// legal

Terms of Service

Effective June 14, 2026 · Codeplace, a Sprisa Inc. product

These Terms are a binding agreement between you and Sprisa Inc. They govern your use of Codeplace. Please read them — especially the sections on billing, disclaimers, and limitation of liability.

1Agreement to these Terms

By creating an account, subscribing, or using Codeplace (the “Service”), you agree to these Terms of Service (the “Terms”) and to our Privacy Policy. The Service is operated by Sprisa Inc., a Utah corporation (“Sprisa,” “we,” “us”). If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization. If you do not agree, do not use the Service.

2The Service

Codeplace provides a private, persistent cloud sandbox that runs opencode, an open-source AI coding agent. The sandbox includes compute, persistent storage with off-site backups, a web and terminal interface, mobile access, and the ability to publish self-contained HTML documents to shareable links. Specific resource limits and features are described on our site and may change over time.

3Eligibility & accounts

You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract. Authentication is handled by our login provider; you are responsible for keeping your credentials secure and for all activity under your account. Provide accurate information and keep it current. Notify us promptly at [email protected] of any unauthorized use.

4Subscription, billing & renewals

• Price & cycle. The Service is $6.00 USD per month, billed in advance, unless a different price or plan is shown to you at checkout. Payments are processed by Stripe; by subscribing you also agree to Stripe’s terms. You authorize us and Stripe to charge your payment method for each renewal.
• Cancellation (click-to-cancel). You may cancel at any time from your dashboard’s billing settings — the same online method you used to subscribe — without contacting support. Cancellation takes effect at the end of the current billing period; you keep access until then.
• Refunds. Payments are non-refundable except where required by law. We do not provide refunds or credits for partial months or unused time.
• Price changes. We may change the price. We will give you advance notice (at least 30 days, or as required by law) by email or in the dashboard, and any change applies to the next billing period after the notice. If you don’t agree, cancel before the change takes effect.
• Failed payments. If a renewal payment fails, we may retry and your subscription may enter a past-due state. We may suspend or downgrade access if payment is not resolved. We will follow Stripe’s standard retry and grace handling before treating the subscription as cancelled.
• Taxes. Prices are exclusive of taxes unless stated. You are responsible for any sales, use, VAT, or similar taxes, which may be added at checkout.

5Acceptable use

You agree not to use the Service to, or to allow anyone to:

• break the law, infringe intellectual-property or privacy rights, or violate any third party’s rights;
• distribute malware, run phishing, send spam, or host content that is unlawful, defamatory, or harmful;
• attack, probe, or attempt to gain unauthorized access to the Service, other tenants, or any system or network (including circumventing isolation, quotas, or security controls);
• use the Service to mine cryptocurrency, run denial-of-service traffic, build botnets, or otherwise abuse compute or network resources in a way that degrades the Service for others;
• resell, sublicense, or provide the Service to third parties as a service, or share a single account among multiple people to evade limits;
• reverse engineer or attempt to extract source code except to the extent this restriction is prohibited by law; or
• store or process highly sensitive data (e.g., regulated health, payment-card, or government-classified data) that the Service is not designed to handle.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or harms the Service, other users, or third parties.

6Your content & published documents

You own your content. You retain all rights to the files, code, prompts, and documents you create or upload (“Your Content”). You grant Sprisa a limited, worldwide, non-exclusive license to host, store, copy, transmit, back up, and display Your Content only as needed to operate and provide the Service to you (including serving documents you choose to publish and creating backups).

Public documents. If you mark a document as public, you instruct us to make it accessible to anyone with the link, and to cache and serve it at the edge. You are responsible for the content you publish. Do not publish content you do not have the right to share. You can delete published documents at any time.

Copyright complaints. We respond to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA) and similar laws. If you believe content published through the Service infringes your copyright, send a notice to [email protected] that includes: identification of the work, the URL of the allegedly infringing material, your contact details, a statement of good-faith belief that the use is unauthorized, a statement (under penalty of perjury) that your notice is accurate and that you are the owner or authorized to act, and your physical or electronic signature. We may remove or disable access to the material and, in appropriate cases, terminate the accounts of repeat infringers.

You are solely responsible for Your Content and for maintaining your own copies. While we keep off-site backups, we are not a backup service and do not guarantee against data loss — keep independent copies of anything important.

7Model providers & third-party services

Codeplace lets you connect your own AI model provider accounts using your API keys (“bring your own keys”). Your use of those providers is governed by their terms, and you are responsible for all usage and charges incurred with them. We are not responsible for third-party services, their availability, or their outputs.

opencode trademark & affiliation. Codeplace is an independent, unofficial cloud sandbox for opencode, which is open-source software (MIT-licensed). Codeplace and Sprisa Inc. are not affiliated with, sponsored by, or endorsed by the maintainers of opencode (Anomaly Innovations Inc.). All product names, logos, and trademarks are the property of their respective owners and are used for identification only.

8Intellectual property

The Service, including its software, design, branding, and the “codeplace” and “Sprisa” names and marks, is owned by Sprisa Inc. and protected by intellectual-property laws. Except for the rights expressly granted to you to use the Service, we reserve all rights. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

9Privacy

Our Privacy Policy explains how we handle personal data and is incorporated into these Terms by reference. By using the Service you agree to that processing.

10Availability & changes to the Service

We work to keep the Service available and reliable, but we do not provide a formal uptime guarantee or service-level agreement unless separately agreed in writing. We may modify, add, or remove features, perform maintenance, and impose or change reasonable resource limits. We will try to give notice of material adverse changes where practical.

11Suspension & termination

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or use the Service in a way that risks harm to us, other users, or third parties, or if required by law. Where reasonable, we will give notice and an opportunity to cure.

On termination, your right to use the Service ends. After cancellation or termination, we retain and then delete your data as described in the Privacy Policy (including a grace period before permanent deletion). Sections that by their nature should survive — including content ownership, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

12Disclaimers

The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or that it will meet your requirements, or that content or AI outputs will be accurate or reliable. You use the Service and any outputs at your own risk. Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.

13Limitation of liability

To the maximum extent permitted by law, Sprisa Inc. and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to the Service, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Sprisa’s total aggregate liability for all claims relating to the Service will not exceed the greater of (a) the total amount you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or (b) fifty US dollars ($50).

Nothing in these Terms limits liability that cannot be limited by law, such as for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

14Indemnification

You agree to defend, indemnify, and hold harmless Sprisa Inc. and its personnel from and against any claims, damages, liabilities, and reasonable expenses (including legal fees) arising from: (a) Your Content or anything you publish; (b) your use of the Service; (c) your violation of these Terms or applicable law; or (d) your use of third-party model providers and the charges you incur with them.

15Governing law & disputes

These Terms are governed by the laws of the State of Utah, United States, without regard to its conflict-of-laws rules. Before filing a claim, you agree to first contact us at [email protected] and try to resolve the dispute informally for at least 30 days.

Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Utah, and you consent to venue there, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. To the extent permitted by law, you and Sprisa each waive any right to a jury trial and agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class or representative action. If you reside in a jurisdiction (such as the EEA or UK) whose mandatory consumer law gives you the right to bring claims locally, nothing here removes that right.

16Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will update the effective date above and notify you by email or in the dashboard before it takes effect. Changes are not retroactive. Your continued use of the Service after an update means you accept the revised Terms; if you don’t agree, stop using the Service and cancel.

17General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Sprisa regarding the Service and supersede prior agreements on this subject.
• Severability. If any provision is held unenforceable, the rest stays in effect and the unenforceable part is limited to the minimum extent necessary.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may send notices to the email associated with your account or post them in the dashboard.

18Contact

Questions about these Terms? Email [email protected], or write to Sprisa Inc. at the postal address published at sprisa.com. See also our Privacy Policy.