These Terms ("Terms") govern access to and use of the services provided by Spinal Technologies GmbH("Spinal", "we", "us"). By creating a Spinal account or accessing the Service, you ("Customer", "you") agree to these Terms on behalf of yourself and the entity you represent.

These Terms are intended for business use only. The Service is not offered to consumers within the meaning of § 13 BGB.

1. The Service

Spinal provides a hosted code-review automation service that ingests pull requests and connected engineering signals (CI logs, metrics, incidents, repository data), analyses them with customer-configured large language models, and produces review output. Features and limits depend on the workspace configuration, trial, or Order Form that applies to your account.

2. Accounts and access

You must provide accurate registration information and keep it current.
You are responsible for activity under your account and for safeguarding credentials.
You must promptly disable access for users who leave your organisation or no longer require access.

3. Plans, fees, and billing

Trial and evaluation access is subject to the limits shown in the Service or agreed with Spinal.
Paid subscriptions are governed by an Order Form or other written ordering process that references these Terms.
Fees are exclusive of taxes; Customer pays applicable VAT or sales tax.
Late payments accrue interest at the statutory default-interest rate under German law (§§ 288, 247 BGB) or 1.5% per month, whichever is lower, in each case to the extent permitted by law.
Spinal may change pricing for new subscription terms with 30 days' notice; pricing for the current term is unaffected unless the applicable Order Form says otherwise.

4. Customer Data

"Customer Data" means content Customer or its users transmit to or through the Service: repositories, source code, pull-request data, logs, metrics, incident records, configuration, and similar.
Customer Data is and remains Customer's. Spinal claims no ownership.
Customer grants Spinal a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to provide and maintain the Service for Customer and to comply with law.
Customer represents that it has the right to send Customer Data to Spinal and that doing so does not violate any third-party right, including intellectual-property, contract, and privacy obligations.

5. AI output

"AI Output" means review comments, suggestions, summaries, and other content the Service generates from Customer Data.
As between Spinal and Customer, AI Output is owned by Customer, subject to Customer's continued compliance with these Terms.
Spinal makes no warranty that AI Output is accurate, complete, current, or fit for any purpose. AI Output is informational; Customer remains solely responsible for engineering and code decisions.
Spinal does not use Customer Data or AI Output to train foundation models. For the launch configuration, Customer supplies its own Anthropic / Claude API key and chooses the model; the provider's handling of prompts and outputs is governed by Customer's own provider agreement. Spinal may use de-identified, aggregated Service metrics to operate, secure, and improve the Service.

6. Acceptable use

Customer agrees to the Acceptable Use Policy. Breach of the AUP entitles Spinal to suspend or terminate access without refund.

7. Confidentiality

Each party will protect the other's Confidential Information using at least the same care it uses for its own Confidential Information of like importance, and not less than reasonable care. "Confidential Information" includes Customer Data, Spinal's Service architecture and roadmap, security details, and pricing. Confidentiality obligations survive termination for three years (or longer for trade secrets and personal data, for as long as they remain protected by law).

8. Privacy and data protection

The Privacy Policy governs Spinal's processing of personal data.
For Customer Data containing personal data of which Customer is the controller, the parties enter into the Data Processing Agreement, which is incorporated into these Terms by reference.

9. Security

Spinal maintains the technical and organisational measures described in Annex II of the DPA and the Security Overview. The Security Overview lists controls that are in place today; Spinal does not warrant the presence of controls not described there.

10. Suspension

Spinal may suspend the Service or Customer's account if (a) Spinal reasonably believes use poses a security, legal, or operational risk; (b) fees are 30+ days overdue; or (c) the AUP is breached. Spinal will give notice where reasonable and lift the suspension when the cause is resolved.

11. Term and termination

These Terms run from account creation until terminated.
Either party may terminate for material breach not cured within 30 days of written notice.
Customer may cancel a subscription as stated in the applicable Order Form or written ordering process; fees paid are non-refundable except where required by law or expressly agreed otherwise.
On termination, Customer's access ends and Spinal will delete Customer Data within 30 days unless required to retain by law. Where self-service export is not available in the product, Customer may request reasonable export assistance before termination by contacting Spinal.

12. Warranties and disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT AI OUTPUT WILL BE ACCURATE OR ERROR-FREE. Mandatory statutory warranties under German law remain unaffected.

13. Indemnification

By Customer.Customer will defend and indemnify Spinal against third-party claims arising from (a) Customer's breach of these Terms, (b) violation of law in using the Service, or (c) Customer Data infringing third-party rights.
By Spinal. Spinal will defend and indemnify Customer against third-party claims that the Service as supplied by Spinal infringes a third-party intellectual-property right, subject to standard exclusions (Customer modifications, combinations with non-Spinal materials, free or beta tier, AI Output as such).

14. Limitation of liability

To the extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data. Each party's aggregate liability for claims arising out of or related to these Terms is capped at the fees paid by Customer for the Service in the 12 months preceding the event giving rise to the claim.

These caps and exclusions do notapply to: Customer's payment obligations; either party's indemnification obligations; breach of confidentiality; liability for personal injury or death; liability for intent or gross negligence; statutory product-liability claims; or other liability that cannot be limited under § 309 BGB or other applicable law.

15. Changes to the Terms

Spinal may update these Terms from time to time. For materialchanges Spinal will give at least 30 days' notice (in-app or by email to Customer's account contact). Customer's continued use after the effective date constitutes acceptance. If Customer does not accept material changes, Customer may terminate per § 11.

16. Governing law and venue

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Exclusive venue for all disputes arising out of or in connection with these Terms is the competent courts of Berlin, Germany, to the extent permitted by law.

17. Miscellaneous

Entire agreement. These Terms (with the AUP, Privacy Policy, DPA, and any Order Form) are the entire agreement and supersede prior agreements on the same subject.
Assignment.Customer may not assign these Terms without Spinal's prior written consent; Spinal may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer.
Severability. If any provision is held unenforceable, the remainder remains in effect; the parties will replace the unenforceable provision with one that comes closest to its commercial intent.
No waiver. Failure to enforce a right is not a waiver.
Notices. To Spinal: contact@getspinal.com. To Customer: the email on the account.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
No setoff. Customer may set off only undisputed or legally established counterclaims.

18. Contact

Spinal Technologies GmbH
Hoppendorfer Straße 18A, 12555 Berlin, Germany
contact@getspinal.com