Replit Pro Agreement

Prior Version:

This Replit Pro Agreement ("Agreement") provides terms under which a customer ("Customer") subscribes to or uses the Pro tier product of Replit, Inc. (“Replit,” “we,” “us,” “our”). Replit provides and operates a platform to code, build, share, and deploy software, apps, projects, and other services through our websites and apps (the “Platform”). This Agreement takes effect when Customer registers for, accesses, or purchases access to the Platform. The individual accepting these terms represents that they are authorized to enter into this Agreement on behalf of Customer. Customer and Replit each, a "party" and collectively, as the "parties".

ARBITRATION NOTICE: DISPUTES BETWEEN US MUST BE RESOLVED THROUGH ARBITRATION, WITH LIMITED EXCEPTIONS, AS SET FORTH IN SECTION J BELOW. UNLESS CUSTOMER OPTS OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS AFTER FIRST BECOMING SUBJECT TO THIS ARBITRATION AGREEMENT, CUSTOMER WILL BE REQUIRED TO RESOLVE CLAIMS AGAINST REPLIT SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. BY ENTERING INTO THIS AGREEMENT, CUSTOMER IS WAIVING ITS RIGHT TO HAVE DISPUTES DECIDED IN A COURT OF LAW OR BY A JURY.

A. Access and Accounts

1. Access. Subject to Customer's compliance with this Agreement, Replit grants Customer the limited right to access and use the Platform on a subscription basis during the Subscription Term (defined below).

2. Registration. Customer must provide accurate and complete information to register to use the Platform. Customer must be at least 13 years old to use the Platform. If Customer is under 18, Customer must have its parent or guardian’s permission to use the Platform.

3. Duration. Customer's access to the Platform expires at the end of the applicable Subscription Term unless renewed.

4. Responsibilities.

a. Permitted Users. Customer may permit others, including its employees, agents, independent contractors and consultants to use the Platform solely on its behalf ("Users"), provided Customer remains responsible for the acts and omissions of each such User.

b. Responsibility for Account and User Accounts. Customer is responsible for: (i) all content posted and activity that occurs under its account and designated User accounts; (ii) ensuring a User's login is not shared by multiple people; (iii) maintaining the security of account login credentials; (iv) routinely backing up and retaining copies of Customer data; and (v) notifying Replit promptly if becoming aware of any unauthorized use of, or access to, the Platform. Replit has no obligation to back up, archive, or recover Customer data, and Replit will not be liable for any loss, alteration, destruction, damage, corruption, or recovery from Customer's failure to comply with these terms.

c. Purchasing Additional User Accounts. Customer may purchase additional User accounts by having the account administrator add additional User accounts directly through the Platform. If Customer adds these additional User accounts, Customer must pay the then-currently applicable fees through the remaining Subscription Term.

5. Privacy. Replit and Customer will comply with applicable data protection laws and the Data Processing Agreement.

B. Acceptable Use

1. Prohibited Conduct

While using the Platform, Customer must not engage in any conduct that is abusive or violates applicable laws, regulations, or this Agreement. Prohibited conduct includes, without limitation:

  • Interfering with, disrupting, or creating an undue burden on the Platform, including by sending excessive data or requests to the Platform, artificially utilizing excessive resources, or by copying projects to run or host the same code.

  • Abusive advertising, spamming, or commercial solicitation.

  • Phishing or impersonation, whether or not the target is a user of the Platform.

  • Creating accounts with automation or registering multiple accounts.

  • Conducting network attacks, whether against the Platform or against any other party.

  • Mining Bitcoin or other cryptocurrencies.

  • Scraping or otherwise obtaining content, whether for training or extracting data for machine learning models, reverse-engineering any part of the Platform, or for any other purpose.

  • Infringing the privacy of others, including by harvesting personal information.

  • Using accounts to evade a ban or penalty from Replit.

  • Threatening, inciting, or facilitating violence or harm against any person, or endangering the safety of others.

2. Prohibited Content

Customer is solely responsible for the content Customer creates, submits, and shares on the Platform. The following content is prohibited and Customer agrees not to post such content to the Platform:

  • Defamatory, harassing, abusive, threatening, or bullying.

  • Profane, violent, or graphic content, including hate speech or symbols.

  • Visual depictions or explicit descriptions of sex and nudity, including sexual advances and solicitation, and offers of sexual services.

  • Promoting illegal conduct.

  • Hoaxes, malware, and pyramid schemes.

  • Infringing the intellectual property rights of others.

  • Disrupting the experience of other users.

3. Privacy Obligations

Replit provides Customer with the ability to publish content that could be used to collect personally identifiable information from Customer’s users. If Customer publishes such content, it is Customer’s responsibility to understand Customer’s legal obligations and to comply with all applicable laws, including:

  • Providing Customer’s users with appropriate notices of their privacy rights.

  • Obtaining any necessary consent from Customer’s users for the processing, storage, use, and transfer of any of their personally identifiable information that Customer collects.

  • Providing any required notices and obtaining any required consent under applicable laws.

  • Complying with Customer’s legal obligations to allow Customer’s users to correct their personally identifiable information or to have it erased.

4. Quotas and Limits

Replit may establish usage quotas and limits that govern Customer’s usage of the Platform, including but not limited to computing resources, storage, and data transfer. Customer agrees to follow these quotas and limits as they are defined by Replit. For more information, see our documentation.

C. Ownership and Rights

1. Replit Ownership. Replit owns and retains all right, title, and interest in and to the AI Features, Platform and related software, all improvements, derivatives, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. Except for the limited access rights expressly granted to Customer herein, Customer obtains no rights to the Platform.

2. Customer Content Ownership.

a. General. "AI Features" means any part of the Platform that generates, suggests, or corrects code or other Output Content, but not including any Third Party Services. "Output Content" means outputs generated or suggested by the AI Features in response to Input Content. "Input Content" includes any content submitted to the Platform by Customer or its Users, and any prompts and other inputs used to generate Output Content. Collectively, Input Content and Output Content are referred to as "Customer Content."

b. Customer represents and warrants that: (i) Customer has all necessary rights to the Input Content for use with the Platform; and (ii) that submitting Input Content to the Platform does not violate any rights (including privacy rights, publicity rights, copyrights, contract rights, or other intellectual property rights) of any third party.

c. Customer Content. Customer grants Replit a non-exclusive, worldwide, irrevocable, fully paid-up, royalty-free license to host, store, copy, modify, and display Customer Content to operate the Platform. Replit uses Customer Content to provide, maintain, and improve the Platform, including for feature development, troubleshooting, and ensuring the security of the Platform. Replit may also use Customer Content to develop, train, and improve its models and AI Features. Customers can opt out of the use of Customer Content to develop, train, and improve models and AI Features through the settings page. For more information, see here.

d. No Sales. This license does not grant Replit the right to sell Customer Content.

e. Feedback. While Customer is not obligated to provide any feedback to Replit, any such feedback may be used by Replit for any purpose without obligation of any kind.

f. Usage Data. Replit may collect Usage Data (as defined below) and use it to operate, develop, improve, and support Replit's products and services, and for its other business purposes (including disclosing Usage Data with third parties). Usage Data will be owned by Replit. "Usage Data" means technical logs, data, and learnings about Customer's use of and interactions with the Platform that have been de-identified so that it does not identify Customer or its Users. Usage Data does not include Customer Content.

D. Third Party Software and Services

1. Third Party Services. The Platform integrates with and makes available certain third-party software, applications, content, integrations and services that enhance the Platform's functionality ("Third Party Services"). Customer's use of such Third Party Services may be subject to additional or separate terms and conditions imposed by the applicable third-party providers ("Third Party Terms"), and Replit will indicate within the Service those applicable Third Party Terms. To the extent there is a conflict between Third Party Terms and this Agreement, the Third Party Terms shall control with respect to Customer's use of such Third Party Services. Replit is not responsible for the operation or availability of Third Party Services.

2. Disclaimers. Replit does not warrant or guarantee the security, availability, performance, or continued operation of any Third Party Services, and to the fullest extent permitted by law, Replit makes no representations, warranties, or indemnities thereto.

E. Confidentiality

1. Definitions. "Confidential Information" means information provided to the receiving party ("Receiving Party") that is designated by the disclosing party ("Disclosing Party") as "confidential" or "proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is acquired by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.

2. Confidentiality Obligations. Receiving Party will hold Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, subject to the other terms of this Agreement. Receiving Party will use reasonable care to protect Disclosing Party's Confidential Information and to prevent unauthorized disclosure of Confidential Information. Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party's Confidential Information that are in its possession or control.

3. Mandated Disclosures. The foregoing disclosures will not restrict a Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental agency; the Party required to make such disclosure provides reasonable notice of such requirement to the other Party to allow the other Party to contest such order or requirement, to the extent such notice is legally permissible and reasonably practicable.

4. Duration. These confidentiality obligations apply (a) for Customer Content, until it is deleted from the Platform; and (b) for all other Confidential Information, for a period of one (1) year after a party receives the Confidential Information.

F. Pricing, Fees, Payment, and Taxes

1. Pricing. Replit's current pricing is available on our pricing page.

2. Fees. Customer agrees to pay all applicable fees in full. Amounts paid are non-refundable. If billed based on usage, Replit will invoice according to the billing model described in its product documentation. Customer may incur additional usage fees when exceeding the limits associated with Customer's account or current plan. Customer is responsible for the payment of these fees, and which will be automatically billed to the credit card or payment method associated with Customer's account. Customer's account will be limited or terminated if not paid.

3. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments that are imposed or become due in connection with this Agreement, except taxes based on Replit's revenue, income or net worth. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.

G. Term and Termination

1. Subscription Term. This Agreement begins on the date Customer first accesses or purchases the Platform and continues for the subscription period specified in the purchasing flow (the "Subscription Term").

2. Account Termination. Replit holds, in its sole discretion, the right to suspend or terminate Customer’s account. This may occur for various reasons, including but not limited to violations of this Agreement, prohibited conduct, inactivity, or any other actions that Replit deems detrimental to the Platform or its users. In such cases, Replit will not refund fees that Customer has already paid. Upon termination, Customer’s right to use the Platform will cease immediately.

3. Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and access granted to Customer under this Agreement will immediately cease; and (b) Customer must cease all use of the Platform.

H. Warranties and Disclaimers

1. Mutual Warranties. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.

2. Use at Customer’s Own Risk. Customer’s use of the Platform is entirely at Customer’s own risk. Replit disclaims any responsibility for any loss or damage that may result from Customer’s use of the Platform. Customer acknowledges that Customer is using Replit with the understanding that it comes with inherent risks.

I. Limitation of Liability

1. Disclaimer of Warranties

CUSTOMER’S USE OF THE PLATFORM IS AT ITS SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

REPLIT, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS EXPRESSLY DISCLAIM AND DO NOT WARRANT THAT (A) THE PLATFORM WILL FUNCTION UNINTERRUPTED, BE ERROR-FREE, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE RESULTS OF USING THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS; OR (E) THE PLATFORM AND/OR ANY CONTENT MADE AVAILABLE THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE.

2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLIT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) CUSTOMER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; (C) ANY CONTENT OBTAINED FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR CONTENT; AND (E) ANY USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY PORTION THEREOF.

REPLIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES OR INACCURACIES OF CONTENT, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR PLATFORM, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, ANY BUGS, VIRUSES, MALICIOUS SOFTWARE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE PLATFORM AND/OR ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.

J. Disputes

Please read this section carefully, as it governs disputes between Customer and Replit. This arbitration agreement applies, without limitation, to claims related to Customer’s use of the Platform, this Agreement, or any other aspect of Customer’s relationship or interaction with Replit, and such claims must be resolved through binding arbitration instead of court. This arbitration agreement applies to the fullest extent permitted by applicable law. In jurisdictions where mandatory arbitration provisions are prohibited or unenforceable, this section will not apply to the extent prohibited.

What is arbitration?

Arbitration is a form of private dispute resolution in which a neutral arbitrator, rather than a judge or jury, decides the dispute. Arbitration procedures are generally more limited than court proceedings, including with respect to discovery and appellate review. The arbitrator can award the same damages and relief that a court could award under applicable law. The arbitrator’s decision is final and binding on both parties.

Can claims be part of a class action or similar proceeding?

NO. CUSTOMER AND REPLIT AGREE TO RESOLVE CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. UNLESS CUSTOMER OPTS OUT OF ARBITRATION, CUSTOMER AND REPLIT ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

What’s the process to start arbitration?

Replit is interested in resolving disputes before they reach arbitration. We believe most concerns can be quickly resolved in a satisfactory manner. If Customer has a claim against Replit, Customer agrees to send an individual letter to [email protected]. The letter must contain (i) a description of the nature and basis of the claim; (ii) the relief Customer seeks; and (iii) Customer’s name, mailing address, and email address. If the claim is not resolved within sixty (60) days after notice is received, Customer or Replit may commence an arbitration proceeding.

What rules apply to arbitration?

If we are unable to resolve the dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures, available here. The arbitration will be conducted in writing, remotely (e.g. videoconference), in San Francisco, California, United States, or at a location mutually agreed upon by Customer and Replit. The arbitration will be conducted by a sole arbitrator. Payment of filing fees, administrative fees, and arbitrator compensation will be governed by the applicable NAM rules. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees under applicable law.

How can Customers opt out of arbitration?

To opt out, Customer must notify Replit within thirty (30) days after first becoming subject to this arbitration agreement. Customer’s notice must include Customer’s full name, address, username (if applicable), Customer’s email address that Customer registered with (if applicable), and a clear statement that Customer wants to opt out of this Arbitration Agreement. This opt out notice must be sent to [email protected]. No individual may opt out on behalf of another party.

K. Support, Beta Features

1. Support. Replit will provide technical support at no additional charge. Support is only offered via web-based ticketing through Replit Support, and support requests must be initiated by Customer.

2. Beta Features. Replit may offer optional beta features for use by Customers, the use of which is permitted only for Customer's internal evaluation during the period designated by Replit. Either party may terminate Customer's use thereof at any time for any reason. Beta features may be inoperable, incomplete, or include features never released. Replit provides no warranty or indemnity for beta features, which are provided "as is" and "as available."

L. Export, Sanctions, Anti-Bribery Compliance, Copyright

1. Export Compliance. The Platform may be subject to export control laws and regulations and economic and trade sanctions of the United States and other jurisdictions ("Trade Controls"). Customer will not permit any access or use of the Platform in any destination, by any entity or person, or for any use prohibited by Trade Controls without obtaining any necessary authorizations from the competent government authorities as required. Replit and Customer represent that neither are, and neither are owned or controlled by, a party that is: (i) organized under the laws of, ordinarily resident in, or located in a country or territory prohibited by Trade Controls, or (ii) designated on an applicable list of sanctioned or restricted parties administered by the United States or other applicable jurisdiction.

2. Ethical Conduct, Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement.

3. Copyright Compliance and DMCA. To submit claims for copyright infringement and takedown requests, please follow the instructions here.

M. General

1. Announcements. Customer consents to receiving Platform announcements and updates from Replit via email or from within the Platform. These announcements may include information about new features, changes, pricing updates, or important updates regarding Customer’s account. If Customer’s email address is not valid, any notices sent to that address will nevertheless be considered to have been sent and received.

2. Jurisdiction. This Agreement is governed by the laws of the State of California. Except as provided in the Dispute section above or in the case where the Dispute section above does not apply for any reason, any claims under this agreement will be resolved in a court of general jurisdiction in San Francisco, California. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this agreement.

3. Entire Agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter.

4. Publicity. Subject to Customer's marketing guidelines, Customer grants Replit a non-exclusive, worldwide, royalty-free right to include Customer's name and logo in any customer listing on Replit's website and marketing presentations. Customer may terminate the foregoing license at any time following the termination of this Agreement, or by providing Replit thirty days written notice, upon which Replit will promptly remove Customer's name and logo.

5. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties will modify or reform the Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions will continue in full force and effect.

6. Assignment of Rights. Replit may assign this Agreement at its sole discretion. Customer may not assign this Agreement in whole or in part without Replit's prior consent, which shall not be unreasonably withheld; provided that Customer may assign this Agreement to a successor in interest in the event of a sale or merger, with written notification. Subject to the terms of this Section, this Agreement will be binding upon the parties hereto and any authorized assigns.

7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemics, or other acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of the delay and to resume performance as soon as possible.

8. Independent Contractors. The relationship of the parties is that of independent contractors, neither party is an agent or partner of the other. Neither party will have, and will not represent to any party that it has, any authority to act on behalf of or bind the other party.

9. No Waiver. The failure or delay of a party at any time to require performance of any term or condition of this Agreement will not affect such party's right to enforce such term or condition, or any other provision of this Agreement, at a later time. Each waiver will only be effective if in writing and signed by both parties.

10. Agreement Revisions. Replit reserves the right in its sole discretion to change or replace this Agreement. It is Customer’s responsibility to regularly review the Agreement to ensure that Customer is aware of any changes or updates. If Customer continues to use the Platform after we post the updated Agreement or provide Customer notice of changes to the Agreement, then Customer agrees to the updated Agreement.

11. Survival. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, and limitations of liability.