Amp Terms

BY CLICKING “I ACCEPT” OR BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS (“THE AGREEMENT”). FOR THE AVOIDANCE OF DOUBT, ANY TERMS THAT APPLY TO YOUR USE OF OTHER SOURCEGRAPH PRODUCTS (INCLUDING BUT NOT LIMITED TO CODE SEARCH, CODY, OR CODE INTELLIGENCE PLATFORM) DO NOT APPLY TO YOUR USE OF AMP.

License. Sourcegraph grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Amp (alternatively, the “Services”) as a User (“User”). You agree to use the Services in accordance with our Acceptable Use Policy.
License for User Content.
- (a) License for all use of Amp. You grant Sourcegraph a license to access your User Content (which includes any data, text, other works of authorship, source code that you post or transmit to the Services) in order for Sourcegraph to provide the Services to you. You retain all ownership of and responsibility for your User Content, including obtaining all necessary permissions to provide and make your User Content, including Code, accessible to the Services. As between the Parties, You retain all right, title, and interest in and to User Content, including any Outputs adopted by You. Notwithstanding the foregoing, Sourcegraph may retain and store User Content for the sole purpose of providing the Services to You.
- (b) Limitation of license for Enterprise and Enterprise Premium Subscriptions. If Your use is pursuant to an Amp Enterprise license, LLMs will retain prompts and responses only as long as is necessary to generate a response (“Zero Retention”).
- (c) Additional license for use of Amp in Free Mode. If You use Amp in Free mode, you grant Sourcegraph a limited license to access your connected codebase solely to perform keyword searches in order to deliver advertisements to you. For the avoidance of doubt, Free Mode cannot be engaged on an Enterprise or Enterprise Premium license.
Ownership of the Services. The Services are owned and operated by Sourcegraph. As between the parties, Sourcegraph owns all right, title, and interest in the Services, and You own all right, title, and interest in your User Content. Except as expressly set forth herein, each party retains all right, title, and interest in and to its intellectual property rights. All of Sourcegraph’s trademarks, service marks, and trade names are proprietary to Sourcegraph or its affiliates.
Feedback. You may submit comments or ideas about the Services, such as how to improve it (“Feedback”). By submitting a comment or idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and Sourcegraph is free to use the comment or idea without any additional compensation to you.
Usage Data. Sourcegraph may collect performance, analytical, or usage data (together, “Usage Data”) derived from your use of the Services to develop, improve, support, and operate our products. Usage Data does not include any User Content. Usage Data is subject to the confidentiality protections under these Terms, provided however that Sourcegraph may anonymize and aggregate it with other data to be shared publicly.
Data Privacy. Your data is processed pursuant to our Privacy Policy.
Confidentiality. “Confidential Information” means all non-public information disclosed by either Party, that is designated by the discloser as confidential or that reasonably should be considered confidential given the nature of the information or circumstances of its disclosure. Confidential Information does not include any information that: (1) was or becomes publicly known through no fault of the receiving party; (2) was rightfully known or becomes rightfully known to the receiving party without confidential restriction from a third-party that has a right to disclose it; (3) is approved by the disclosing party for disclosure without restriction in a written document or electronic record; or (4) the receiving party independently develops without access to or use of the other party’s Confidential Information. Neither party will use the other party’s Confidential Information except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”) who (i) have a need to know such information, and (ii) are subject to confidentiality obligations at least as protective of the Confidential Information as the terms of this Agreement. Each party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party if required by any governmental body, so long as, to the extent allowed under applicable law, the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the requirement. The restrictions set forth in this Section will survive the termination or expiration of this Agreement.
Term and Payment. Use of Amp as an User is not subject to a Subscription Period unless you have purchased an Amp Enterprise Premium license. If You have not purchased an Amp Enterprise Premium License, (a) the Term of this Agreement begins on the date that You begin using the Services and terminates as of the last day you use the Services; and (b) you may be required to purchase credits in advance. If You incur any charges during your use of the Services that have not been prepaid, you must pay those fees immediately. If You have purchased an Amp Enterprise Premium license, the Term of Your License will begin and end as described in Your Order Form and any amounts owed will be due as described in Your Order Form.
Warranties. THE SERVICES MADE AVAILABLE PURSUANT TO THESE TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SOURCEGRAPH DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, SOURCEGRAPH DOES NOT WARRANT THAT THE SERVICES OR CODE DATA OR ANY PART THEREOF (OR YOUR ACCESS THERETO) WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED.
Limitation of Liability. EACH PARTY WILL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY. THE FOLLOWING TYPES OF DAMAGES WILL BE EXCLUDED: INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, LOST REPUTATION, AND COST OF REPLACEMENT SERVICES. EXCEPT FOR EXCLUDED CATEGORIES, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY LAW. NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER (AGGREGATED ACROSS ALL CLAIMS ARISING IN CONNECTION WITH THIS AMP LICENSE) WILL EXCEED$100, UNLESS YOU HAVE PURCHASED AN AMP ENTERPRISE PREMIUM LICENSE, IN WHICH CASE NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER (AGGREGATED ACROSS ALL CLAIMS ARISING IN CONNECTION WITH THIS AMP LICENSE) WILL EXCEED THE DOLLAR VALUE EQUAL TO THE TOTAL AMOUNT PAID BY YOU TO SOURCEGRAPH IN THE 12 MONTHS PRECEDING THE UNDERLYING CLAIM.
Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify Sourcegraph from and against any allegation that your use of the Services or your User Content intentionally violates any third-party right, including any intellectual property right.
Modification of Terms. Sourcegraph may, from time to time, change these Terms. All modifications will be effective when they are posted, and your continued access or use of the Services will constitute acceptance of those modifications.
Miscellaneous.
1. Governing Law and Jurisdiction. The Agreement will be interpreted according to the laws of the state of California. The parties submit to the personal jurisdiction of the federal and state courts located in San Francisco, California.
2. Arbitration. In the event of a dispute, you agree to first contact Sourcegraph at amp-devs@sourcegraph.com and attempt to resolve the dispute informally. In the unlikely event that a resolution cannot be reached after sixty (60) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless the Parties agree otherwise.
3. Waiver. A party’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the waiving party.
4. Severability. If any provision of the Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provision.
5. Assignment. The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party without written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
6. Survival. Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
7. Headings. The heading references herein are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.
8. Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Sourcegraph as set forth in the Agreement.
9. Claims. To the extent permissible under applicable law, the Parties agree that any cause of action you may have arising out of or related to the Services or Code Data must commence within eighteen (18) months after the cause of action accrues. Otherwise, such cause of action is permanently barred.
10. Disclosures. The Services are offered by Sourcegraph, Inc., located at 548 Market St PMB 20739, San Francisco, CA 94104-5401, and can be reached via email at amp-devs@sourcegraph.com or telephone at (650) 273-5591. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.