Graphide Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") are an agreement betweenGraphide, Inc., a Delaware corporation with a business address at 2215 Channing Way, Berkeley, CA 94704, United States ("Graphide", "we", "us"), and the person or entity that creates a Graphide account or uses the Graphide service ("you").

You accept these Terms by creating an account, by signing in, or by using the service. If you do not accept them, do not use the service.

If you are accepting on behalf of a company or another organisation, you confirm that you have authority to bind that organisation, and "you" means that organisation.

PLACEHOLDER, counsel to draft: the acceptance mechanics. Today sign-in is the only acceptance act; there is no click-through checkbox and no recorded consent version.

2. Eligibility

You must be at least 18 years old to use the service. The service is not directed at children, and we do not knowingly collect personal information from anyone under 18.

PLACEHOLDER, counsel to confirm the age. 18 is this draft's assumption because the service is a professional developer tool distributed in the United States. Counsel confirms the correct age for each market and whether a representation is needed rather than a bare statement.

3. What these Terms cover, and what the software licence covers

Graphide ships two things, and two different documents govern them.

• The software. Graphide Editor, the gr command line tool and the Graphide local daemon run on your own machine. They are licensed to you under the End User License Agreement published at graphide.com/license and shipped asLICENSE.txt inside the application. That agreement governs your right to install and use the binaries.
• The service. Your Graphide account, sign-in, the hosted API, the graph and source synchronisation it performs, the model routing it performs on your behalf, and the telemetry it receives. These Terms govern that.

Where these Terms and the End User License Agreement address the same subject, these Terms govern the service and that agreement governs the software.

PLACEHOLDER, counsel to resolve the order of precedence. The shipped LICENSE.txt and the published licence page already diverge from each other, and a third document makes the precedence question worse rather than better.

4. Accounts and sign-in

Signing in creates a Graphide account. Authentication is handled bySupabase, which issues the token your client presents to our API. We receive and store your user id and your email address from that token. We do not receive or store your password, and we do not operate the sign-in flow ourselves.

You are responsible for what happens under your account, and for keeping your credentials and your device secure. Tell us at hello@graphide.com if you believe your account has been used without your permission.

One account is for one person. Do not share an account, and do not create an account for someone else without their knowledge.

5. Service availability and limits

Graphide is an evolving service. The following availability and usage limits apply.

• No service level. There is no uptime commitment, no support commitment and no response time. The service can be unavailable, slow, or stopped entirely, with or without notice.
• Features change. Features can be added, changed or removed at any time, including features you rely on. Data formats can change. A future release can require you to re-create work.
• A spend cap applies. Model calls made on your behalf run on Graphide's own provider accounts and cost real money, so the API enforces a rolling per user spend cap. When you reach it, further model calls are refused until the window rolls forward. The cap is an operational control, it is set by us, and we can change it.
• Rate limits and quotas apply, including limits on how many workspaces you can register, and how many model calls can be in flight at once.
• Your data can be lost. We keep no tested backup of the production database today. Treat nothing in the service as the only copy of anything.

6. Acceptable use

You may not use the service:

• to break the law, or to help anyone else break it;
• to build, host or distribute malware, or to attack any system;
• to try to reach another user's data, another user's workspace, or any part of our systems you have not been given access to, whether by probing our API, forging identifiers, or any other means;
• to get around a rate limit, a spend cap, an access control or a usage limit;
• to resell, sublicense or intermediate access to the service or to the model capacity we buy;
• to submit content you have no right to submit, including someone else's source code or confidential material you are not permitted to disclose;
• to generate content that infringes someone's rights, or that is unlawful, harassing, or sexually exploitative of children.

Model providers' policies flow down to you. Your prompts and the content the agent reads are sent to third party model providers on your behalf. Their usage policies therefore apply to your use of the service as if they were written here, and you must comply with them. Today those providers areAnthropic, OpenAI andOpenRouter, and OpenRouter routes onward to upstream providers it selects at request time, which have included Cerebras,Groq and DeepSeek. A breach of one of those policies through your use of Graphide is a breach of these Terms, and it can cost us our own access, so we treat it seriously.

The agent runs commands on your machine. Graphide's agent can read files, write files and execute shell commands in your workspace, with your approval as the control. You are responsible for what you approve, and for reviewing and testing any code the agent writes before you rely on it.

We can suspend or terminate access for a breach of this section, and we can do it without notice where the breach is ongoing or where it puts our provider accounts at risk.

7. Your content, and the licence you give us

You keep ownership. You retain all rights in your source code, your repositories, your prompts and everything else you supply to the service ("Your Content"). Graphide claims no ownership of Your Content.

What you let us do with it. You grant Graphide a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, analyse and display Your Content and the telemetry described in the Privacy Policy, in order to:

1. operate the service and return results to you, including routing Your Content to model providers;
2. diagnose and fix problems, including reading a stored session to understand a bug you reported or a failure we detected; and
3. improve the service, and to train and improve models, including Graphide's own models and models we develop with a provider.

This licence lasts for as long as we hold the content, and it ends for a given item of content when that content is deleted.

How to withhold it. You can stop session content from being uploaded at all, and therefore from ever being covered by paragraph 3, by choosing the diagnostic telemetry level:

gr telemetry diagnostic

or by setting graphide.telemetry.level to diagnostic in the editor's settings, or by setting the environment variableGRAPHIDE_TELEMETRY=diagnostic. At that level we still receive diagnostics, which are error reports, timings, file and symbol names and feature usage, but no prompt, completion, tool result or edit leaves your machine.gr telemetry off and GRAPHIDE_TELEMETRY=offstop both streams.

Choosing diagnostic or off does not stop the graph replica from uploading while you are signed in, and it does not stop Your Content being sent to a model provider when you ask the agent to do something. Those are how the service works, not telemetry. The Privacy Policy sets out the difference.

Content already collected. Turning the content stream off stops new content from arriving. It does not delete content we already hold. To have that deleted, use the deletion paths in the Privacy Policy or write to dan@graphide.com.

Derived and aggregated data. We may create and keep aggregated or de-identified statistics that do not identify you or your content, and use them without limit.

PLACEHOLDER, counsel to draft: whether the training licence needs to be separately and affirmatively accepted rather than accepted through these Terms, and whether the first-run notice is the acceptance act.

8. Telemetry and privacy

What we collect, why, how long we keep it, who else receives it and how you control it are set out in the Privacy Policy, which forms part of these Terms.

The short version, which the Privacy Policy states in full: the service collects diagnostics and, by default, the content of your sessions; it is on by default; the first run of the software tells you so; and gr telemetry diagnosticor gr telemetry off changes it.

9. Third party services

The service depends on third parties, and content you submit reaches them.

• Model providers receive your prompts, the graph context assembled for the request, and the results of tools the agent runs, which can include verbatim file contents, shell output and repository metadata. They process it under their own terms.
• Supabase handles authentication and holds your account identity.
• Sentry receives error and crash reports from our software.
• Microsoft Azure hosts the service in the United States.

The current list, with what each one receives, is in the Privacy Policy. That list changes as the service changes, and we will update the Privacy Policy when it does.

We are not responsible for third party services, and your use of them may be subject to a separate agreement between you and that provider. Where you sign in to a third party product through Graphide with your own subscription, that subscription is yours and your relationship is with that provider. We do not collect, store or pass on those credentials.

10. Fees

There are no fees today. The service is currently free, model calls run on Graphide's provider accounts at our cost, and the per user spend cap in section 5 is what bounds that cost.

If we introduce paid plans:

• We will publish prices before charging anyone.
• We will give you notice before your account moves to a paid plan, and you will have to agree to the paid terms. We will not start charging an existing free account silently.
• Paid plans will have their own terms covering billing period, taxes, refunds, what happens to unused credit, and what happens if a payment fails.

PLACEHOLDER, counsel to draft the paid-tier terms, including refunds and the treatment of prepaid credits.

11. Intellectual property

The service, the software, the Graphide graph technology, our models, our prompts, our documentation and our name and logo are ours or our licensors'. These Terms give you no right in them except the right to use the service as described here. All rights not expressly granted are reserved.

Nothing here transfers any right in Your Content to us beyond the licence in section 7.

Graphide Editor is a derivative work of Visual Studio Code, which is published by Microsoft Corporation under the MIT license. Graphide is not affiliated with, endorsed by or sponsored by Microsoft. The attribution and the reproduced MIT text are on the licence page.

12. Feedback

If you send us suggestions, ideas, bug reports, survey answers or other feedback, we may use them for any purpose, without obligation to you and without compensation. You are never required to give feedback, and choosing not to has no effect on your account.

Do not send us anything in feedback that you are not free to give us. Feedback is not treated as confidential.

13. Disclaimer of warranties

The service is provided "as is" and "as available", without warranty of any kind. To the maximum extent permitted by law, Graphide disclaims all warranties, express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the service will be uninterrupted, secure or error free, that defects will be corrected, or that any output produced by a language model will be accurate, complete, non-infringing or suitable for any purpose.You are responsible for reviewing and testing any code the service generates or modifies before relying on it.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of a consumer's statutory rights, so parts of this section may not apply to you.

14. Limitation of liability

To the maximum extent permitted by applicable law, in no event will Graphide or its licensors, suppliers, officers, directors, employees or agents be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any loss of profits, revenue, goodwill, use, data or source code, or for business interruption, arising out of or relating to these Terms or the service, however caused and under any theory of liability, even if Graphide has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Graphide's total cumulative liability arising out of or relating to these Terms or the service will not exceed the greater of (a) the amount you actually paid Graphide in the twelve (12) months preceding the event giving rise to the claim, and (b) five United States dollars (US$5.00).

These limitations apply even if a remedy fails of its essential purpose. Nothing in this section excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

PLACEHOLDER, counsel to confirm that this cap is appropriate for a service as distinct from a free binary. While the service is free, limb (a) is zero for everyone, so the operative ceiling is US$5.00.

15. Indemnity

You will defend, indemnify and hold harmless Graphide and its officers, directors, employees and agents from any claim, demand, loss, liability, damage, cost or expense, including reasonable legal fees, arising out of or relating to:

• your use of the service;
• Your Content, including any claim that it infringes someone's rights or that you had no right to submit it;
• your breach of these Terms, including the acceptable use section and the model providers' policies it flows down; or
• your breach of any law or of any third party's rights.

PLACEHOLDER, counsel to draft the procedural half: notice, control of the defence, settlement, and whether a consumer indemnity of this shape is enforceable in the markets Graphide distributes in.

16. Termination, and what happens to your data

You can stop at any time. Sign out, stop using the service, and uninstall the software. To have your account and your stored data deleted, write to dan@graphide.com from the address on the account.

We can suspend or terminate your account for a breach of these Terms, where we are required to by law, where your use puts our provider accounts or other users at risk, or when we discontinue the service. Where the circumstances allow it, we will give you notice.

What happens to your data. On termination:

• The licence to use the software ends under the End User License Agreement's own terms.
• We stop processing new content for you.
• We delete the data associated with your account, on the deletion paths and within the periods set out in the Privacy Policy. Deletion of a workspace immediately removes its server side graph replica, its ranking database, its run records and any shared map links it created. Deletion of session content is a separate request, and is what stops content already collected from being used further, including for training.
• We may keep records we are required to keep by law, and aggregated or de-identified data that does not identify you.

PLACEHOLDER, counsel to draft: whether a self-service account deletion is required rather than an email request, and the deadline within which a deletion request must be completed. Account deletion is by email today because no self-service route exists in the product.

Survival. Sections 6, 7, 11, 12, 13, 14, 15, 16, 17 and 19 survive termination.

17. Governing law and venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and you and Graphide each consent to that jurisdiction.

PLACEHOLDER, counsel to confirm. Delaware is this draft's assumption because Graphide, Inc. is a Delaware corporation; the company's actual place of business is Berkeley, California. Neither existing licence document names a governing law at all, so there is no existing choice to stay consistent with. Counsel also decides whether an arbitration clause and a class action waiver belong here, and whether consumer protection rules in the EU and the UK override the choice for users there.

18. Changes to these Terms

We can change these Terms. When we do:

• We will post the changed Terms at graphide.com/terms with a new effective date.
• For a material change we will give you notice before it takes effect, by email to the address on your account or by a notice in the product. PLACEHOLDER, counsel to set the notice period; this draft assumes 30 days for a material change.
• Continuing to use the service after the change takes effect means you accept the changed Terms. If you do not accept them, stop using the service and ask us to delete your data.

A change that lengthens how long we keep your content, or that widens what we may use it for, applies only to content collected after that change takes effect. It does not reach back to content we already hold. This is a deliberate commitment and not a formality: it is the reason the retention statement in the Privacy Policy is written the way it is.

19. General

Entire agreement. These Terms, the Privacy Policy and the End User License Agreement are the entire agreement between you and Graphide about the service.

Severability. If a provision is held unenforceable, the rest stays in force.

No waiver. If we do not enforce a provision, that is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. Graphide may assign them, including in connection with a merger, an acquisition or a sale of assets.

Export control and sanctions. You must comply with United States export control and sanctions law in your use of the service, and you confirm you are not located in, and not acting on behalf of anyone located in, an embargoed country or on a restricted party list.

Notices. Legal notices to Graphide go to Graphide, Inc., 2215 Channing Way, Berkeley, CA 94704, United States, and to hello@graphide.com. Notices to you go to the email address on your account.

PLACEHOLDER, counsel to confirm the notice address and the registered agent for service of process.

20. Contact

Graphide, Inc.
2215 Channing Way, Berkeley, CA 94704, United States
hello@graphide.com