Codia

Terms of Service

1. Acceptance of Terms

Welcome to Codia. These Terms of Service ("Terms") form a binding legal agreement between you ("you," "user") and Codia Tech, LLC, a Delaware limited liability company with its registered address at 1111B S Governors Ave STE 21043, Dover, DE 19904, United States ("Codia," "we," "us," or "our").

These Terms govern your access to and use of codia.ai, all subdomains, Codia Studio, NoteSlide, the Figma plugins we publish, our public and enterprise APIs, and any other product, feature or service we make available (collectively, the "Services"). By creating an account, clicking "I agree," or otherwise accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, Sub-processors list, Refund Policy, and — where applicable — our Data Processing Addendum.

If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity and "you" refers to that entity.

2. Description of the Services; Generative AI Notice

Codia provides an AI-powered design and development platform that includes, among other features:

  • generation and editing of production-ready designs by AI agents (Codia Studio);
  • conversion of design files, documents and screenshots (e.g., PSD, AI, PDF, Office, Notion, HTML, Canva) into editable formats or production-ready code;
  • AI-powered presentations and slides (NoteSlide);
  • image generation, background removal, vectorization, and related visual tools;
  • public and enterprise APIs.

The Services include generative artificial-intelligence systems within the meaning of Regulation (EU) 2024/1689 (the "EU AI Act"). You acknowledge that you are interacting with an AI system and that outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for your purpose. You are responsible for reviewing and validating any output before relying on it, especially in high-stakes contexts (legal, medical, safety-critical, financial).

3. Eligibility and Accounts

3.1 Minimum age

You must meet the minimum age for digital consent in your country of residence. Without limiting the foregoing, you must be at least 13 years old (United States, under COPPA), 14 (South Korea), 16 (most EEA countries, unless local law specifies a lower age between 13 and 16) or 18 (Brazil, for independent consent under LGPD) to create an account. If you are under the age of majority in your jurisdiction, you may only use the Services with verifiable consent from a parent or legal guardian, and that parent or guardian is bound by these Terms on your behalf.

3.2 Account registration

To access certain features you must register an account. You agree to provide accurate, complete and current information, keep it updated, and maintain the confidentiality of your credentials. You are responsible for all activity occurring under your account. Notify us immediately at [email protected] of any unauthorized use.

3.3 Export, sanctions, and prohibited jurisdictions

You represent and warrant that you are not (i) located in, or a national or resident of, any country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine); and (ii) listed on any U.S., EU, UK or UN consolidated sanctions or denied-party list. You will not use the Services in violation of export-control or sanctions laws.

4. User Content

4.1 What User Content is

"User Content" means any file, image, document, PDF, PSD, AI file, Office document, URL, prompt, reference image, text, code, feedback or other material that you upload, submit, transmit, or input into the Services.

4.2 Ownership

As between you and Codia, you retain all right, title and interest in and to your User Content. You represent and warrant that (a) you own or have the necessary rights, licenses and permissions to your User Content, (b) your User Content and your use of the Services do not and will not infringe or violate any third-party right (including intellectual property, privacy, publicity or data-protection rights) or any applicable law, and (c) you have obtained any consents required from data subjects whose personal information appears in your User Content.

4.3 License to Codia

You grant Codia a worldwide, non-exclusive, royalty-free, sub-licensable license to host, store, copy, transmit, process, modify, adapt and display your User Content solely to the extent necessary to (i) provide, secure and improve the Services for you, (ii) enforce these Terms, and (iii) comply with law. This license terminates when you delete the relevant User Content, except to the extent we are required to retain it by law or to resolve disputes.

4.4 No training on your content

We do not use your User Content, prompts, uploaded files, or Generated Content to train, fine-tune, or improve Codia models or third-party foundation models, unless you explicitly opt in or a separate written agreement says otherwise. We have contractual commitments from our AI sub-processors not to use API inputs and outputs to train their foundation models under their commercial API terms. The current list of sub-processors and the regions where they process data is published at /docs/subprocessors.

5. Generated Content

5.1 Ownership between you and Codia

Subject to your compliance with these Terms and payment of applicable fees, as between you and Codia, you own the output generated by the Services in response to your prompts and inputs ("Generated Content"). You may use Generated Content for personal and commercial purposes, including client work, marketing materials and products.

You acknowledge that, under the law of many jurisdictions (including the United States under current U.S. Copyright Office guidance, following Thaler v. Perlmutter and the Zarya of the Dawn decision), output produced by a generative AI system without sufficient human creative contribution may not be protected by copyright and may not be registrable. Codia makes no representation or warranty that Generated Content is copyrightable, original, non-infringing, or free of third-party claims. You are solely responsible for the legal review of Generated Content before any commercial use.

5.3 Similar outputs

Because generative AI systems may produce similar outputs for different users, Codia does not grant you any exclusivity in Generated Content, and you acknowledge that other users may receive substantially similar output.

5.4 Content labelling (EU AI Act)

Where required by Article 50 of the EU AI Act, Codia marks AI-generated images in a machine-readable format (e.g., C2PA / SynthID metadata when available from the underlying model provider). You are responsible for adding any additional disclosure required of you as a deployer — for example, a visible label on deepfakes and on AI-generated text published to inform the public on matters of public interest.

6. Acceptable Use

You agree not to use the Services to (and not to allow any third party to):

  • violate any law, regulation, sanctions regime, or third-party right;
  • infringe any intellectual-property, privacy, publicity, personality or data-protection right;
  • upload or generate content that is unlawful, child sexual abuse material (CSAM), non-consensual intimate imagery, terrorist content, content inciting violence or hatred on any protected ground, or content designed to defraud;
  • upload malicious code, malware, or content designed to disrupt any system;
  • impersonate any person or entity, or misrepresent your affiliation with a person or entity;
  • generate, without a clear and visible disclosure, realistic depictions of identifiable individuals (deepfakes), forged documents, or content that could deceive a reasonable person into believing it was created by a human;
  • attempt to bypass, disable, or interfere with safety filters, rate limits, or security features;
  • use the Services or any Generated Content (i) to develop, train, improve or benchmark any machine-learning model, generative AI system or foundation model that competes with the Services, (ii) to scrape or extract outputs in bulk for dataset construction, or (iii) to reverse-engineer model weights, system prompts or safety classifiers;
  • resell, sublicense or redistribute the Services without our prior written consent;
  • interfere with or disrupt the integrity or performance of the Services or the data contained therein;
  • use automated tools to scrape, crawl or extract data from the Services other than through our documented APIs and within the applicable rate limits.

We may, at our discretion and without liability, remove content or suspend your account if we reasonably believe you have violated this Section.

7. Subscriptions, Credits and Payments

7.1 Plans

Some features require a paid subscription or the consumption of prepaid credits. The applicable fees, billing period, credit pricing and included quotas are shown on the checkout page before you commit to purchase.

7.2 Automatic renewal

Subscriptions renew automatically for successive periods of the same length unless you cancel before the renewal date. By subscribing, you authorize us (and our payment processor) to charge your payment method on each renewal. You can cancel future renewals at any time from your account settings; cancellation takes effect at the end of the then-current billing period.

California residents (Auto-Renewal Law). You can cancel online at any time through the "Manage Subscription" page in your account — no phone call or email is required. We will send you a reminder by email before an annual plan renews, and we will clearly disclose any material change to the renewal price at least seven (7) days in advance.

7.3 Price changes

We may change the price of a subscription on at least thirty (30) days' advance notice by email. If you do not accept a price change, you may cancel before the change takes effect; your existing paid term will continue at the original price until it ends.

7.4 Taxes

Fees are exclusive of taxes unless expressly stated otherwise. You are responsible for all applicable sales, use, value-added (including Japanese 消費税 and Korean 부가가치세), goods-and-services, withholding or similar taxes, except for taxes based on Codia's net income.

7.5 Refunds

Refunds are governed by our Refund Policy and, where applicable, the statutory right of withdrawal under EU Directive 2011/83/EU, the UK Consumer Contracts Regulations 2013, Korean 전자상거래법 §17, Taiwanese 消保法 §19, and Brazilian CDC §49. The refund policy contains country-specific provisions for EEA, UK, Korea, Taiwan, and Brazil consumers.

7.6 Credits

Prepaid credits are consumed when you invoke paid features. Unless expressly stated otherwise on the purchase page, paid credits do not expire while your account remains active and in good standing, are non-transferable, and — outside of the statutory withdrawal window — are non-refundable once used. If a paid job fails because of a Codia platform error, contact support with the task details so we can review the credit or billing impact.

8. API Usage

If you access our APIs, you must comply with any applicable rate limits, usage policies, and documentation. You may not use the APIs to build competing foundation models or generative-AI services, reverse-engineer our systems, or circumvent usage restrictions. API keys are confidential; you are responsible for all activity authenticated with your keys and must rotate them promptly if compromised.

9. Intellectual Property

The Services — including all software, models, algorithms, designs, trademarks, trade dress, user interfaces, documentation and the "Codia" and "NoteSlide" names and logos — are owned by Codia or our licensors and are protected by intellectual-property laws. Except for the limited licenses expressly granted in these Terms, nothing grants you any right in or to our intellectual property. You will not remove, obscure or alter any proprietary notice on the Services.

10. Feedback

If you send us feedback, suggestions or improvement ideas, you grant Codia a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify and exploit that feedback for any purpose, without compensation to you. You will not be entitled to any attribution or payment for feedback used in the Services.

11. Beta and Preview Features

We may label features as "Beta," "Preview," "Experimental" or similar. Those features are provided "AS IS" without any warranty or service-level commitment, may be changed or discontinued at any time, and may have higher error rates, stricter usage limits or greater risk than generally-available features.

12. Third-Party Services and Models

The Services integrate with, or route data to, third-party products (for example, Figma's plugin environment, third-party foundation-model providers, payment processors, and analytics providers — see /docs/subprocessors). Your use of those third-party products is governed by their own terms. Codia is not responsible for their availability, content, or practices.

13. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, GENERATED CONTENT AND ANY SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CODIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CODIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, ORIGINAL, NON-INFRINGING OR FIT FOR YOUR INTENDED USE.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or — in the UK — breach of the terms implied by section 12 of the Sale of Goods Act 1979.

14. Limitation of Liability

SUBJECT TO SECTION 13 (last paragraph) AND ANY NON-WAIVABLE RIGHTS UNDER APPLICABLE LAW:

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODIA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, REPUTATION OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) CODIA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID TO CODIA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100).

15. Indemnification

15.1 Your indemnity to Codia

You will defend, indemnify and hold harmless Codia and its affiliates, officers, directors, employees and agents from and against any third-party claim, action, liability, loss, damage, cost or expense (including reasonable attorneys' fees) arising out of or relating to (a) your User Content, (b) your use of the Services in breach of these Terms or applicable law, (c) your violation of any third-party right, or (d) your Generated Content.

15.2 Codia's indemnity to you

Except as expressly agreed in a separately-signed enterprise agreement or order form, Codia does not indemnify users against third-party claims that Generated Content infringes intellectual-property or other rights. You assume full responsibility for the legal review and clearance of Generated Content prior to commercial use.

We respect the intellectual-property rights of others. If you believe that content made available through the Services infringes your copyright, you may submit a notice under the U.S. Digital Millennium Copyright Act ("DMCA") to our designated agent:

  • Designated DMCA Agent: Copyright Agent, Codia Tech, LLC
  • Address: 1111B S Governors Ave STE 21043, Dover, DE 19904, United States
  • Email: [email protected]

(We will register this designation with the U.S. Copyright Office at dmca.copyright.gov in accordance with 17 U.S.C. § 512(c)(2).)

Your notice must include the elements required by 17 U.S.C. § 512(c)(3). We will respond to properly-submitted notices and, in appropriate circumstances, terminate the accounts of repeat infringers. If you believe your content was removed or disabled by mistake, you may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g).

17. Notice-and-Action under the EU Digital Services Act

If you are located in the European Union, you may submit a notice of allegedly illegal content hosted on the Services by emailing [email protected]. Your notice should include (a) a sufficiently substantiated explanation of the reasons why you consider the content illegal, (b) a clear indication of the exact electronic location of the content, (c) your name and email address (unless the content relates to crimes mentioned in Articles 3–7 of Directive 2011/93/EU, in which case you may remain anonymous), and (d) a statement of good-faith belief. We will acknowledge receipt and take a decision in a timely, diligent, non-arbitrary and objective manner. Where we restrict content or suspend an account, we will provide a statement of reasons in accordance with Article 17 of the DSA and inform you of internal-complaint and out-of-court-dispute-settlement options.

18. Termination

18.1 By you

You may stop using the Services and close your account at any time from the account-settings page or by emailing [email protected].

18.2 By us

We may suspend or terminate your access to all or part of the Services, with or without notice, if we reasonably believe (a) you have breached these Terms or an applicable law, (b) continued provision would expose Codia or third parties to material legal, reputational or security risk, or (c) we are required to do so by law or a competent authority.

18.3 Effects of termination

On termination, your right to use the Services ends immediately. We will retain your User Content in a deletable state for thirty (30) days (the "Grace Period"), during which you may export it or request reactivation, after which we will delete or irreversibly anonymize it, subject to any backup, audit, legal-hold or tax-retention obligation. Sections that by their nature should survive termination (including Sections 4.2, 5, 9, 10, 13–17, 19–22) will survive.

19. Modifications to the Terms

We may update these Terms from time to time. If we make material changes, we will notify you at least thirty (30) days in advance by email and/or by an in-product notice, and we will update the "Last updated" date. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you may close your account before the effective date and, where you have prepaid for a term that extends beyond that date, you are entitled to a pro-rated refund of unused amounts.

20. Force Majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemic, governmental action, failure of public infrastructure, cyber-attacks, or failures of upstream providers (including foundation-model providers).

21. Notices

We may send notices to the email address associated with your account, by in-product message, or by posting on the Services. You may send notices to us at [email protected] and, for formal legal service, to the registered address at the top of these Terms.

22. General

22.1 Entire agreement; order of precedence

These Terms, together with the documents referenced in Section 1, are the entire agreement between you and Codia regarding the Services and supersede any prior agreement. If you have signed an Enterprise Agreement, Order Form or Data Processing Addendum with Codia, that document controls to the extent of any conflict.

22.2 Severability

If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent.

22.3 No waiver

Our failure to enforce any right or provision is not a waiver.

22.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of substantially all of our assets.

22.5 No agency

Nothing in these Terms creates any agency, partnership, joint venture or employment relationship.

22.6 Language

The English version of these Terms is the controlling version. Translations are provided for convenience only; in the event of any conflict, the English version prevails, except where prohibited by local law (including Brazilian CDC Article 6 I, Québec's Charter of the French Language, and Korean 약관규제법 which may require the local-language version to control for consumers).

23. Governing Law and Dispute Resolution

23.1 Default rule (B2B and users outside protected jurisdictions)

Except as provided in Sections 23.2–23.9, these Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively by the state and federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of those courts.

23.2 Mandatory local consumer rights

Nothing in Section 23.1 deprives you, as a consumer, of the protection afforded by mandatory provisions of the law of your country of habitual residence. If you are a consumer, you may also bring proceedings in the courts of your country of residence, and we will only bring proceedings against you in those courts.

23.3 United States consumers — arbitration and class waiver

If you are a consumer located in the United States, you and Codia agree that any dispute will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, seated in San Francisco, California, with the right to appear remotely. You and Codia waive the right to participate in a class, collective or representative action. You may opt out of this arbitration agreement by emailing [email protected] within thirty (30) days of first accepting these Terms, stating your name, email and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms. Nothing in this section prevents either party from seeking injunctive or equitable relief in court for intellectual-property infringement, nor from bringing a claim in small-claims court.

23.4 EU / EEA and UK consumers

If you are a consumer resident in the European Economic Area, Switzerland or the United Kingdom, Section 23.1 does not apply to you to the extent it would deprive you of the protection of the mandatory consumer-protection rules of your country of habitual residence, and the courts of your country of residence have jurisdiction. EU consumers may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. We are, however, not obliged and do not commit to participate in alternative dispute-resolution proceedings before a consumer arbitration board.

23.5 Japan consumers (消費者契約法)

If you are a consumer resident in Japan, any provision of these Terms that would exclude or unreasonably limit Codia's liability is limited to the extent permitted by the Consumer Contract Act (消費者契約法) and related law. The Tokyo District Court will have exclusive jurisdiction as court of first instance, without depriving you of the right to bring proceedings in the court having jurisdiction over your place of residence.

23.6 Korea consumers (약관규제법 / 전자상거래법)

If you are a consumer resident in the Republic of Korea, Korean law applies to the extent required by the Act on the Regulation of Terms and Conditions (약관규제법) and the Act on the Consumer Protection in Electronic Commerce (전자상거래법), and the Seoul Central District Court will have jurisdiction, without prejudice to your right to bring proceedings in the court of your place of residence. The Korea Fair Trade Commission and the Korea Consumer Agency are the competent consumer-protection authorities. Business-information disclosures required under 전자상거래법 are published at /docs/kr-business-info.

23.7 Taiwan consumers (消保法)

If you are a consumer resident in Taiwan, the Consumer Protection Act (消費者保護法) applies. The Taipei District Court will have jurisdiction as court of first instance, without depriving you of the right to bring proceedings in the court of your place of residence.

23.8 Brazil consumers (CDC / LGPD)

If you are a consumer resident in Brazil, Brazilian law — including the Código de Defesa do Consumidor (Law 8.078/1990) and the Lei Geral de Proteção de Dados (Law 13.709/2018) — applies, and the courts of your domicile have jurisdiction. Any provision of these Terms that would be null under CDC Article 51 has no effect against you. Our Brazilian representative and Data Protection Officer contacts are listed in our Privacy Policy.

23.9 Singapore / Hong Kong / other

For users in Singapore, Hong Kong SAR and other jurisdictions not addressed above, Section 23.1 applies, subject to any mandatory local consumer-protection rule that cannot be waived by contract.

24. Contact

Country-specific statutory disclosures: