Coda Terms of Service

Last Updated: October 21, 2026

OpenEvidence Inc. ("Company") operates Coda, software that runs AI agents, including the Coda account website, the Coda desktop app, the Coda phone apps, the Coda model provider, cloud looms and the integrations Coda offers (the "Service").

By accessing or using any part of the Service, clicking on the "I accept" button or equivalent, or completing the account registration process, you agree to these Terms of Service (the "Terms"). If you do not agree, do not use the Service. You represent and warrant that you are at least 18 years old and that you have the authority to enter into these Terms personally or, if you are accessing or using the Service on behalf of an entity, on behalf of that entity. Company may modify these Terms at any time by posting the revised version, and your continued use constitutes acceptance.

Dispute Resolution: PLEASE READ THESE TERMS CAREFULLY AND BE AWARE THAT SECTION 10 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF FIRST ACCEPTING ANY VERSION OF THESE TERMS CONTAINING AN ARBITRATION AGREEMENT, ALL DISPUTES BETWEEN YOU AND COMPANY, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

1. The Service

1.1 Description. The Service lets you run AI agents, mostly on your own computer, using AI models provided through the Coda model provider or through other model providers you configure yourself. Features, functionality, and availability may change or be discontinued, and pricing may change, at any time.

1.2 Accounts. You must create an account to use the Service. You are solely responsible for all activity under your account and for maintaining the confidentiality of your credentials. You represent that all registration information you provide is accurate and current. Some features, such as paying, cloud looms and organizations, require a verified email address.

1.3 Your agents. Agents you run with the Service act on your behalf, on your computer and in the services you connect them to, with the access you give them. You are responsible for what you direct your agents to do and for the access you grant them.

1.4 Third-party providers. When you use a model provider other than the Coda model provider, or connect the Service to third-party services such as Slack or GitHub, your use of those services is governed by your own agreements with them.

2. User Content; Outputs

2.1 Definitions. "User Content" means any prompts, files, messages, or other materials you or your agents submit to the Service. "Outputs" means any responses or other content generated by the Service in response to your User Content.

2.2 Use of User Content and Outputs. Company may use, process and transmit User Content and Outputs solely as necessary to provide the Service to you. Company shall treat User Content and Outputs as confidential and shall not use User Content or Outputs to train, improve, or fine-tune any model or algorithm and shall not de-identify, aggregate, or exploit User Content or Outputs for any purpose other than providing the Service. Company shall not disclose User Content or Outputs to any third party except (a) to service providers, subprocessors, and third-party AI model providers, solely as necessary to provide the Service; or (b) as required by applicable law or valid legal process.

2.3 Data Security and Deletion. Company employs commercially reasonable technical, organizational, and physical safeguards designed to protect User Content and Outputs. You may delete your account at any time from your profile page. Upon deletion, Company shall remove the applicable User Content, Outputs, and personal information from its systems within a commercially reasonable timeframe, subject to any retention required by applicable law or valid legal process, and except for billing records, records linked to your former account that Company keeps for fraud prevention (including your Google account identifier), your organization's audit log, and usage records.

2.4 Your Representations Regarding User Content. You represent and warrant that (a) you have all rights, licenses, consents, and permissions necessary to submit User Content to the Service; and (b) User Content does not infringe or misappropriate any third party's intellectual property rights or other proprietary rights.

2.5 Ownership of Outputs. As between you and Company, you own all right, title, and interest in and to the Outputs. You acknowledge and agree that the Service may generate outputs for other users that are similar or identical to the Outputs.

2.6 Use Restrictions. You shall not: (a) use any automated system, including any robot, spider, scraper, or data-mining tool, to access, scrape, crawl, or collect any data or content from the Service, other than through the agents and interfaces the Service provides; (b) copy, modify, distribute, or create derivative works of any part of the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract; (d) share your account credentials with, or otherwise permit or grant access to the Service to, any unauthorized third party; (e) access the Service in order to build a similar or competitive product or service; or (f) use the Service in violation of applicable law.

3. Intellectual Property

The Service and all related technology, models, algorithms, content, trademarks, and materials (excluding User Content and Outputs) are and shall remain the exclusive property of Company or its licensors. Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own use. Nothing in these Terms transfers to you any ownership interest in the Service or any component thereof. If you provide any suggestions, ideas, or other feedback regarding the Service (excluding your User Content and Outputs), Company may use such feedback for any purpose without restriction, compensation, or obligation of any kind to you.

4. Plans, Credits and Payment

4.1 Prices and payment. All prices are in US dollars, exclusive of applicable taxes. Payments are processed by Stripe.

4.2 Starter credit. A free account that links a Google account receives a one-time, complimentary starter credit of $50 for use of the Coda model provider, given once per Google account. Starter credit has no cash value and cannot be transferred, sold, exchanged, or redeemed for cash. Company may modify or discontinue starter credit offers at any time.

4.3 Coda Pro. Coda Pro costs $20 per month plus applicable tax, billed monthly in advance. Coda Pro renews automatically every month until you cancel. You may cancel at any time from the Billing page; cancellation stops the next renewal, and Coda Pro continues until the end of the month you have paid for. Each paid month includes up to $20 of credit for the Coda model provider, which ends with that month or when Coda Pro ends and does not carry over. If a renewal payment fails, you have 14 days to update your payment before Coda Pro ends, and cloud looms stop while a payment is overdue.

4.4 Purchased credit. You may purchase prepaid credit for the Coda model provider at face value. Purchased credit does not expire. Use is charged first to the current month's Coda Pro credit, then to other credit, and calls stop when your credit runs out.

4.5 Refunds. Except as set out in these Terms or required by applicable law, fees are non-refundable, and Company does not provide refunds or credits for partial months of Coda Pro. Any other refund of credit or charges is at Company's discretion; contact support@coda.ai. Company will correct billing errors. If a payment is refunded or reversed after the credit it bought was used, your balance may become negative and use of the Coda model provider stops until it is covered.

4.6 Payment disputes. If you dispute a payment with your bank, use of the Coda model provider by the account or organization whose credit it bought may be suspended until the dispute is resolved, and if the dispute is decided against Company, the credit it bought is removed.

4.7 Cloud looms. If Coda Pro ends, your cloud looms stop. When a cloud loom ends (or 30 days after Coda Pro ends), Company deletes it and its conversations and files; deleted data can be recovered from Company's backups for up to 7 days, then it is gone.

5. Disclaimers

5.1 WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY'S SOLE DISCRETION.

5.2 AI DISCLAIMER. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES ARTIFICIAL INTELLIGENCE FEATURES AND FUNCTIONS AND THAT ARTIFICIAL INTELLIGENCE IS A RAPIDLY EVOLVING FIELD. THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THAT THE SERVICE MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS, INCLUDING WITHOUT LIMITATION INFORMATION THAT MAY APPEAR PLAUSIBLE BUT IS FACTUALLY INCORRECT, AND AGENTS MAY TAKE ACTIONS YOU DID NOT INTEND. NO WARRANTIES ARE MADE BY COMPANY WITH RESPECT TO THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUTS OR ANY AI FEATURES OR FUNCTIONS OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR THOROUGHLY REVIEWING, EVALUATING, AND INDEPENDENTLY VERIFYING ALL OUTPUTS AND CONFIRMING THEIR APPROPRIATENESS AND ACCURACY FOR YOUR INTENDED USE CASE BEFORE ANY USE OF OR RELIANCE UPON SUCH OUTPUTS.

5.3 THIRD-PARTY SERVICES; DISCLOSURE OF OUTPUTS. COMPANY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU SHALL ENSURE THAT ANY THIRD PARTY TO WHOM YOU PROVIDE OR DISCLOSE OUTPUTS UNDERSTANDS THAT SUCH OUTPUTS ARE AI-GENERATED, ARE NOT THE ADVICE OR RECOMMENDATIONS OF COMPANY, AND ARE SUBJECT TO THE DISCLAIMERS SET FORTH IN THESE TERMS.

5.4 BETA FEATURES. FROM TIME TO TIME, COMPANY MAY OFFER "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "Company Parties") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO COMPANY BY YOU DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) ONE HUNDRED DOLLARS ($100); OR (C) IF APPLICABLE, THE MINIMUM STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

7. Indemnification

You shall indemnify, defend, and hold the Company Parties harmless from and against any and all claims, demands, actions, suits, proceedings (including regulatory investigations, inquiries, and enforcement actions), losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or related to: (a) your use of or access to the Service, including the actions of agents you run; (b) your breach of these Terms or any representation or warranty contained herein; (c) your violation of any applicable law, rule, regulation, or third-party right; or (d) your User Content.

8. Termination

These Terms are effective until terminated. Company may suspend or terminate your access to the Service immediately, without prior notice, if you breach any provision of these Terms, violate applicable law, or engage in conduct that Company reasonably determines may expose Company to liability or harm the Service or its users. If Company terminates your access without cause during a paid subscription period, Company shall refund to you a pro-rata portion of any prepaid fees attributable to the unused remainder of such subscription period; no other refund, credit, or compensation shall be due. Upon termination for any reason, your license to use the Service immediately ceases. You acknowledge and agree that the Company Parties shall have no liability to you or any third party for any suspension or termination of your access to the Service, any deletion of your account, User Content, or Outputs, or any loss, cost, or damage arising from or related to any of the foregoing, except for Company's obligation to provide the pro-rata refund described in this Section. Sections 2 through 11 shall survive any termination or expiration of these Terms.

9. Contact

Questions about these Terms can be sent to support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127.

10. Arbitration Agreement

10.1 Arbitration of Disputes; Jury Trial Waiver. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and Company agree that all disputes or claims between you and Company that arise out of or relate in any way to your use of or access to the Service, or to these Terms, including prior versions of these Terms (each, a “Dispute”), will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

10.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Company agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within forty-five (45) days after submission of the Notice of Dispute, you or Company may commence arbitration or, in the limited circumstances described in the subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Company agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

10.3 Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of the “No Class or Representative Actions” subsection below. The arbitration will be conducted in the county where you reside or Wilmington, Delaware, unless the parties agree to another location or the batch arbitration process is triggered per the “Batch Arbitration” subsection below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.

10.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

10.5 Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

10.6 No Class or Representative Actions. You and Company agree that, by entering into this Arbitration Agreement, ALL PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief 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. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware.

10.7 Batch Arbitration. Notwithstanding the “No Class or Representative Actions” subsection above, to increase the efficiency of administration and resolution of arbitrations, you and Company agree that, in the event there are ten (10) or more individual requests for arbitration of a substantially similar nature (i.e., requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of one hundred (100) requests per batch (or, if between ten (10) and ninety-nine (99) individual requests are filed, a single batch of all those requests, and, to the extent there are fewer than one hundred (100) requests remaining after the batching described above, a final batch consisting of the remaining requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process. The administrative arbitrator’s fees shall be paid by Company.

10.8 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Company within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement. You must send this notice to support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127, and must include: (1) your name and address; (2) the email address you used to set up your account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with Company.

10.9 Changes to the Arbitration Agreement. The parties agree that Company retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Company within thirty (30) days of that change at support@coda.ai or OpenEvidence Inc., 215 NW 24th St., Suite 300, Miami, Florida 33127. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in the “30-Day Right to Opt Out” subsection above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Company will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in the “30-Day Right to Opt Out” subsection above.

11. Miscellaneous

These Terms are governed by the laws of the State of Delaware without regard to conflict-of-laws principles. If any provision(s) of these Terms or any portion of any provision(s) are found to be invalid or unenforceable, all other provisions and portions of such provision(s) shall remain in full force and effect. You may not assign or transfer these Terms without Company's prior written consent. These Terms constitute the entire agreement between you and Company with respect to the Service and supersede all prior agreements and understandings. Company's failure to enforce any provision shall not constitute a waiver thereof.