Terms of Use
These Terms of Use (the “Terms”) govern your access to and use of the Takeover software application, the AXON agent, the Takeover website, related APIs, and any associated services (collectively, the “Service”) made available by CodeWithAli (“CodeWithAli,” “we,” “us,” or “our”).
Acceptance & Eligibility
You must be at least 18 years old and capable of forming a binding contract to use the Service. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity.
By using the Service, you agree to these Terms, our Privacy Policy, and any order form, statement of work, or supplemental agreement that references these Terms (collectively, the “Agreement”).
Description of the Service
The Service is a native desktop application that provides operational workflow automation, including but not limited to: bookkeeping, contract generation, hiring and onboarding, scheduling, communications, and intelligence functions. The Service includes AXON, an AI agent that may perform actions on your behalf based on your instructions, voice commands, on-screen context, and configured workflows.
The Service interacts with third-party providers (including but not limited to model providers such as Anthropic and OpenAI, financial data providers such as Plaid, and payments processors such as Stripe). Your use of those third-party services is subject to their respective terms and privacy policies.
Accounts & Security
You are responsible for maintaining the confidentiality of your account credentials, voice prints, API keys, and connected integrations, and for all activity that occurs under your account. You agree to notify us immediately at unfold@codewithali.com of any unauthorized access or breach of security.
You are responsible for ensuring that any individuals you authorize to use the Service (including employees, contractors, and agents) comply with these Terms.
License Grant
Subject to your compliance with these Terms and payment of all applicable fees, CodeWithAli grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service for your internal business operations during the term of your Agreement.
All rights not expressly granted are reserved. The Service, including the underlying software, models, weights, prompts, designs, trademarks, and documentation, is licensed, not sold.
Acceptable Use
You agree not to, and not to permit any third party to:
- a)Use the Service in violation of any applicable law, regulation, or third-party right;
- b)Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except where prohibited by Section 296(a)(1) of Title 17 of the U.S. Code or to the extent expressly permitted by applicable law;
- c)Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service;
- d)Access the Service to build a competing product, train a competing model, or benchmark against the Service for competitive purposes;
- e)Use the Service to process or transmit any unlawful, defamatory, harassing, threatening, fraudulent, or infringing content;
- f)Use the Service to generate or disseminate spam, malware, ransomware, or any code intended to disrupt or damage systems;
- g)Circumvent voice authentication, access controls, rate limits, or any other security feature;
- h)Submit personal data of others without all necessary rights and consents under applicable privacy laws;
- i)Use the Service to engage in any activity prohibited by U.S. export controls or sanctions, including OFAC sanctions;
- j)Use AXON to perform actions you would not be legally authorized to perform yourself, including unauthorized access to systems, accounts, or data.
We may suspend or terminate your access immediately if we reasonably believe you have violated this Section.
Your Data; AXON Actions on Your Behalf
6.1 Your Content
You retain all ownership rights in the data, content, prompts, voice recordings, screen captures, files, and other materials you submit to or process through the Service (“Customer Data”). You grant CodeWithAli a limited, worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service to you and to fulfill our legal obligations.
6.2 AXON Actions
When AXON takes actions on your behalf (sending emails, executing transactions, modifying records, triggering integrations, etc.), those actions are taken under your authority. You are solely responsible for the consequences of actions you instruct, authorize, or fail to reverse, including all communications sent, payments processed, contracts generated, and changes made to third-party systems.
You acknowledge that AI systems, including AXON, can produce errors, hallucinations, or unexpected results. You are responsible for reviewing destructive or material actions before they are committed and for maintaining appropriate human-in-the-loop controls.
6.3 Voice Data & Biometric Identifiers
The Service may use voice prints for authentication. Voice prints, where created, are stored locally on your device unless you expressly enable a cloud configuration. In some jurisdictions (including Illinois under the Biometric Information Privacy Act, Texas, and Washington), biometric identifiers are subject to specific consent and disclosure requirements. By enabling voice authentication, you consent to the creation and use of a voice print as described in our Privacy Policy and represent that you have obtained any necessary consents from other users of your device.
6.4 Local-First Processing
The Service is designed local-first. Where feasible, Customer Data is processed on your device and is not transmitted to CodeWithAli or third parties. When transmission is required (for example, model inference or integration calls), data is transmitted via encrypted connections.
Third-Party Services & Integrations
The Service interoperates with third-party services you connect (e.g., Plaid, Stripe, Supabase, Anthropic, OpenAI, MCP servers, calendar providers, communications tools). CodeWithAli does not control and is not responsible for the availability, accuracy, content, terms, privacy practices, fees, or any acts or omissions of third-party services. Your use of third-party services is governed by their own agreements.
You represent and warrant that you have the necessary rights and licenses to connect the Service to your third-party accounts and that doing so does not violate any agreement to which you are a party.
Fees, Subscriptions & Payment
Where the Service is offered for a fee, fees are set forth in your order form or on our pricing page and are non-refundable except as required by applicable law. Fees are exclusive of taxes, which you are responsible for paying. We may change pricing prospectively upon notice; price changes take effect at the start of your next billing cycle.
You authorize us (or our payment processor) to charge your designated payment method for all fees. If a payment fails, we may suspend the Service until payment is received. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Term & Termination
These Terms remain in effect until terminated. You may stop using the Service at any time. We may suspend or terminate your access immediately, with or without notice, if you breach these Terms, fail to pay fees when due, or if we are required to do so by law.
Upon termination, your right to use the Service ends. We will make Customer Data available for export for a limited period as set forth in your order form (or, if none, for thirty (30) days), after which we may delete Customer Data in the ordinary course unless retention is required by law. Sections that by their nature should survive termination (including Sections 6.1, 10, 11, 12, 13, 14, and 17) will survive.
Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODEWITHALI DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Without limiting the foregoing, CodeWithAli does not warrant that the Service will be uninterrupted, error-free, secure, or free from harmful components, that AXON's outputs will be accurate or appropriate for any particular purpose, or that any data loss will not occur. You assume all responsibility for verifying AXON's outputs before relying on them for material decisions.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CODEWITHALI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF CODEWITHALI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CODEWITHALI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO CODEWITHALI FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
Indemnification
You will defend, indemnify, and hold harmless CodeWithAli, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes any third-party right or violates any law; (c) any action AXON takes on your behalf pursuant to your instructions; and (d) your negligent or willful misconduct.
Intellectual Property
CodeWithAli and its licensors own all right, title, and interest in and to the Service, including all intellectual property rights. “Takeover,” “AXON,” “CodeWithAli,” and associated logos are trademarks of CodeWithAli. You may not use these marks without our prior written consent.
If you provide feedback, suggestions, or ideas about the Service, you grant CodeWithAli a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.
Dispute Resolution; Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CODEWITHALI AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
14.1 Informal Resolution
Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us at unfold@codewithali.com. If we cannot resolve the dispute within sixty (60) days, either party may proceed to arbitration.
14.2 Binding Arbitration
Except for claims for injunctive or other equitable relief, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, conducted in San Francisco, California, in the English language. The arbitrator's decision will be final and binding.
14.3 Class-Action Waiver
YOU AND CODEWITHALI AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of multiple persons.
14.4 Opt-Out
You may opt out of the arbitration and class-action waiver in this Section 14 by sending written notice to unfold@codewithali.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out.
Governing Law & Venue
These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Export Controls & Sanctions
You may not use, export, re-export, or transfer the Service in violation of U.S. export controls or sanctions, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo, and that you are not on any U.S. government list of prohibited or restricted parties.
Miscellaneous
17.1 Entire Agreement
These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and CodeWithAli regarding the Service and supersede any prior agreements.
17.2 Modifications
We may update these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms with a new effective date and, where practical, by other means. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
17.3 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, sale of assets, or by operation of law, without your consent.
17.4 Severability; Waiver
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver.
17.5 Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, internet or telecommunications failures, or failures of third-party services.
17.6 No Agency
No agency, partnership, joint venture, or employment relationship is created by these Terms.
17.7 Notices
Notices to you may be sent to the email address associated with your account. Notices to us must be sent to unfold@codewithali.com.
17.8 U.S. Government Users
The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202. U.S. Government users acquire the Service with only the rights set forth in these Terms.
Contact
CodeWithAli
Attn: Legal
California, USA
unfold@codewithali.com
