggregate liability arising out of or in connection with these Terms and the Service is set out in the applicable signed order form or agreement. Nothing in this section limits liability that cannot be limited under applicable law.

Nothing in these Terms limits or excludes either party's liability where such limitation or exclusion is not permitted under applicable law, including liability for damage caused intentionally or by gross negligence, and liability for death or personal injury.

13. Indemnification

You will defend and indemnify Heedvane against any third-party claims, and resulting losses, damages, and reasonable costs, arising from your unlawful use of the Service, your breach of these Terms, or your lack of the rights or permissions needed for the code or other Customer Data you submit to the Service.

14. Term, suspension, and termination

These Terms apply from the date you first accept them and continue for as long as you use the Service or have an active subscription. The term and renewal of any paid subscription are as set out in your plan or order form.

You may terminate for convenience by cancelling your subscription in accordance with your plan. Either party may terminate for cause if the other party materially breaches these Terms and fails to cure the breach within the cure period stated in the applicable signed order form or agreement. We may suspend or limit access to the Service, in whole or in part, for non-payment, suspected abuse, security risk, or violation of the acceptable use section, and we will restore access once the cause is resolved where practicable.

On termination, your right to access and use the Service ends and any outstanding fees become due. You may export Customer Data before the end of your subscription. After termination, Customer Data is deleted in accordance with our offboarding process and the DPA. Provisions that by their nature should survive termination, including those on intellectual property, confidentiality, disclaimers, limitation of liability, and governing law, survive.

15. Changes to the service and to these terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, for example by posting the updated Terms with a new effective date or by notifying you through the Service. Changes take effect on the stated effective date. Your continued use of the Service after that date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.

16. Governing law and jurisdiction

Governing law and jurisdiction follow the applicable signed order form or agreement and any mandatory German law and jurisdiction rules.

17. Miscellaneous

These Terms, together with any documents they reference, including the DPA and our Privacy Policy, and any signed order form, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. In case of conflict, the order of precedence is: a signed order form or agreement, then the DPA, then these Terms.

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. If any provision is held invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be replaced by a valid one that reflects its intent as closely as possible.

A failure to enforce any provision is not a waiver of it. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as acts of nature, outages, or disruptions of third-party services. Notices to Heedvane must be sent to the contact details below, and we may give notices to you through the Service or to the contact details associated with your account.

18. Contact

Questions about these Terms can be sent to info@flowconai.com or by post to FlowConAI UG (haftungsbeschränkt), Aachener Str. 392, 50933 Cologne, Germany.