Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you and Codas Labs, LLC (“Codas Labs,” “we,” “us,” or “our”) governing your access to and use of MeshTale (the “Service”). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

Eligibility

You must be at least 16 years old and able to form a binding contract to use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

Your account

You are responsible for the information you provide, for maintaining the security of your account credentials, and for all activity under your account. Notify us promptly of any unauthorized use.

The Service

MeshTale lets you import, store, search, recall, and govern your own content and content you connect from third‑party services, across the AI tools you use. We may update, add, or remove features over time.

Third‑party connectors

You may choose to connect third‑party services (such as Google Drive, Gmail, Notion, Slack, Dropbox, GitHub, and Confluence). Your use of those services remains subject to their own terms and privacy policies. You represent that you have the right to access and import any content you connect, and you can disconnect any service at any time, which revokes our further access to it.

Your content

You retain all ownership of the content you provide or import (“Your Content”). You grant Codas Labs a limited, non‑exclusive license to host, store, process, transmit, and display Your Content solely to operate and provide the Service to you. You are responsible for Your Content and for having the necessary rights to it.

Acceptable use

You agree not to: use the Service unlawfully or to infringe others’ rights; import or store content you do not have the right to use; upload malware or attempt to breach, probe, or circumvent security or access controls; reverse engineer or misuse the Service; interfere with its operation; or use it to build a competing product by improper means.

Our intellectual property

The Service, including its software, design, and trademarks, is owned by Codas Labs, LLC and its licensors and is protected by law. These Terms grant you no rights to our intellectual property except the limited right to use the Service.

Plans and fees

The Service may be offered free of charge during early access. We may introduce paid plans or change pricing in the future, with advance notice and an opportunity to decline before charges apply.

Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error‑free, or secure.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODAS LABS, LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, OR REVENUE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Indemnification

You agree to indemnify and hold harmless Codas Labs, LLC from claims, damages, and expenses arising out of your Content, your use of the Service, or your violation of these Terms or applicable law.

Termination

You may stop using the Service at any time. We may suspend or terminate access if you violate these Terms or to protect the Service or its users. On termination, your right to use the Service ends; you may request deletion of Your Content, subject to the retention described in our Privacy Policy.

Governing law

These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict‑of‑laws rules.

Resolving disputes

We would rather sort a problem out than litigate it. Disputes follow these steps in order.

Step 1 — Talk to us first

Before starting any formal proceeding, the party raising the dispute will send the other a written notice describing it and the resolution sought. Both parties will then try in good faith to resolve it directly for thirty (30) days from that notice. Most things end here.

Step 2 — Mediation

If the dispute is not resolved within that period, the parties will submit it to non‑binding mediation before a single mediator in North Carolina, under the mediation rules of a recognized provider agreed between the parties. Each party bears its own costs and the parties share the mediator’s fee equally. Mediation is a required step, not an optional one.

Step 3 — Courts in North Carolina

If mediation does not resolve the dispute within sixty (60) days of the request to mediate, either party may bring proceedings in the state or federal courts located in North Carolina. Both parties consent to the exclusive jurisdiction and venue of those courts.

Exceptions

Steps 1 and 2 do not apply to, and either party may go straight to court for:

• an application for an injunction or other urgent relief, including to stop misuse of confidential information or intellectual property
• a claim that could be brought in small‑claims court
• any step needed to stop a limitation period from expiring, provided the party then returns to the steps above

Nothing in this section prevents you from raising a matter with a regulator, or removes any right you have under the law of your own country that cannot be waived by agreement.

Confidentiality

Confidential Information means non‑public information one party discloses to the other that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances. Your Content is your Confidential Information. Our non‑public pricing, security documentation, product roadmap, and anything we share under a preview or beta arrangement are ours.

Each party will:

• use the other’s Confidential Information only to perform under these Terms
• protect it with at least the care it uses for its own confidential information, and never less than reasonable care
• disclose it only to employees, contractors and professional advisers who need it and are bound by confidentiality obligations at least as protective as these

These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed without reference to the other party’s information, or is lawfully received from a third party free to disclose it.

If a party is legally compelled to disclose Confidential Information, it may do so, but will give the other party prompt notice where lawful and will disclose only what is required.

These obligations continue for three (3) years after disclosure, and for as long as the information remains a trade secret in the case of trade secrets. Damages may not be an adequate remedy for a breach of this section, so either party may seek an injunction.

Publicity

Neither party may use the other’s name, logo, or trade marks in publicity without prior written consent. If you give us consent to name you as a customer, you can withdraw it at any time and we will stop within a reasonable period.

Non-solicitation

During the term and for twelve (12) months afterwards, neither party will knowingly solicit for employment an employee of the other who was directly involved in the relationship. This does not restrict general recruitment advertising, or hiring someone who responds to it or who approaches you unprompted.

Compliance with law

Each party will comply with the laws that apply to it in performing under these Terms, including anti‑bribery and anti‑corruption laws, and applicable data protection law. Neither party will offer or accept anything of value to improperly influence a decision in connection with these Terms.

Subcontracting

We may use subcontractors and service providers to help deliver the Service, and we remain responsible for their performance as if it were our own. Providers that handle personal data are listed on our subprocessors page and governed by the data processing addendum.

Feedback

If you send us suggestions about the Service, we may use them without restriction or obligation to you. This does not give us any right to your Confidential Information or Your Content.

Survival

Sections that by their nature should survive termination do so — including Your content, Our intellectual property, Confidentiality, Disclaimers, Limitation of liability, Indemnification, Governing law, Resolving disputes, and this section.

Service availability

We aim to keep the Service available, but we do not currently offer a contractual uptime commitment or service credits. We may take the Service down for maintenance, and will give notice of planned maintenance where we reasonably can. If you need a committed service level, talk to us before relying on one.

Beta and preview features

Some capabilities are labeled beta, preview, or “coming soon”, or sit behind a flag that is off by default. Those are provided as‑is, may change or be withdrawn at any time, may not be supported, and are excluded from any commitment in these Terms. Do not rely on a preview feature for anything you cannot afford to lose.

Refunds

Fees are non‑refundable except where required by law, or where we have agreed otherwise in writing. If you cancel, your plan continues until the end of the period you have paid for and does not renew. If we terminate your account without cause, we will refund the unused portion of any prepaid fees.

Export control and sanctions

You may not use the Service if you are located in, ordinarily resident in, or acting on behalf of anyone in a country or territory subject to comprehensive US sanctions, or if you appear on a US government restricted‑party list. You agree not to use the Service in breach of applicable export control or sanctions laws, and confirm you are not prohibited from receiving it.

Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control — including outages at a provider we depend on, internet or power failure, act of government, natural disaster, epidemic, war, or industrial action. This does not excuse an obligation to pay fees already due.

Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor of your business in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not our competitor and assumes these Terms. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets. Any other attempt to assign is void.

Notices

We may give you notice by email to the address on your account, or by posting in the Service. Legal notices to us must be sent to legal@codaslabs.com and, where required, in writing to Codas Labs, LLC at its registered address in North Carolina. Notice by email is treated as given when sent, unless the sender receives a delivery failure.

Severability and waiver

If any part of these Terms is held unenforceable, that part is limited or removed to the minimum extent necessary and the rest stays in force. A failure to enforce a provision is not a waiver of it, and a waiver on one occasion is not a waiver on another. A waiver is only effective if given in writing.

Entire agreement

These Terms, together with the Privacy Policy, the Acceptable Use Policy, and — where applicable — the Data Processing Addendum and any order form we sign with you, are the entire agreement between us about the Service, and replace anything said or written before. Where an order form we have both signed conflicts with these Terms, the order form wins for that conflict only.

Nothing in these Terms creates a partnership, agency, or employment relationship, and there are no third‑party beneficiaries.

Changes to these Terms

We may update these Terms from time to time. We will post the updated version here and revise the “Effective date” above; material changes will be communicated as required by law. Continued use after changes take effect constitutes acceptance.

Contact us

Questions about these Terms: legal@codaslabs.com (Codas Labs, LLC).