Terms of use

Acceptance of Terms

These Terms of Use ("Terms" or "Terms of Use") you are reading are a legally binding agreement between Tabnine Ltd.("Tabnine", "we" or "us") and yourself ("you"). By downloading and installing product offered by Tabnine, including the Tabnine product, and/or by clicking on the "I Agree" or such similar button provided by Tabnine prior to accessing any of Tabnine′s (i) services and/or (ii) website and/or (iii) any application which runs on your device and suggests Suggested Codes (as defined below), and/or (iv) additional components to code development environment provided by Tabnine (collectively, the "Services) you agree that you have read, understood, accept and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. Please note that the term "you" also includes the company or other entity/organization that is our customer and on whose behalf (as applicable) you are accepting these Terms. Tabnine reserves the right, in its sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. Users are responsible for viewing these Terms periodically. Your continued use of the Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to the Terms, your only remedy is to discontinue your use of the Services and to cancel any Account(s) (as defined below) you have created for use of the Services. If you violate the Terms, Tabnine reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend all or part of the Accounts you have created for using the Services. You agree that Tabnine does not need to provide you notice before terminating or suspending your Account(s), but it may provide such notice in its sole discretion. You agree that Tabnine may change any part of the Services, including its content, at any time or discontinue the Services or any part thereof, for any reason, without notice to you and without liability. You declare that by acceptance of these Terms and/or by using the Services you are of legal age to form a binding contract with Tabnine or under the strict and continuous supervision of a parent or any other qualified legal guardian, and in any case, at least 18 years of age. You may not use the Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services. Please note that since Tabnine acquired the Tabnine code prediction tool (the "TabNine Product"), in the event that you have commenced your use of the Tabnine Product prior to 30 August, 2020 (the "Cut-Off Date"), Tabnine will continue to provide you with the Tabnine Product and the following Term of Use shall NOT apply to you. In the event that you have commenced your use of the Tabnine Product following the Cut-Off Date, the following Term of Use shall APPLY to your use of the Tabnine product as well.

Description of the Services

Tabnine′s Services include, without limitation (i) a software and/or a service for searching and sharing software code, and (ii) a software and/or a service which analyzes your code-development environment and the activities performed therein, and automatically suggests you relevant code portions which may be applicable to your uses ("Suggested Code(s)"). Tabnine shall not assume any responsibility to any content which is published, displayed and/or suggested through the Services, including without limitation with respect to any Suggested Code, its integrity, accuracy and/or reliability. Tabnine cannot guarantee that the Services will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the Services, and may result in the failure of your communications including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply. Tabnine takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control. As part of the Services and provision of Suggested Code by Tabnine, you shall be entitled to choose whether such Suggested Language shall be provided by Tabnine by using: (a) Tabnine′s standard Suggested Code engine Services, or (b) Tabnine′s upgraded Suggested Code engine which utilizes your own code in order to make available to you a "tailor made" Suggested Code engine Services, which is meant to provide you with Suggested Codes results and suggestions after studying your own code ("Tailor Made Services"). In connection with any Tailor Made Services, we note that: (a) no such Tailor Made Services will be provided unless explicitly asked by you, (b) as part of the Tailor Made Services, you will be required to grant Tabnine with access to your code, such code shall be used by Tabnine solely in order to adjust and upgrade the standard Services to provide you, and you only, with the Tailor Made Services. No other users shall be granted with any access to the Tailor Made Services provided to you, (c) following Tabnine′s adjustment and upgrade of the Services, any code provided by you to Tabnine shall not be stored and/or used by Tabnine, and (d) for the avoidance of doubt, except with respect to creating the Tailor Made Services, Tabnine shall not be granted any intellectual property rights in the code shared by you which was provided solely for the limited use by Tabnine for creating the Tailor Made Services. Please note that though Tabnine strives that any Suggested Code provided through the Services shall be usable in accordance with its respective license terms, which may (but without obligation to do so) be provided by Tabnine together with such Suggested Code, the ultimate responsibility with respect to such Suggested Code, its usage and/or incorporation thereof into your source code or any of your software and/or products, lies solely with you, and, without derogating from Sections ‎12 and 14 below, Tabnine, its directors, officers, employees and consultants do not assume any responsibility or liability with respect to any Suggested Code, even if such Suggested Code and/or any use made by you thereof (i) infringes any intellectual property right of any third party, (ii) requires the distribution to the public of, or public access to, your (or any third party′s) source code or any of your software and/or products, (iii) restrict your ability to charge for distribution of, or use your (or any third party′s) source code or any of your software and/or products, or (iv) causes any damage to or imposes any liability on you and/or any third party. We recommend that you carefully read the applicable license of any Suggested Code you intend to use, prior to such usage. We note that as part of the development of the Services, Tabnine uses certain "Free and Open Source Software" or "FOSS." In that respect Tabnine represents that its use of such FOSS is in compliance with the license terms thereof (however Tabnine makes no other representations and/or warranties in connection with such FOSS.

Access to the Services

It is your responsibility to ensure your computer or mobile device meets all the necessary technical specifications to enable you to access and use the Services. Tabnine does not provide you with the equipment to access and/or use our Services. You are responsible for all fees charged by third parties related to your access and use of the Services (e.g., charges by Internet service providers or air time charges).

Account Information

In order to register to our Services, you may be asked, if and as applicable, to sign-in using your relevant authentication provider service. During the process of creating an account in order to access the Services ("Account"), you may be required to select a password or to allow us to access your Account information from an authentication service (the "Login Information"). The following rules govern the security of your Account and Login Information. For the purposes of these Terms, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions, whether or not created for the purpose of using the Services, that are used to access the Services (for example, account information for a social network service account from which the Services are accessed):

• You shall not share your Account or Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account.
• In the event you become aware of or reasonably suspect any breach of security, including, without limitation, any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Account, you must immediately notify Tabnine and modify your Login Information;
• You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you;
• You are responsible for anything that happens through your Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties. You therefore acknowledge that your Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
• You undertake to monitor your Account and restrict use by any individual barred from accepting these Terms and/or receiving the Services, under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the Services by any of the above mentioned;
• Tabnine reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party′s rights.

Any personal information you provide to us when creating or updating your Account or when we access your Account information from a social network service, which may include your name, e-mail address, profile picture and any such other information, will be held and used in accordance with Tabnine′s Privacy Policy available at "Privacy Policy" which constitutes an integral part of these Terms. You agree that you will supply accurate and complete information to us, and that you will update that information promptly after it changes. You represent and warrant that you have full right and authority to provide Tabnine with the foregoing information, including, without limitation, any third party′s consent (to the extent required under any applicable law).

Data Protection and Privacy

It is your responsibility to ensure your computer or mobile device meets all the necessary technical specifications to enable you to access and use the Services. Tabnine does not provide you with the equipment to access and/or use our Services. You are responsible for all fees charged by third parties related to your access and use of the Services (e.g., charges by Internet service providers or air time charges).

License

Subject to your agreement and compliance with these Terms, Tabnine grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Services for your own internal purposes. You hereby acknowledge that your license to use the Services is limited by these Terms, and, if you violate or if, at any point, you do not agree to any of these Terms, your license to use the Services shall immediately terminate, and you shall immediately refrain from using the Services. If the Services or any part thereof is determined to be illegal under the laws of the country in which you are situated, you shall not be granted any license to use the Services, and must refrain from using the Services.

Fees; Payment

Tabnine may offer its users access to certain Services through various subscription plans, of which some may be free of charge and some premium plans may be offered at different rates as shall be detailed on the Services from time to time. Access to these Services and use of selected features of these Services is subject to timely payment of applicable fees, if any. Tabnine reserves the right to terminate your use of the Services in case of any failure on your part to timely pay any fees due by you to Tabnine (if any). Tabnine may, at its sole discretion, add, remove or change the features and services it offers or the fees (including the amount or the type of fees) Tabnine charges at any time. You agree that you are responsible for checking the Tabnine website regularly to confirm whether there are any new fees and their effective date(s). Tabnine is not responsible for any charges or expenses you incur as a result from being billed by Tabnine in accordance with these Terms. All fees payable by you are exclusive of any applicable taxes and duties, including, without limitation, VAT and applicable sales tax. Fees are quoted and payable in United States dollars, and fees are based on Services purchased and not actual usage.

Refund Policy

If you were charged by Tabnine for any Services, you may file a request for a refund with Tabnine at any time in the event that such Services provided to you do not function properly and/or are not as described in the Tabnine website. In such case, Tabnine may, at its sole discretion, refund you and/or credit your Account. In case you′d like to stop using our Services, you may do so by writing to us at support@tabnine.com and as long as such notice was provided to us during the first 30 days of receipt of Services, you will get a full refund on your subscription, but if such termination of Services notice was made following such 30-day period, no refund shall be provided (the latter means that for monthly users a full month of subscription will be charged for the partial month during which you have notified us that you′d like to terminate the subscription and Services and for yearly users, we′ll terminate the subscription but without any refund and access to the Services shall be cancelled).

Account Termination

Tabnine may refuse access to the Services or may terminate your Account without notice for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account, or illegal or improper use of the Services, products, or Tabnine′s intellectual property as determined by Tabnine in its sole discretion. You may lose your user name as a result of Account termination, without responsibility on the part of Tabnine for any damage that may result from the foregoing. If you have more than one Account, Tabnine may terminate all of your Accounts. In addition to the foregoing, Tabnine may selectively remove, revoke or garnishee Benefits associated with your Account. "Benefits" mean licensed rights granted, awarded, gifted, provided to and/or purchased by you to access and/or use online or offline elements or features of the Services, and include but are not limited to customer content, digital and/or virtual assets. If your Account, or a particular subscription for a Service associated with your Account, is terminated, suspended and/or if any Benefits are selectively removed, revoked or garnisheed from your Account, no refund will be granted, no Benefits will be credited to you or converted to cash or other forms of reimbursement, and you will have no further access to your Account or Benefits associated with your Account or such particular Service. You acknowledge that Tabnine is not required to provide you notice before suspending or terminating your Account or selectively removing, revoking or garnisheeing Benefits associated with your Account. In the event that Tabnine terminates your Account, you may not participate nor make use of the Services again without Tabnine′s express consent. Tabnine reserves the right to refuse to keep Accounts for, and provide access to the Services to any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account. If you believe that any action has been taken against your Account in error, please contact us at: support@tabnine.com. You are solely responsible to preserve the originals of any content you provide and/or upload to the Services. Tabnine does not guarantee that any content will always be available through the Services. Do not rely upon the Services as a storage space for such content.

Communication

The Services may provide communication channels such as forums, communities, or chat areas ("Communication Channels") designed to enable you to communicate with other users of the Services. Tabnine is under no obligation to monitor these communication channels but may do so, and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Tabnine may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Tabnine, and these communications should not be considered reviewed or approved by Tabnine. You will be solely responsible for your activities within the Communication Channels and under no circumstances will Tabnine be liable for any activity within the Communication Channels. You agree that all your communications within the Communication Channels are public, and you have no expectation of privacy regarding your use of the Communication Channels. Tabnine is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.

Rules of Conduct and Usage

You represent and warrant that you have full right and authority to use the Services and to be bound by these Terms. You agree that you will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of such Services. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons. You undertake that you shall not defraud, or attempt to defraud, Tabnine or other users, and that you shall not act in bad faith in your use of the Services. If Tabnine determines that you have acted in bad faith and/or in violation of these Terms, or if Tabnine determines that your actions fall outside of reasonable community standards, Tabnine may, at its sole discretion, terminate your Account and prohibit you from using the Services. You agree that your use of the Services shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:

• Create an Account with or access the Services if you are barred from receiving the Services under the provisions of these Terms or any applicable law;
• Promote, host, display or implement the Services on any websites that: (i) contain indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by Tabnine at its sole discretion), defamatory, libelous, obscene, gambling related, discriminatory, deceptive, abusive spyware, adware, or other malicious programs or code, unsolicited mass distribution of email, or any illegal subject matter or activities or otherwise offensive content, or content addressed to individuals under the age of 18; (ii) incorporate any materials that infringe or assists others to infringe on any copyright, trademark or other intellectual property rights; (iii) are an incentive-based website, such as a lottery or sweepstakes site which rewards users for clicking on links; (iv) engage in activities that violate Tabnine′s Privacy Policy; (v) openly encourage users to click on banner ads or other sponsored links to support the site; or (vi) infringe any right of any third party or violate any applicable law or regulation;
• Upload, post, transmit or otherwise disseminate any material that is vulgar, indecent, obscene, pornographic, sexual or that is, in a reasonable person′s view, otherwise offensive or objectionable;
• Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically or in any other manner;
• Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by Tabnine or by applicable statutory law), modify or alter any part of the Services;
• Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the computers of other users of the Services;
• Advertise, solicit or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim or spam) to anyone;
• Violate the contractual, personal, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
• Create false personas, multiple identities, multiple user Accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications or social networks through which the Services is accessed;
• Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information;
• Upload or transmit (or attempt to upload or to transmit), without Tabnine′s express consent, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware", "passive collection mechanisms" or "pcms");
• Improperly use support channels or complaint buttons to make false reports to Tabnine;
• Develop and distribute "auto" software programs, "macro" software programs or other "cheat utility" software programs or applications;
• Encourage any third party to: (i) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (ii) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (iii) engage in any action or practice that reflects poorly on Tabnine or otherwise disparages or devalues Tabnine′s reputation or goodwill;
• Make representations with respect to Tabnine not approved in advance and in writing by Tabnine. You shall obtain Tabnine′s prior written approval to the content of any marketing message, and with respect to any use of Tabnine′s trade name and/or trademarks and/or designs in connection with the Services;
• Access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Tabnine′s prior written consent;
• Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
• Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Services;
• Attempt to use the Services on or through any service that is not authorized by Tabnine. Any such use is at your own risk and may subject you to additional or different terms. Tabnine takes no responsibility for your use of the Services through any service that is not authorized by it;
• Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Services;
• and/or Interfere with the ability of others to enjoy using the Services, including disruption, overburden or aid the disruption or overburdening of the Services′ servers, or take actions that interfere with or materially increase the cost to provide the Services for the enjoyment of all its users.
• Kindly note that except for an evaluation period, our free of charge subscription plan is not intended for commercial or business use. We therefore kindly ask you to use the paid subscription plan for a continuous commercial or business use of Tabnine.

Intellectual Property Ownership

Tabnine and/or its affiliates retain all rights in the Services′ materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, "Services′ Materials"). The entire contents of the Services are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms or otherwise exploit any of the Services′ Materials without Tabnine′s explicit, prior written consent. All other uses of copyrighted or trademark material, including any derivative use, require explicit, prior written consent from Tabnine. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your Account as well as severe civil and criminal penalties. Tabnine and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Services′ Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the Services′ Materials, or rights to any derivative works thereof.You are not required to provide Tabnine with any feedback or suggestions regarding the Services or any of the Services′ Materials. However, should you provide Tabnine with comments or suggestions for the modification, correction, improvement or enhancement of the Services and/or any of the Services′ Materials, then, subject to the terms and conditions of these Terms, you hereby grant Tabnine a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Tabnine chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Tabnine′s and its sublicensees′ products and content embodying such comments or suggestions in any manner and via any media Tabnine chooses, but without reference to the source of such comments or suggestions. Subject to the foregoing, for the avoidance of any doubt, by using the Services Tabnine is not granted with any rights in and to any code and/or other intellectual property developed by you while using the Services in accordance with the provisions hereof and any code suggestions accepted by you while using the Services in accordance with these Terms of Use and incorporated by you into any code you generate shall be deemed as part of the code generated by you for all purposes and Tabnine hereby grants you a non-exclusive, perpetual and royalty-free license to use, within the code generated by you, any such code suggestions. It is further clarified that any code developed by you while using the Services hereunder, is used by Tabnine ONLY for the purpose of improving the Service provided specifically and solely to you (and not for any other purpose, including improving the Services provided to other Tabnine users).

Disclaimer of Warranty; Limitation of Liability; Indemnification

You agree that your use of the Services shall be at your sole risk. To the fullest extent permitted by law (but without derogating from Tabnine′s representation in respect of its use of FOSS as provided under Section 2 above), Tabnine, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. Tabnine makes no warranties or representations about the accuracy or completeness of the content of the Services, of the content of any sites linked to the Services, of any Third-Party Materials (as defined below) and assumes no liability or responsibility for any:

• Suggested code;
• Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content, including, without limitation, any Suggested Code;
• Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Services;
• Any unauthorized access to or use of Third-Party Materials, secure servers and/or any and all personal information and/or financial information stored therein;
• Any interruption or cessation of transmission to or from the Services;
• Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or
• Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Services, including, without limitation, any Suggested Code.

Without derogating from the abovementioned, in no event will Tabnine, its directors, officers, agents, contractors, partners, consultants and/or employees, be liable to you or any third person for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever including any lost profits or lost data arising from your use of the Services or other materials on, accessed through or downloaded from the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Tabnine has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that Tabnine shall not be liable for any user submissions and/or defamatory, offensive and/or illegal conduct by any third party, and that the risk of harm or damage from and/or associated with the foregoing rests entirely with you. You agree to indemnify and hold Tabnine, and each of its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney′s fees, arising out of or in connection with any of the following:

• Your use of and access to the Services, including, without limitation, any Suggested Code;
• Your violation of any term of these Terms;
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right;or
• Any claim that any user submission made by you has caused damage to a third party;

Third-Party Material

You may be able to access, review, display or use third-party services, resources, content, data, information, software code (including, without limitation, any Suggested Code) and/or links to other websites or resources ("Third-Party Materials") via the Services. You acknowledge sole responsibility for and assume any and all risks arising from your access to, use of or reliance upon any such Third-Party Materials, and Tabnine disclaims any liability that you may incur arising from your access to, use of or reliance upon such Third-Party Materials through the Services. You acknowledge and agree that Tabnine: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third-Party Materials or the products or services on or available from such Third-Party Materials; (ii) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third-Party Materials; and (iii) does not make any promises to remove Third-Party Materials from being accessed through the Services. Your ability to access or link to Third-Party Materials or third-party services does not imply any endorsement by Tabnine of Third-Party Materials or any such third-party services. These Terms do not authorize you to, and you may not use any Third-Party Materials except as expressly permitted (by license or otherwise) by the owners of such Third-Party Materials and such owners may have the right to seek damages against you for any unauthorized use of their Third-Party Materials. Without derogating from any of Tabnine′s rights and remedies under these Terms and/or under law, Tabnine will be entitled, at its sole discretion, to immediately discontinue the Services or any part thereof, including the termination of your Account, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials. You may not use any Third-Party Materials for which you have not obtained appropriate approval to use. Tabnine cannot grant permission to use third-party content.

Notices

Notices to you may be made via the Services and/or e-mail. Tabnine may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. You agree that all agreements, notices, disclosures and any other communications that Tabnine provides as aforementioned satisfy any legal requirement that such communications be in writing.

General

By using or visiting the Services, you agree that the laws of the State of Israel, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Tabnine. Any claim or dispute between you and Tabnine that arises in whole or in part from your use of the Services shall be decided exclusively by a court of competent jurisdiction located in Tel-Aviv, Israel, to the exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel-Aviv, Israel. Tabnine reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms regularly for any changes. Your use of the Services following any amendment of these Terms will signify your assent to and acceptance of its revised terms. YOU AND TABNINE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. For any questions about these Terms of Use or any other issue regarding Tabnine or the Services, please contact us at: support@tabnine.com.

The following addendum applies to use of third-party models as defined below:

Multi-Model Addendum

By electing to use third-party models, including through API or model-switching functionality offered by Tabnine, you agree to be bound by the terms of this addendum.  If you do not agree, do not access, install, or use the model-switching API or functionality of the software and do not use or attempt to use third-party models with Tabnine. The terms of this addendum shall form part of the agreement (the "agreement") that applies to your use of Tabnine products and services. If you are an individual acting on behalf of an entity, you warrant and represent that you have the authority to accept and enter into this addendum on behalf of that entity.

Tabnine's generative AI code engine software, software as a service offerings ("SaaS Services"), and related products and services (referred to collectively in this Addendum as the "Products") utilize Tabnine Pre-Trained Models to generate suggestions and suggested code snippets to assist developers in developing code. Subject to the terms and conditions of this Addendum, Customer may also use the Products in conjunction with Third-Party Models as defined below. Use of the Products with a Third-Party Model is subject to the terms and conditions of this Addendum and the terms and conditions published by the owner of the Third-Party Model at the time of use.

Definitions

"Customer" means the individual or entity that has entered into an Agreement with Tabnine for the use of Tabnine Products and includes any individual or entity that has been provided access to conduct an evaluation or trial of the Products.
"Tabnine" means the Tabnine entity that is party to the Agreement and for purposes of this Addendum includes Tabnine, Ltd., Tabnine, Inc., and their respective affiliates.
"Tabnine Pre-Trained Model" means the machine learning model developed by Tabnine using a dataset containing open-source code developed and released under permissive licenses.
"Third-Party Model" means a machine learning model developed, provided, or offered by a third party.
"Third-Party Supplier" means the supplier and licensor of a Third-Party Model.
"Third-Party Terms and Conditions" means the license and terms of use terms provided by a Third-Party Supplier and applicable to the use of a Third-Party Model.

Third-Party License Terms and Conditions

Third-Party Terms and Conditions apply to Customer's use of Third-Party Models and may include provisions related to software license terms, intellectual property rights, privacy rights, data security, and other material provisions related to Customer's interaction with the Third-Party Supplier and Third-Party Models. Customer is responsible for reviewing Third-Party Terms and Conditions to determine if they are acceptable to Customer. Third-Party Terms and Conditions are subject to change without notice and Tabnine bears no responsibility for monitoring or notifying Customer of any changes.

No indemnity

Tabnine disclaims all liability arising from Customer’s use of Third-Party Models.  Any and all indemnity obligations of Tabnine, including any indemnity obligations related to infringement of intellectual property rights set forth in the Agreement, do not apply to allegations arising from Third-Party Models, including but not limited to allegations related to any code or suggestions generated through use of the Products.

No warranty

The following applies to use of Tabnine Products with Third-Party models: to the maximum extent permitted by applicable law, Tabnine Products are provided "as is", with all faults and without warranty of any kind, and Tabnine and its licensors (collectively referred to as "Tabnine" for purposes of this addendum) hereby disclaim all warranties and conditions with respect to the Tabnine Products, either express, implied, or statutory, including, but not limited to, the implied warranties of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third-party rights. Tabnine does not warrant against interference with your enjoyment of the Tabnine Products, that the functions contained in the Tabnine Products will meet customer's requirements, that the operation of the Tabnine Products will be uninterrupted or error-free, or that defects in the Tabnine Products will be corrected.

Limitation of liability

Customer assumes all risks of using third-party models. Tabnine does not assume any liability of any kind for any input, output, suggestions, or code, made or generated using third-party models. Customer agrees to look solely to agreements customer may have with third-party suppliers of third-party models to resolve any disputes relating to customer's use of such third-party models.