Terms of Service

Effective Date: March 12, 2026

Welcome to Quarterback ("Platform"), operated by Quarterback AI, Inc., a Delaware C Corp ("Company", "we", "us", "our"). By accessing or using the Platform, you ("User", "you", "your") agree to be bound by these Terms of Service ("Terms").

1. Acceptance of Terms

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.

2. Description of Service

Quarterback is an AI-powered coding assistant platform that uses large language models ("LLMs") to help software developers write, review, and manage code. The Platform includes desktop applications, web interfaces, and related services.

3. AI-Generated Output Disclaimer

IMPORTANT: All code, suggestions, explanations, and other output generated by the Platform's AI capabilities ("AI Output") are provided on an "AS-IS" basis. The Company makes NO WARRANTIES, express or implied, regarding AI Output, including but not limited to:

• Accuracy or correctness of generated code
• Absence of bugs, errors, or security vulnerabilities
• Fitness for any particular purpose
• Compliance with any coding standards or best practices
• Compatibility with your existing codebase or systems

AI Output may contain errors, produce insecure code, introduce bugs, or generate suggestions that are inappropriate for your use case. Large language models are probabilistic systems and their output should never be treated as authoritative.

4. User Responsibility

You are solely responsible for:

• Reviewing all AI Output before use in any environment
• Testing and validating all generated code before deployment
• Ensuring AI Output meets your security, quality, and compliance requirements
• Any consequences arising from your use of AI Output in production systems
• Maintaining appropriate backup and version control practices
• Compliance with all applicable laws and regulations in your use of the Platform

You acknowledge that the Platform is a tool to assist development, not a replacement for professional judgment, code review, testing, and quality assurance processes.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, data, or business opportunities
• Damages arising from bugs or security vulnerabilities in AI Output
• System failures or data loss caused by AI-generated code
• Any damages arising from reliance on AI Output

In no event shall the Company's total liability exceed the amount paid by you to the Company in the twelve (12) months preceding the claim.

6. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of AI Output in any application, system, or environment
• Your violation of these Terms
• Your violation of any third-party rights
• Any claim that code you deployed (whether AI-generated or not) caused harm

7. Intellectual Property

Your Code: You retain all ownership rights to code you write and submit to the Platform. The Company does not claim intellectual property rights over your input or the AI Output generated for you.

Platform IP: The Platform, including its software, algorithms, and documentation, is owned by the Company and protected by intellectual property laws.

Feedback: Any feedback you provide about the Platform may be used by the Company without obligation to you.

8. Data Privacy and Training

No Training on Your Code: We do not use your source code, prompts, conversations, or any content you submit to the Platform to train, fine-tune, or improve any machine learning or AI models — ours or any third party's.

Context and Knowledge: The Platform stores structured knowledge items (decisions, rules, patterns) that you explicitly create or that are extracted from your conversations to improve your experience within the Platform. This data is scoped to your organization and is never shared across organizations or used for model training.

Third-Party LLM Providers: The Platform routes requests to third-party LLM providers (e.g., Anthropic, OpenAI, Google). We select providers and API configurations that do not use your inputs or outputs for training. However, you should review each provider's terms for their current data handling practices.

9. Account and Security

• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized access
• You may not share your account or allow others to access the Platform through your credentials
• We reserve the right to suspend or terminate accounts that violate these Terms

10. Acceptable Use

You agree not to use the Platform to:

• Generate malicious code, malware, ransomware, viruses, or exploits
• Develop hacking tools, offensive security tools, or any software designed to gain unauthorized access to systems, networks, or data
• Create tools or code intended for illegal surveillance, stalking, harassment, or invasion of privacy
• Generate code that facilitates fraud, money laundering, or other financial crimes
• Produce weapons systems, controlled substances manufacturing processes, or any output prohibited by applicable law
• Circumvent Platform security, access controls, or usage limits
• Violate any applicable local, state, national, or international law or regulation
• Infringe upon the intellectual property rights of any third party
• Resell, sublicense, or redistribute Platform access without authorization
• Interfere with or disrupt the Platform's infrastructure or other users' access

This list is not exhaustive. We reserve the right to determine, in our sole discretion, what constitutes a violation of this section.

11. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

• We will notify you through the Platform (in-app notification)
• Continued use of the Platform after notification constitutes acceptance
• If you disagree with changes, you must stop using the Platform

12. Termination and Suspension

• You may terminate your account at any time
• We may, at our sole discretion and without prior notice, suspend, restrict, or terminate your account for any reason, including but not limited to: violation of these Terms, suspected illegal activity, suspected abuse of the Platform, or conduct that we determine is harmful to other users, the Company, or third parties
• During suspension, your access to the Platform will be restricted pending further review. We are not obligated to provide a reason for suspension, though we will endeavor to notify you when practicable
• We may block accounts permanently where we determine, in our sole discretion, that continued access poses a risk
• Upon termination, your right to use the Platform ceases immediately
• Sections 3-8 survive termination

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in Delaware.

14. Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect.

15. Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the Platform, superseding any prior agreements.

16. Contact

For questions about these Terms, contact us at legal@qback.com.

Quarterback AI, Inc. — A Delaware C Corp