Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of persīv's software, website, APIs, and services (collectively, the "Service"), operated by Two Coils LLC ("persīv," "we," "us," or "our"). By clicking "Create Account," downloading the persīv IDE, or otherwise accessing the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and references to "you" include that organization.

2. Eligibility

You must be at least 13 years old (or 16 years old in jurisdictions where the minimum age is higher) to use the Service. By creating an account, you represent that you meet this age requirement. If you are under 18, you represent that a parent or guardian has reviewed and consented to these Terms on your behalf.

3. Accounts

You are responsible for maintaining the security of your account credentials. You must not share your password or allow others to access your account. You are responsible for all activity that occurs under your account. You must notify us immediately at hello@persiv.ai if you suspect unauthorized access to your account.

You may not create accounts by automated means or under false pretenses. We reserve the right to suspend or terminate accounts that violate these Terms.

4. The Service

persīv provides a downloadable coding IDE with an integrated AI agent, persistent memory, cost tracking, and team management features. The Service enables you to connect your own third-party AI API keys or use the built-in local Looking Glass model.

The Service is provided on a "current features" basis. We may modify, suspend, or discontinue features at any time with reasonable notice. We will make reasonable efforts to maintain service availability but do not guarantee uninterrupted access.

Budget and spend tracking features are estimates based on token counts and publicly available model pricing. Actual charges from third-party AI providers may differ. persīv is not responsible for charges from third-party providers (OpenAI, Anthropic, Google, etc.) that you access using your own API keys.

5. Subscriptions and Payment

5.1 Free Tier

The Free tier includes a limited number of cloud AI messages per day and unlimited access to the Looking Glass local model. No payment is required for the Free tier.

5.2 Pro Subscription

Pro subscriptions are billed monthly at the current listed price per seat, processed through Stripe. By subscribing, you authorize us to charge your payment method on a recurring monthly basis until you cancel. Prices are listed in USD and may be subject to applicable taxes.

5.3 Free Trial

New accounts receive a limited-time trial with full access to the Service. No payment information is required during the trial. At the end of the trial, your account reverts to the Free tier unless you subscribe to Pro.

5.4 Cancellation and Refunds

You may cancel your subscription at any time from your account dashboard. Cancellation takes effect at the end of the current billing period; you retain access to Pro features until that date. We do not provide refunds for partial billing periods. If you believe you were charged in error, contact us at hello@persiv.ai within 14 days of the charge.

5.5 Price Changes

We will provide at least 30 days' notice before changing subscription prices. Your continued use of the Service after a price change takes effect constitutes your acceptance of the new price.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation
• Generate content that is illegal, defamatory, threatening, or infringes the rights of others
• Circumvent usage limits, rate limits, or access controls
• Reverse engineer, decompile, or attempt to extract the source code of the Service (except where permitted by applicable law)
• Use the Service to develop a competing product or service
• Transmit malware, viruses, or any malicious code
• Interfere with or disrupt the integrity or performance of the Service or its infrastructure
• Harass, abuse, or harm other users
• Use the Service for any purpose that violates the terms of service of any third-party AI provider whose API you connect

We reserve the right to suspend or terminate access to the Service for any user or organization that violates these acceptable use requirements.

7. Your Content

You retain full ownership of all code, prompts, and content you create or input using the Service ("Your Content"). You grant persīv a limited, non-exclusive, royalty-free license to process Your Content solely to the extent necessary to provide the Service to you.

We do not use Your Content to train AI models. We do not share Your Content with other users or third parties except as described in our Privacy Policy.

You represent that you have all necessary rights to submit Your Content and that doing so does not violate any applicable law or third-party rights.

8. Third-Party AI Providers

When you connect third-party API keys (e.g., OpenAI, Anthropic, Google), your use of those services is governed by the respective provider's terms of service and policies. persīv acts as a passthrough and is not responsible for the output, reliability, accuracy, or availability of third-party AI models, nor for any charges incurred through your use of their APIs.

9. Intellectual Property

The Service, including all software, design, trademarks, and content owned or licensed by persīv, is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service other than the limited right to use it as described herein.

The persīv name and logo are trademarks of persīv. You may not use our trademarks without prior written permission.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY AI-GENERATED OUTPUT OR COST ESTIMATES.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PERSĪV AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100 USD.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless persīv and its officers, directors, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any third party's rights.

13. Termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access to the Service immediately, with or without notice, for any violation of these Terms or if we determine, in our sole discretion, that continued access would be harmful to us, other users, or third parties.

Upon termination, your right to use the Service ceases immediately. Sections 7, 9, 10, 11, 12, 14, and 15 survive termination of these Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Service shall first be addressed by contacting us at hello@persiv.ai. If we cannot resolve the dispute informally within 30 days, you agree that the dispute shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, and not by class action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights or misuse of confidential information.

If you are located in the EEA or UK, nothing in these Terms limits your rights to bring a claim before your local courts or competent supervisory authority under applicable consumer protection or data protection law.

15. General

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and persīv regarding the Service and supersede all prior agreements.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.
• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to any successor in interest.
• Changes to Terms. We may modify these Terms at any time. We will provide at least 30 days' notice of material changes by email or in-app notice. Continued use after changes take effect constitutes acceptance.
• Contact. For questions about these Terms, email hello@persiv.ai.