Replit Teams Product Agreement

Last Updated: 03/26/2024

This Replit Teams Product Agreement (“Agreement”) consists of the specific terms for Replit, Inc.’s (“Replit”) Teams product to build, deploy, host, and manage software projects for commercial use (the “Platform”). This Agreement takes effect when Customer accepts these terms by clicking “accept” and the individual accepting these terms represents that they are authorized to enter into this Agreement on behalf of Customer.

A. Access and Accounts

1. Access. Subject to Customer’s compliance with this Agreement, Replit grants Customer the right to access and use the Platform during the term of this Agreement solely for Customer’s internal business purposes, and any other restrictions or obligations mutually agreed upon in writing by the parties.

2. Duration. Customer’s access to the Platform expires at the end of the applicable subscription term unless renewed.

3. Responsibilities and Acceptable Use.

a. Responsibility for Account and User Accounts. Customer is responsible for: (i) all content posted and activity that occurs under its Teams account and its designated user accounts (“Users”); (ii) ensuring a User’s login is not shared by multiple people; (iii) maintaining the security of account login credentials; and (iv) notifying Replit promptly if becoming aware of any unauthorized use of, or access to, the Platform. Replit will not be liable for any loss or damage from Customer’s failure to comply with these terms.

b. Acceptable Use. Customer will not: (i) resell or license the Platform to third parties; (ii) interfere with the integrity or performance of the Platform; (iii) use the Platform to store or transmit abusive, infringing, libelous, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; or (iv) use the Platform to store code, files, scripts, agents or programs intended to harm, including but not limited to malware or phishing. Customer will respond promptly to any reasonable request by Replit in the event of any actual or anticipated breach of the above.

4. Privacy. By default, content created in or submitted to a Customer’s account and User accounts (“Customer Content”) is private to Customer and its Users and not made available to the public. Replit and Customer will comply with applicable data protection laws. Personal information provided by Customer in connection with the Platform is subject to Replit’s Privacy Policy, which is incorporated by reference. If applicable, Customer’s use of the Platform is subject to the Data Processing Agreement.

5. Reassignment of User Accounts. Customer may reassign an account to a new User only after ninety (90) days from the last assignment of that account, unless the reassignment is due to (a) permanent hardware failure or loss; (b) termination of the User’s employment or contract; or (c) temporary reallocation to cover a User’s absence. When Customer reassigns an account or account access from one User to another, Customer agrees to prevent the former User’s access to the account.

6. Purchasing Additional User Accounts and Fees. Customer may purchase additional User accounts by submitting a request through the Platform. If Customer purchases additional User accounts, Customer must pay the then-currently applicable fees. Upon renewal of Customer’s account for another subscription term, Replit will invoice for all User accounts on an annual basis unless otherwise specified.

B. Ownership and Rights

1. Replit Ownership. Replit owns and retains all right, title, and interest in and to the Platform and related software, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. Except for the limited access rights expressly granted to Customer herein, Customer obtains no rights to the Platform.

2. Customer Content Ownership and Access.

a. Customer Ownership. Customer represents and warrants that: (i) Customer has all necessary rights to the Customer Content for use with the Platform; and (ii) that submitting Customer Content to the Platform does not violate any rights (including privacy rights, publicity rights, copyrights, contract rights, or other intellectual property rights) of any third party. Subject to this Agreement, Replit will only access and use Customer Content solely to provide and maintain the Platform and any related support and services under this Agreement (“Use of Customer Content”). Use of Customer Content includes sharing Customer Content as Customer directs through the Platform, but Replit will not otherwise disclose Customer Content to third parties except as permitted in this Agreement.

b. Customer Grant to Replit. Customer grants to Replit the right to store, archive, parse, access, modify, and display Customer Content, and make incidental copies, only as necessary to provide the Platform, including for troubleshooting, improving, and ensuring the safety and security of the Platform. This license includes the right to copy Customer Content to Replit’s databases and make backups, display or share Customer Content to Customer and those to whom Customer chooses, parse Customer Content into a search index or otherwise analyze it on Replit’s servers, and perform Customer Content, in the case of music or video.

c. No Sales. This license does not grant Replit the right to sell Customer Content. It also does not grant Replit the right to otherwise distribute or use Customer Content outside of the Platform.

d. Public Use. Any Customer Content that Customer or a User posts publicly through the Platform, including issues, comments, code, or contributions to other users’ Repls, may be viewed and copied by others. Customer Content published as a public Repl is automatically made subject to the MIT License, which allows others to view, copy, modify, and distribute that code, on or off platform. Public Repls may be used by Replit for improving the Service, including but not limited to developing or training large language models, both during and after the term of this agreement.

3. Product Specific Terms. Additional terms apply to specific Replit products such as, but not limited to, Cycles and Extensions (“Product Specific Terms”), the terms of which are incorporated by reference. If there is a conflict with this Agreement, the Product Specific Terms apply for that product.

4. Third Party Software. Some software available through the Platform may contain third-party software or open source software. Replit has no control over, and to the fullest extent permitted by law, assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. Replit does not warrant or support any such software and cannot guarantee its continued security, availability, non-infringement, or performance.

5. Third Party Services. Customer acknowledges and agrees that the Platform may operate on, with, or using application programming interfaces or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are facilitated by Replit. Replit currently facilitates connections to multiple Third Party Services to generate content as part of the Platform. Accordingly, Customer’s use of the Platform must also comply with, and is subject to, applicable policies for the Third Party Services. Replit is not responsible for the operation of any Third Party Services nor the availability or operation of the Platform to the extent such availability and operation is dependent upon Third Party Services. Replit does not make any representations, warranties, or indemnities with respect to Third Party Services or any third party providers.

6. Feedback. Feedback by Customer may be used by Replit for any purpose without obligation of any kind.

7. Usage Data. Replit may collect Usage Data (as defined below) and use it to operate, improve, and support the Platform and for other lawful business purposes, including benchmarking, reports, and product development. Replit will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer or its Users, and (b) aggregated with data across other customers. “Usage Data” means technical logs, data, and learnings about Customer’s use of and interactions with the Platform, but excluding Customer Content.

C. AI terms

1. Definitions.

a. “AI Features” means any part of the Platform that generates, suggests, or corrects code or other Output Content, but not including any Third Party Services.

b. “Output Content” means outputs generated or suggested by the AI Features in response to Customer Content.

c. “Customer Content” includes any content submitted to the Platform by Customer or its User, and any prompts and other inputs used to generate Output Content.

2. No Training on Customer Content. Replit will not use Customer Content or Output Content to train, retrain, or improve the AI Features, unless Customer Content is published publicly on the Platform. If requested by Customer, Customer Content may be used for tuning AI Features, but such tuning will only be for Customer’s sole use during the term of this Agreement.

3. Ownership of Output Content. Output Content is deemed to become Customer Content when adopted by Customer or User. Replit hereby assigns to Customer its right, title and interest (if any) in and to such content, and affirms that intellectual property and other rights in such content are held by Customer pursuant to these terms. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided to others.

4. Limited Indemnity for Third-Party Claims.

Replit will defend Customer against third-party copyright claims brought in a court of competent jurisdiction arising from Customer’s use or distribution of Output Content, if all the following additional conditions are met:

1. Customer must not have disabled, evaded, disrupted, or interfered with any content filters, restrictions, or other safety systems that are part of the AI Features.
2. Customer must not have modified, used, or distributed the Output Content in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary right of a third party.
3. Output Content is generated by an AI Feature solely provided by Replit and not a Third Party Service (e.g., Google, OpenAI, etc.)
4. Customer must have sufficient rights over all Customer Content used to generate the Output Content that is the subject of the claim.
5. The claim does not allege that the Output Content, as used in commerce or the course of trade, violates a third party’s patent, trade secret, trademark, or related rights.
6. Customer must provide Replit with prompt notice of the claim and allow Replit the exclusive right to control the claim’s investigation, defense, and settlement.
7. Customer will provide reasonable cooperation in the investigation, defense and settlement of the claim at Replit’s expense, and may participate in the claim with its own counsel at its own expense.

D. Confidentiality

1. Definitions. “Confidential Information” means information provided to the receiving party (“Receiving Party”) that is designated by the disclosing party (“Disclosing Party”) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (c) is acquired by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.

2. Confidentiality Obligations. Receiving Party will use Confidential Information solely as contemplated by this Agreement and will disclose such information on a need-to-know basis only to its employees, agents, vendors, and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Section. Receiving Party will use reasonable care to protect Disclosing Party’s Confidential Information and to prevent unauthorized disclosure of Confidential Information. Confidential Information is and will remain the exclusive property of the Disclosing Party. Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.

3. Mandated Disclosures. The foregoing disclosures will not restrict a Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental agency; the Party required to make such disclosure provides reasonable notice of such requirement to the other Party to allow the other Party to contest such order or requirement, unless such Party is prevented from doing so by force of law. In such cases, Receiving Party will provide full cooperation and assistance to Disclosing Party in seeking to obtain such protection, at Disclosing Party’s expense.

4. Duration. These confidentiality obligations apply (1) for Customer Content, until it is deleted from the Platform; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.

E. Pricing, Fees, Payment, and Taxes

1. Pricing. Replit’s current pricing is available on our pricing page.

2. Fees. Customer agrees to pay all applicable fees in full. Amounts paid are non-refundable. If billed based on usage, Replit will invoice according to the billing model described in its product documentation. Customer may incur additional usage fees when exceeding the limits associated with Customer’s account or current plan. Customer is responsible for the payment of these fees, and which will be automatically billed to the credit card or payment method associated with Customer’s account. Customer’s account will be limited or terminated if not paid.

3. Payment. If Customer fails to pay fees on time, Replit has the right to charge 1.5% monthly interest on past due amounts as allowed by law. Replit also has the right to charge Customer for all expenses of recovery, to terminate the applicable subscription, turn off access, and to take any other action at law.

4. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments that are imposed or become due in connection with this Agreement. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.

F. Term, Termination, Suspension, Data Migration

1. Term. This Agreement is effective until expiration of the subscription period or terminated by a party as described below. Thereafter, this Agreement shall automatically renew for successive twelve month periods, unless terminated by a party as described below.

2. Termination without Cause. Either party may terminate this Agreement without cause on 30 days’ notice. Access will continue for the duration of the subscription term, subject to the terms of this Agreement.

3. Termination for Cause. Without limiting other remedies, either party may terminate this Agreement for material breach immediately if the other party fails to cure a curable breach within a ten-day notice period.

4. Survival. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

5. Suspension. In the event of any activity by Customer or Users that has (or in Replit’s reasonable assessment is likely to have) an adverse effect on the operation of the Platform, Replit may temporarily suspend access to the Platform. This right includes removal or disablement of Customer Content and accounts. In such event, Replit will make reasonable attempts to notify Customer as soon as possible and will work with Customer in good faith to remedy the cause of the adverse impact.

6. Data Migration. Customer may migrate or request migration of its content from the Platform for up to thirty (30) days after termination of this Agreement.

G. Warranties and Disclaimers

1. Mutual Warranties. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

2. Limited Warranty. The Platform is provided “as is” and “as available.” Replit warrants to Customer that during the applicable subscription term the Platform will perform materially in accordance with the Replit documentation.

3. Exceptions and Disclaimers. Except for the limited warranties above and subject to applicable law, Replit provides no other warranties. Replit disclaims any other express, implied or statutory warranties, including warranties of quality, title, availability, non-interruption, non-infringement, merchantability, and fitness for a particular purpose.

H. Third Party Claims

1. General Obligations. The parties will defend each other against third party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will then reimburse the other party for reasonable out-of-pocket expenses it incurs in providing such assistance. This section describes the parties’ sole remedies and entire liability for such claims, subject to the Limitation of Liability and AI Terms sections.

2. Defense by Replit. Replit will defend Customer against any third-party claim that the Platform used within the scope of this Agreement (unmodified as provided by Replit and not combined with anything else), misappropriated a trade secret or directly infringes a United States patent, copyright, trademark, or other proprietary right of a third party. If Replit is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (a) modify or replace the Platform with a functional equivalent or (b) terminate Customer’s access and refund any outstanding fees, including amounts paid in advance for any usage period after the termination date. Replit will not be liable for any claims or damages due to Customer’s continued use of the Platform after being notified to stop due to a third-party claim.

3. Defense by Customer. Customer will defend Replit against any third-party claim that: (a) any Customer Content misappropriated a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party or (b) Customer’s use of the Platform, alone or in combination with anything else, violates applicable law or harms a third party.

I. Limitation of Liability

1. Replit’s Maximum Liability. The maximum, aggregate liability of Replit under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amount that Customer paid for the Platform during the twelve months before the incident.

2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business however caused or on any theory of liability.

3. Nature of Claims. The limitations and exclusions in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

J. Support, Beta Features, Additional Services

1. Support. Replit will provide standard technical Support at no additional charge. Standard Support is only offered via web-based ticketing through Replit Support, and Support requests must be initiated by a user.

2. Beta Features. Replit may offer optional beta features for use by Customers, the use of which is permitted only for Customer’s internal evaluation during the period designated by Replit. Either party may terminate Customer’s use thereof at any time for any reason. Beta features may be inoperable, incomplete, or include features never released. Replit provides no warranty or indemnity for beta features, which are provided “as is” and “as available.”

3. Additional Services. On Customer’s request for additional services, and if approved, Replit will provide a statement of work (“SOW”) detailing such services and corresponding pricing. Replit will perform the additional services described in each SOW. Replit will control the manner and means by which the additional services are performed and reserves the right to determine personnel assigned. Replit may use third parties to perform the additional services. Customer acknowledges and agrees that Replit retains all right, title and interest in and to anything used or developed in connection with performing the additional services, including software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent Replit delivers anything to Customer while performing the additional services, Replit grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this agreement, solely in conjunction with Customer’s use of the Platform.

K. Export, Anti-Bribery Compliance, Copyright

1. Export Compliance. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. Replit and Customer represent that neither are on any U.S. government denied-party list. Customer will not permit any User to access or use the Platform in a U.S.-embargoed country or region or in violation of any U.S. law or regulation.

2. Ethical Conduct, Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement.

3. Copyright Compliance and DMCA. To submit claims for copyright infringement and takedown requests, please follow the instructions here.

L. General

1. Notices. Any legal notices sent by Customer to Replit relating to this Agreement must be delivered in English and in writing by: email to [email protected]. All other notices provided by Customer to Replit under this Agreement must be delivered in English and in writing by electronic mail to [email protected]. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact. Customer must ensure its contact information is current. Replit may send notices and other information to Customer by email or other electronic form.

2. Dispute Resolution. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the exclusive personal jurisdiction and venue of such courts.

3. Entire Agreement. These Terms of Service are the parties’ entire agreement regarding its subject matter and supersede any prior or contemporaneous agreements regarding its subject matter.

4. Publicity. Subject to Customer’s marketing guidelines, Customer grants Replit a non-exclusive, worldwide, royalty-free right to include Customer’s name and logo in any customer listing on Replit’s website and marketing presentations. Customer may terminate the foregoing license at any time following the termination of this Agreement, or by providing Replit thirty days written notice, upon which Replit will promptly remove Customer’s name and logo.

5. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties will modify or reform the Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions will continue in full force and effect.

6. Assignment of Rights. Replit may assign this Agreement at its sole discretion. Customer may not assign this Agreement in whole or in part without Replit’s prior consent, which shall not be unreasonably withheld; provided that Customer may assign this Agreement to a successor in interest in the event of a sale or merger, with written notification. Subject to the terms of this Section, this Agreement will be binding upon the parties hereto and any authorized assigns.

7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemics, or other acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of the delay and to resume performance as soon as possible.

8. Independent Contractors. The relationship of the parties is that of independent contractors, neither party is an agent or partner of the other. Neither party will have, and will not represent to any party that it has, any authority to act on behalf of or bind the other party.

9. No Waiver. The failure or delay of a party at any time to require performance of any term or condition of this Agreement will not affect such party’s right to enforce such term or condition, or any other provision of this Agreement, at a later time. Each waiver will only be effective if in writing and signed by both parties.

10. Agreement Revisions. Replit may make modifications to this Agreement by providing ten days’ prior notice by email to the address associated with Customer’s account via the Platform. The modifications to this Agreement will be considered agreed to by the Customer and will apply thereafter.