# Roo Code Cloud Terms of Service

_(Version 1.1 – Effective Oct 16, 2025)_

These Terms of Service ("**TOS**") govern access to and use of the Roo Code Cloud service (the "**Service**"). They apply to:

- **(a)** every **Sales Order Form** or similar document mutually executed by Roo Code and the customer that references these TOS; **and**
- **(b)** any **online plan-selection, self-service sign-up, or in-app purchase flow** through which a customer clicks an "I Agree" (or equivalent) button to accept these TOS — such flow also being an **"Order Form."**

By **creating an account, clicking to accept, or using the Service**, the person or entity doing so ("**Customer**") agrees to be bound by these TOS, even if no separate Order Form is signed.

If Roo Code and Customer later execute a Master Subscription Agreement ("**MSA**"), the MSA governs; otherwise, these TOS and the applicable Order Form together form the entire agreement (the "**Agreement**").

## 1. Agreement Framework

1. **Incorporation of Standard Terms.**  
   The [_Common Paper Cloud Service Standard Terms v 2.0_](https://commonpaper.com/standards/cloud-service-agreement/2.0/) (the "**Standard Terms**") are incorporated by reference. If these TOS conflict with the Standard Terms, these TOS control.

2. **Order of Precedence.**  
   (a) Order Form (b) these TOS (c) Standard Terms.

## 2. Key Commercial Terms

| Term                              | Value                                                                                                                                                                                             |
| --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Governing Law / Forum             | Delaware law; exclusive jurisdiction and venue in the state or federal courts located in Delaware                                                                                                 |
| Plans & Subscription Periods      | _Free Plan:_ month-to-month. <br> _Paid Plans:_ Monthly **or** Annual, as selected in an Order Form or the online flow.                                                                           |
| Auto-Renewal & Non-Renewal Notice | _Free Plan:_ renews continuously until cancelled in the dashboard. <br> _Paid Plans:_ renew for the same period unless either party gives 30 days' written notice before the current period ends. |
| Fees & Usage                      | _Free Plan:_ Subscription Fee = $0.<br/>_Paid Plans:_ Fees stated in the Order Form or online checkout, invoiced monthly, **plus** Credits, credit-card charge upon online checkout.              |
| Payment Terms                     | _Monthly paid plans:_ credit-card charge on the billing date.<br/>_Annual paid plans:_ invoiced Net 30 (credit card optional).<br/>_Credits:_ credit-card charge upon online checkout.            |
| Credit Expiration.                | Credits expire one calendar year after purchase                                                                                                                                                   |
| General Liability Cap             | The greater of (i) USD 100 and (ii) 1 × Fees paid or payable in the 12 months before the event giving rise to liability.                                                                          |
| Increased Cap / Unlimited Claims  | None.                                                                                                                                                                                             |
| Trial / Pilot                     | Self-service paid plans offer a 14-day free trial, with no subscription charge during the period. Credits are always charged, including during the free trial.                                    |
| Beta Features                     | None – only generally available features are provided.                                                                                                                                            |
| Security Standard                 | Roo Code is SOC2 Type 2 compliant and follows industry-standard security practices.                                                                                                               |
| Machine-Learning Use              | Roo Code **does not** use Customer Content to train, fine-tune, or improve any ML or AI models.                                                                                                   |
| Data Processing Addendum (DPA)    | GDPR/CCPA-ready DPA available upon written request. Subprocessors listed [here](/legal/subprocessors).                                                                                            |
| Publicity / Logo Rights           | Roo Code may identify Customer (name & logo) in marketing materials unless Customer opts out in writing.                                                                                          |

## 3. Modifications to the Standard Terms

1. **Section 1.6 (Machine Learning).**  
   "Provider will not use Customer Content or Usage Data to train, fine-tune, or improve any machine-learning or AI model, except with Customer's prior written consent."

2. **Section 3 (Security).**  
   Replace "reasonable" with "commercially reasonable."

3. **Section 4 (Fees & Payment).**  
   Add usage-billing language above and delete any provision allowing unilateral fee increases.

4. **Section 5 (Term & Termination).**  
   Insert auto-renewal and free-plan language above.

5. **Sections 7 (Trials / Betas) and any SLA references.**  
   Deleted – Roo Code offers no pilots, betas, or SLA credits under these TOS.

6. **Section 12.12 (Publicity).**  
   As reflected in the "Publicity / Logo Rights" row above.

## 4. Use of the Service

Customer may access and use the Service solely for its internal business purposes and subject to the Acceptable Use Policy in the Standard Terms.

## 5. Account Management & Termination

- **Self-service cancellation or downgrade.**  
  Customer may cancel a Free Plan immediately, or cancel/downgrade a Paid Plan effective at the end of the current billing cycle, via the web dashboard.
- Either party may otherwise terminate the Agreement as allowed under Section 5 of the Standard Terms.

## 6. Privacy & Data

Roo Code's Privacy Notice ([https://roocode.com/privacy](https://roocode.com/privacy)) explains how Roo Code collects and handles personal information. If Customer requires a DPA, email [support@roocode.com](mailto:support@roocode.com).

## 7. Warranty Disclaimer

Except as expressly stated in the Agreement, the Service is provided **"as is,"** and all implied warranties are disclaimed to the maximum extent allowed by law.

## 8. Limitation of Liability

The caps in Section 2 apply to all claims under the Agreement, whether in contract, tort, or otherwise, except for Excluded Claims defined in the Standard Terms.

## 9. Miscellaneous

1. **Assignment.**  
   Customer may not assign the Agreement without Roo Code's prior written consent, except to a successor in a merger or sale of substantially all assets.

2. **Export Compliance.**  
   Each party will comply with all applicable export-control laws and regulations and will not export or re-export any software or technical data without the required government licences.

3. **Entire Agreement.**  
   The Agreement supersedes all prior or contemporaneous agreements for the Service.

4. **Amendments.**  
   Roo Code may update these TOS by posting a revised version at the same URL and emailing or in-app notifying Customer at least 30 days before changes take effect. Continued use after the effective date constitutes acceptance.

## 10. Contact

**Roo Code, Inc.**  
98 Graceland Dr, San Rafael, CA 94901 USA  
Email: [support@roocode.com](mailto:support@roocode.com)
