Terms of Service

Effective date: July 21, 2026

These Terms of Service ("Terms") form a binding agreement between you ("you" or "User") and ACE Software ("we," "us," "our," or "ACE") and govern your access to and use of the ACE desktop application (the "App," internally known as "DuoCode"), the website at https://buildwithace.ai, and any related services (collectively, the "Service"). By creating an account, installing the App, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

This document is a template provided as scaffolding for a software product. It is not legal advice. You should have it reviewed by qualified legal counsel before publication.

1. Overview of the Service

ACE is a macOS desktop application that orchestrates multiple third-party AI coding agents (including Claude by Anthropic, Codex by OpenAI, and Gemini by Google) in parallel to help you write code. The App runs locally on your machine and invokes the AI provider command-line tools (CLIs) and credentials that you have installed and configured. ACE coordinates these tools; it does not itself provide the underlying AI models.

2. Eligibility and Accounts

To use the Service, you must be at least the age of majority in your jurisdiction (and in any case at least 16 years old) and capable of entering into a binding contract. You authenticate using Google OAuth via Supabase. You are responsible for maintaining the confidentiality of your account and for all activity that occurs under it. Notify us promptly at support@buildwithace.ai if you suspect unauthorized use of your account.

3. License Grant

Subject to your compliance with these Terms and, where applicable, your maintaining an active subscription or a valid lifetime license, we grant you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the App on devices you own or control, solely for your own internal and lawful use. This is a license, not a sale; we and our licensors retain all right, title, and interest in and to the App.

4. License Restrictions

You agree that you will not, and will not permit any third party to:

  • copy, modify, translate, or create derivative works of the App, except as expressly permitted by law;
  • reverse engineer, decompile, or disassemble the App, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;
  • rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the App or your account;
  • remove, obscure, or alter any proprietary notices in the App;
  • circumvent, disable, or interfere with security or access-control features, or any subscription, licensing, or usage limits;
  • use the App to build a competing product or service; or
  • use the App in violation of these Terms or any applicable law.

5. Acceptable Use

You are solely responsible for the code, prompts, instructions, and other content you process through the Service ("Your Content"). You agree not to use the Service to:

  • violate any law, regulation, or third-party right (including intellectual property, privacy, or contractual rights);
  • generate, transmit, or store unlawful, infringing, malicious, or harmful material, including malware or code intended to cause harm;
  • attempt to gain unauthorized access to any system, network, or data;
  • interfere with or disrupt the integrity or performance of the Service; or
  • violate the terms, policies, or usage limits of any third-party AI provider whose tools you use through the App (see Section 7).

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

6. Plans, Billing, and Auto-Renewal

Plans and pricing. Available plans and prices are shown at checkout. Recurring plans are billed monthly or annually. When offered, a lifetime plan is a single payment for lifetime access to ACE and future ACE updates, with no recurring ACE fee. AI provider subscriptions and usage are separate. Prices are exclusive of taxes unless stated otherwise; you are responsible for any applicable taxes.

Payment processor. Payments are processed by Stripe. By completing checkout, you authorize us and Stripe to charge your selected payment method for the applicable fees. We do not store your full card numbers; payment card data is handled by Stripe. Your use of Stripe is also subject to Stripe's terms and privacy policy.

Auto-renewal (recurring plans only). Your subscription automatically renews at the end of each billing period (monthly or annual, as selected) at the then-current rate, and your payment method will be charged automatically, until you cancel. By subscribing, you consent to these recurring charges.

Cancellation (recurring plans only). You may cancel at any time through the Stripe customer billing portal. Cancellation takes effect at the end of the current billing period; you retain access until then. See our Refund and Cancellation Policy for details.

Price changes. We may change subscription prices or the features included in a plan. We will provide advance notice of any price increase (for example, by email or in-app notice) before it takes effect, and the new price will apply to your next renewal. If you do not agree to a price change, you may cancel before it takes effect.

Failed payments. If a charge fails, we may retry, suspend, or downgrade your access until payment is successfully processed.

Refunds. Except as stated in our Refund and Cancellation Policy or as required by applicable law, fees are non-refundable.

7. Third-Party AI Providers and Services

The App orchestrates AI coding tools provided by third parties, including Anthropic (Claude), OpenAI (Codex), and Google (Gemini), and may integrate with other third-party services. You acknowledge and agree that:

  • You are responsible for obtaining, configuring, and maintaining your own accounts, API keys, credentials, and CLIs with each AI provider you choose to use.
  • You are responsible for all usage, fees, quotas, and costs charged by those providers. ACE's license or subscription fee does not include and does not cover any third-party AI provider charges.
  • When you use the App, Your Content (including your code and prompts) is sent to the third-party AI providers you have configured, and your use of those providers is governed by their respective terms of service and privacy policies. You are responsible for reviewing and complying with those terms.
  • We do not control and are not responsible for third-party services, their availability, outputs, accuracy, security, or practices. AI-generated output may be inaccurate, incomplete, or unsuitable; you are responsible for reviewing, testing, and validating any output before relying on it.

8. Intellectual Property

As between you and us, we and our licensors own all right, title, and interest in and to the App and the Service, including all software, design, text, graphics, and trademarks, and all related intellectual property rights. These Terms grant you no rights other than the limited license expressly stated.

As between you and us, you retain all rights you have in Your Content. We do not claim ownership of your code or prompts. You grant us a limited license to process Your Content only as necessary to operate and provide the Service to you. You are responsible for ensuring you have the rights necessary to process Your Content through the Service and the configured AI providers.

If you submit feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation to you.

9. Disclaimers of Warranty

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, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PURPOSE. YOU USE THE SERVICE, AND ANY OUTPUT, AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACE Software OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless ACE Software and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to Your Content, your use of the Service, your use of any third-party AI provider, or your violation of these Terms or applicable law.

12. Termination

You may stop using the Service at any time and cancel your subscription as described in Section 6. We may suspend or terminate your access to the Service, with or without notice, if you breach these Terms, if required by law, or if necessary to protect the Service or others. Upon termination, your license ends and you must stop using the App. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will survive.

13. Modifications to the Service and Terms

We may modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-app notice and by updating the effective date above). Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. You agree to the exclusive jurisdiction and venue of the courts located in the State of Delaware, United States for any dispute not subject to an applicable arbitration or small-claims process, except where prohibited by law.

15. Miscellaneous

These Terms, together with the Privacy Policy and Refund and Cancellation Policy, constitute the entire agreement between you and us regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

16. Contact

Questions about these Terms? Contact us at support@buildwithace.ai or ACE Software, San Francisco, California, United States.