These Terms of Service (the "Terms") govern your access to and use of the products, websites, and services (collectively, the "Service") operated by Sum AI, LLC, a California limited liability company ("Sum AI", "we", "us", "our"). The Service is marketed under the names "Keanu" and "HeyKeanu". By accessing or using the Service, you ("you", "Customer", "User") agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Acceptance of Terms
By creating an account, installing, accessing, or otherwise using the Service, you represent that you are at least 18 years old, have the legal capacity to enter into these Terms, and — if accepting on behalf of an organization — have authority to bind that organization. These Terms form a binding agreement between you and Sum AI, LLC.
2. Description of the Service
The Service is an AI-assisted engineering workflow tool. It can read inbound communications you authorize (such as Gmail messages and GitHub issues), classify them, draft code changes via third-party large language models, run those changes against your repositories, and surface results for your review. The Service does not replace human judgment; you remain solely responsible for reviewing, approving, and merging any AI-generated output.
3. Account Registration
You must register an account to use the Service. You agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for all activity under your account and for safeguarding your credentials. Notify us promptly of any unauthorized use.
4. Subscription and Billing
- Subscription. Use of the Service requires a paid subscription unless we expressly provide separate written access terms. Subscriptions auto-renew at the then-current rate at the end of each billing period unless cancelled.
- No refunds. All fees are non-refundable. Cancelling a subscription stops future billing but does not entitle you to a refund of any prior charges, including any partial billing period.
- Cancellation. You may cancel at any time from your account settings. Cancellation takes effect at the end of the current billing period; access continues until then.
- Price changes. We may change pricing on at least 30 days' notice. Changes apply to the next billing period.
- Taxes. Prices are exclusive of taxes. You are responsible for any applicable taxes other than those based on Sum AI's net income.
5. License Grant
Subject to these Terms and your payment of applicable fees, Sum AI grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service for your internal business or personal purposes during the term of your subscription. All rights not expressly granted are reserved.
6. Acceptable Use
You agree not to:
- Use the Service to violate any law, regulation, or third-party right.
- Attempt to reverse engineer, decompile, or disassemble the Service except as expressly permitted by law.
- Resell, sublicense, or otherwise commercially exploit the Service without our prior written consent.
- Use the Service to generate or distribute malware, spam, harassing content, or content that infringes intellectual property rights.
- Attempt to circumvent rate limits, billing controls, or access restrictions.
- Probe, scan, or test the vulnerability of the Service without authorization.
We may suspend or terminate accounts that violate this section without notice or refund.
7. AI-Generated Output (Important)
The Service uses third-party large language models to generate code, suggestions, classifications, and other output (collectively, "AI Output"). AI Output may contain errors, bugs, security flaws, omissions, biases, or content that is incorrect, harmful, infringing, or otherwise unsuitable for your use case.
- Your responsibility. You are solely responsible for reviewing, testing, validating, and approving any AI Output before merging, deploying, shipping, executing, or otherwise relying on it. Do not rely on AI Output without your own review.
- No warranty on AI Output. Sum AI makes no representation or warranty as to the accuracy, completeness, fitness for a particular purpose, security, or non-infringement of any AI Output.
- You assume all risk. You use the Service and any AI Output at your own risk. Sum AI is not liable for any damage caused by AI Output you choose to use, including without limitation damage to code, data, business, reputation, or third parties.
- Sensitive use cases. Do not use the Service for any decision involving safety-critical systems, medical advice, legal advice, financial advice, or any context where erroneous output could cause serious harm.
8. Third-Party Services
The Service relies on third-party providers (including, without limitation, Anthropic, OpenAI, GitHub, Google, and cloud hosting providers) to function. Their availability, behavior, output, and terms are governed by their respective agreements with you and with Sum AI. Sum AI is not responsible for third-party service outages, errors, output content, or terms changes. The Service may become unavailable in whole or in part if any third-party provider becomes unavailable.
9. Customer Data and Content
"Customer Data" means content, code, emails, issues, attachments, and other materials you provide to or authorize the Service to access.
- Ownership. You retain all ownership of Customer Data.
- License to us. You grant Sum AI a non-exclusive, worldwide, royalty-free license to access, copy, process, transmit, store, and display Customer Data solely as necessary to provide the Service to you, including transmission to third-party AI providers.
- Data flow. The Service transmits Customer Data to third-party AI providers and other third parties as needed to provide the functionality you've requested. By using the Service you authorize this data flow.
- Backup. You are responsible for maintaining backups of Customer Data. Sum AI is not a backup service.
- Privacy. Our handling of personal data is described in our Privacy Policy, which is incorporated by reference.
10. Intellectual Property
- Our IP. Sum AI owns and retains all right, title, and interest in and to the Service, the names "Keanu" and "HeyKeanu", related logos, documentation, and all improvements thereof. "HeyKeanu™" and "Keanu™" are trademarks of Sum AI, LLC.
- Your IP. You retain all right, title, and interest in and to your Customer Data and any code, content, or output you generate using the Service.
- Feedback. If you provide feedback or suggestions about the Service, you grant Sum AI a perpetual, irrevocable, royalty-free license to use that feedback without restriction.
11. Confidentiality
Each party may receive confidential information from the other in connection with the Service. The receiving party will use reasonable care to protect the disclosing party's confidential information and will not disclose it to third parties except as necessary to provide or use the Service, or as required by law.
12. Disclaimer of Warranties
THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SUM AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Without limiting the foregoing, Sum AI does not warrant that the Service will be uninterrupted, error-free, secure, or that any defects will be corrected; that AI Output will be accurate, safe, fit for purpose, or non-infringing; or that the Service will meet your specific requirements.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUM AI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS; COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES; OR ANY DAMAGES ARISING FROM AI OUTPUT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUM AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUM AI'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE FEES YOU ACTUALLY PAID TO SUM AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.
14. Indemnification
You will defend, indemnify, and hold harmless Sum AI, LLC, its affiliates, directors, officers, employees, agents, contractors, members, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) any AI Output you choose to use, deploy, ship, or rely upon.
15. Term and Termination
- These Terms remain in effect while you use the Service.
- You may terminate at any time by cancelling your subscription and ceasing use of the Service.
- Sum AI may suspend or terminate your access at any time for breach of these Terms, non-payment, suspected abuse, legal compulsion, or in our reasonable discretion to protect the Service or its users.
- Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination (including without limitation Sections 7, 9, 10, 12, 13, 14, 17, and 18) survive.
16. Modifications to the Service or Terms
We may modify the Service at any time, including by adding, removing, or changing features. We may modify these Terms by posting a revised version on the Service or notifying you by email. Material changes will be effective on at least 14 days' notice. Continued use of the Service after changes take effect constitutes acceptance.
17. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive venue for any dispute arising from or relating to these Terms or the Service is the state and federal courts located in San Francisco County, California, and you consent to personal jurisdiction in those courts.
18. Miscellaneous
- Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and Sum AI regarding the Service and supersede any prior agreements.
- Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
- No waiver. Failure to enforce a provision is not a waiver.
- Assignment. You may not assign these Terms without our written consent. We may assign without notice.
- Force majeure. Sum AI is not liable for failures or delays caused by events outside our reasonable control.
- Notices. Notices to you may be sent to the email associated with your account. Notices to Sum AI must be sent to legal@heykeanu.app.
19. Contact
Sum AI, LLC
Email: legal@heykeanu.app