Terms of Service

Last updated: April 29, 2026

These Terms of Service (the “Agreement”) are between Slipway, Inc. (“Skipper,” “we,” “us,” or “our”) and the person or entity that creates an account or otherwise accesses the Service (“you” or “your”). By accessing or using the Service you agree to this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and “you” means that organization.

The Service is downloadable software and an online, non-downloadable service that uses artificial intelligence to enable users to write and edit software code, together with any related documentation and updates we make available.

1. Service

1.1 Access and Use.

Subject to this Agreement, you may (a) access and use the online Service, and (b) install, copy, and use the Software and Documentation, in each case for your internal purposes. The Software is licensed, not sold, and your right to use the Software is conditional on your continued compliance with this Agreement.

1.2 Support.

We may, but are not obligated to, provide technical support. Where we offer support, we will describe its scope on our website or in the Service.

1.3 User Accounts.

You are responsible for all actions taken on your account and for all Users’ compliance with this Agreement. You and your Users must protect the confidentiality of passwords and login credentials, and must promptly notify us if you suspect or know of any fraudulent activity on your account or that any credentials have been compromised.

1.4 Feedback and Usage Data.

You may, but are not required to, give us Feedback, in which case you give Feedback “AS IS.” We may use all Feedback freely without any restriction or obligation. We may also collect and analyze Usage Data, and may freely use Usage Data to maintain, improve, enhance, and promote our products and services without restriction or obligation. We may only disclose Usage Data to others if it is aggregated and does not identify you or your Users.

1.5 Customer Content.

We may copy, display, modify, and use Customer Content only as needed to provide and maintain the Service and related offerings. You are responsible for the accuracy and content of Customer Content.

1.6 Machine Learning.

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of our products and services, including third-party components of the Service, and you authorize us to process your Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before being used for these purposes, and (b) we will use commercially reasonable efforts consistent with industry-standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section reduces our obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Because of the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Service features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. You are responsible for reviewing all output of the Service before relying on it.

2. Restrictions & Obligations

2.1 Restrictions on You.

Except as expressly permitted by this Agreement, you will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Service (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Service; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service; (vi) access accounts, information, data, or portions of the Service to which you do not have explicit authorization; (vii) use the Service to develop a competing service or product; (viii) use the Service with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Service to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Service any Customer Content to which you and your Users do not have the proper rights.

Use of the Service must comply with the Documentation and any usage limits we publish.

2.2 Suspension.

If you (a) breach Section 2.1 (Restrictions on You), or (b) use the Service in violation of this Agreement or in a way that materially and negatively impacts the Service or others, then we may temporarily suspend your access to the Service with or without notice. We will try to inform you before suspending your account when practical, and will reinstate your access only if you resolve the underlying issue.

3. Privacy & Security

3.1 Personal Data.

Before submitting Personal Data governed by GDPR, you must enter into a data processing agreement with us. If the parties have a data processing agreement (a “DPA”), each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

3.2 Prohibited Data.

You will not (and will not allow anyone else to) submit Prohibited Data to the Service unless we have agreed to receive such data in a separate written agreement.

3.3 Children.

The Service is not directed to children under 13 (or under 16 in the European Economic Area and the United Kingdom). You must be at least the minimum age required in your jurisdiction to enter into this Agreement and use the Service.

4. Fees

4.1 Free Service.

The Service is currently provided at no charge. We may change pricing or introduce paid features at any time, but no Fees will apply to your use of the Service unless and until you accept additional terms describing those Fees.

4.2 Future Fees.

If we introduce Fees and you choose to access paid features, all such Fees will be in U.S. Dollars and exclusive of taxes unless we say otherwise. Except as expressly stated, Fees will be non-refundable. You will be responsible for all applicable duties, taxes, and levies that apply to Fees, other than our income taxes.

5. Term & Termination

5.1 Term.

This Agreement starts when you first access the Service and continues for as long as you continue to access or use the Service.

5.2 Termination by You.

You may stop using the Service and terminate this Agreement at any time by deleting your account or, if no self-service option is available, by emailing us at humans@skipper.dev.

5.3 Termination by Skipper.

We may terminate this Agreement, or suspend or terminate your access to the Service, at any time, with or without notice, if we reasonably believe you have breached this Agreement or if we discontinue the Service. We may also terminate this Agreement immediately upon notice if you (a) fail to cure a material breach within 30 days after we give you notice; (b) materially breach this Agreement in a manner that cannot be cured; (c) dissolve or stop conducting business without a successor; (d) make an assignment for the benefit of creditors; or (e) become the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4 Force Majeure.

Either party may terminate this Agreement upon notice if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. A Force Majeure Event does not excuse any obligation to pay Fees that have accrued before termination.

5.5 Effect of Termination.

Upon any expiration or termination: (a) you will no longer have any right to use the Service; (b) upon your request, we will delete Customer Content within 60 days, except as needed to comply with Applicable Laws; (c) each Recipient will return or destroy the Discloser’s Confidential Information in its possession or control; and (d) you will pay any outstanding Fees that have accrued before termination.

5.6 Survival.

The following sections will survive expiration or termination of this Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on You), Section 4 (Fees) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).

Each Recipient may retain the Discloser’s Confidential Information in accordance with its standard backup or record-retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to the retained Confidential Information.

6. Representations & Warranties

6.1 Mutual.

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From You.

You represent and warrant that you, all Users, and anyone submitting Customer Content each have, and will continue to have, all rights necessary to submit or make available Customer Content to the Service and to allow the use of Customer Content as described in this Agreement.

6.3 From Skipper.

We represent and warrant to you that we will not materially reduce the general functionality of the Service for so long as you have an active account or continue to use the Software in compliance with this Agreement.

6.4 Warranty Remedy.

If we breach the warranty in Section 6.3 (From Skipper), you must give us notice (with enough detail for us to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, we will attempt to restore the general functionality of the Service. If we cannot resolve the issue, your only remedy is to terminate this Agreement and stop using the Service.

7. Disclaimer of Warranties

We make no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Service, nor to any product or service provided by anyone other than us. Except for the warranties in Section 6 (Representations & Warranties), we and you each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

The Service uses artificial intelligence and may produce output that is incorrect, incomplete, biased, or otherwise unsuitable. You are solely responsible for reviewing, testing, and validating any output before relying on it, and for any decisions made or code committed based on the output of the Service.

8. Limitation of Liability

8.1 Liability Caps.

Except as provided in Section 8.4 (Exceptions), each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the greater of (a) the total Fees you paid or owed us in the 12 months before the event giving rise to liability, or (b) one hundred U.S. Dollars (US$100) (the “General Cap Amount”).

If there are Increased Claims, each party’s total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than two times the General Cap Amount (the “Increased Cap Amount”).

8.2 Damages Waiver.

Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability.

The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions.

The liability cap in Section 8.1(a) does not apply to any Increased Claims. Section 8.1 (Liability Caps) does not apply to any Unlimited Claims. Section 8.2 (Damages Waiver) does not apply to any Increased Claims or to a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws. For purposes of this Agreement: (i) “Increased Claims” means a party’s indemnification obligations under Section 9 (Indemnification); and (ii) “Unlimited Claims” means amounts owed for Fees, a party’s breach of Section 12.13 (Export Controls) or Section 12.15 (Anti-Bribery), and a party’s gross negligence, willful misconduct, or fraud.

9. Indemnification

9.1 Protection by Skipper.

We will indemnify, defend, and hold you harmless from and against any third party claim that the Service, when used by you in compliance with this Agreement, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade secret rights (a “Skipper Covered Claim”), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from such Skipper Covered Claims.

9.2 Protection by You.

You will indemnify, defend, and hold us harmless from and against any third party claim that arises from (a) your Customer Content; (b) your use of the Service in violation of this Agreement; or (c) your violation of Applicable Laws (each, a “Your Covered Claim”), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from such Your Covered Claims.

9.3 Procedure.

The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

9.4 Changes to the Service.

If required by settlement or court order, or if deemed reasonably necessary in response to a Skipper Covered Claim, we may: (a) obtain the right for you to continue using the Service; (b) replace or modify the affected component of the Service without materially reducing the general functionality of the Service; or (c) if neither (a) nor (b) is reasonable, terminate this Agreement and stop providing the Service to you.

9.5 Exclusions.

Our obligations as an Indemnifying Party will not apply to Skipper Covered Claims that result from (i) modifications to the Service that we did not authorize or that were made in compliance with your instructions; (ii) unauthorized use of the Service, including use in violation of this Agreement; (iii) use of the Service in combination with items not provided by us; (iv) use of an old version of the Service where a newer release would avoid the Skipper Covered Claim; or (v) Customer Content or output generated from Customer Content.

Your obligations as an Indemnifying Party will not apply to Your Covered Claims that result from the unauthorized use of Customer Content by us.

9.6 Exclusive Remedy.

This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure.

Except as otherwise authorized in this Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, the Recipient will not (a) use the Discloser’s Confidential Information; nor (b) disclose the Discloser’s Confidential Information to anyone else. The Recipient will protect the Discloser’s Confidential Information using at least the same protections it uses for its own similar information, but no less than a reasonable standard of care.

10.2 Exclusions.

Confidential Information does not include information that (a) the Recipient knew without any obligation of confidentiality before disclosure by the Discloser; (b) is or becomes publicly known and generally available through no fault of the Recipient; (c) the Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) the Recipient independently developed without use of or reference to the Discloser’s Confidential Information.

10.3 Required Disclosures.

The Recipient may disclose the Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, the Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

10.4 Permitted Disclosures.

The Recipient may disclose the Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality), and the Recipient remains responsible for everyone’s compliance with this Section 10 (Confidentiality).

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), we retain all right, title, and interest in and to the Service, whether developed before or after the date of this Agreement. Except for the limited rights in Section 1.5 (Customer Content) and Section 1.6 (Machine Learning), you retain all right, title, and interest in and to Customer Content.

12. General Terms

12.1 Entire Agreement.

This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. We expressly reject any terms included in your purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any of your documentation or online vendor portals will apply to your use of the Service unless expressly agreed to in a legally binding written agreement signed by an authorized Skipper representative, regardless of what such terms may say.

12.2 Modifications, Severability, and Waiver.

We may modify this Agreement at any time by posting a revised version of this Agreement on our website or by otherwise notifying you. The modified Agreement will become effective upon posting or as we otherwise indicate, and your continued use of the Service after that effective date will constitute your acceptance of the modified Agreement. If you do not agree to a modification, your only remedy is to stop using the Service. Any other waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

12.3 Governing Law and Chosen Courts.

The laws of the State of Delaware, without regard to its conflict of laws provisions, will govern all interpretations and disputes about this Agreement. The parties will bring any legal suit, action, or proceeding about this Agreement in the state or federal courts located in New Castle County, Delaware, and each party irrevocably submits to the exclusive jurisdiction of those courts.

12.4 Injunctive Relief.

Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.5 Non-Exhaustive Remedies.

Except where this Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment.

You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign this Agreement upon notice if we undergo a merger, change of control, reorganization, or sale of all or substantially all of our equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.7 Beta Features.

We may, from time to time, make available features or versions of the Service that are identified as alpha, beta, preview, early access, or similar (each a “Beta Feature”). Beta Features are provided “AS IS” and Section 6.3 (From Skipper) does not apply to any Beta Features. You acknowledge that Beta Features are experimental in nature and may be modified or removed at our discretion with or without notice.

12.8 Logo Rights.

We may identify you and use your name and logo in marketing to identify you as a user of our products and services.

12.9 Notices.

Any notice, request, or approval about this Agreement must be in writing. Notices to you may be sent to the email address associated with your account or posted in the Service, and will be deemed given when sent. Notices to us must be sent to humans@skipper.dev or to Slipway, Inc., 2093 Philadelphia Pike #1522, Claymont, DE 19703, and will be deemed given upon confirmed delivery.

12.10 Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary.

There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure.

Neither party will be liable for a delay or failure to perform its obligations under this Agreement if caused by a Force Majeure Event. However, this section does not excuse any obligation to pay Fees that have accrued.

12.13 Export Controls.

You may not remove or export from the United States or allow the export or re-export of the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. You represent and warrant that you are not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. We may terminate this Agreement immediately without notice or liability to comply, as determined in our sole discretion, with applicable export controls and sanctions laws and regulations.

12.14 Government Rights.

The online Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government will be governed solely by the terms of this Agreement, and all other use is prohibited.

12.15 Anti-Bribery.

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist either party in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.16 Titles and Interpretation.

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

13. Definitions

“Applicable Data Protection Laws” means the Applicable Laws that govern how the Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.

“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern us or you.

“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the start of this Agreement, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential,” “proprietary,” or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Your Confidential Information includes non-public Customer Content, and our Confidential Information includes non-public information about the Service.

“Covered Claim” means either a Skipper Covered Claim or Your Covered Claim.

“Customer Content” means data, information, or materials submitted by or on behalf of you or your Users to the Service, including source code, prompts, files, and other inputs, but excluding Feedback.

“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

“Documentation” means the usage manuals and instructional materials for the Service that we make available.

“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

“Feedback” means suggestions, feedback, or comments about the Service or related offerings.

“Fees” means the amounts, if any, that we may charge from time to time for access to or use of the Service.

“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples include unpredicted natural disasters such as a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

“High Risk Activity” means any situation where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.

“OFAC” means the United States Department of Treasury’s Office of Foreign Assets Control.

“Personal Data” means the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

“Service” means the artificial-intelligence offerings made available by us that enable users to write and edit software code, including (a) the Software and (b) the online, non-downloadable services we host, in each case together with related Documentation and any updates we make available.

“Software” means the downloadable software or applications we make available for you to install, download (whether onto a machine or in a browser), or execute, including any standalone client applications and any client-side components used to access the online portion of the Service.

“Usage Data” means data and information about the provision, use, and performance of the Service and related offerings based on your or your Users’ use of the Service.

“User” means any individual who uses the Service on your behalf or through your account.