Terms of Service

1. The Service

Backlight provides analytics, reporting, and recommendations related to AI coding tool utilization, engineering productivity, code quality signals, license utilization, financial operations, and related software engineering metrics. Backlight operates by connecting to systems that your organization authorizes, such as source control, issue tracking, communication, billing, and AI-tool administration systems.

Backlight is an analytics and decision-support service, not a system of record. Backlight does not provide legal, tax, accounting, investment, employment, security, procurement, or financial advice. Analytics, AI-attribution classifications, benchmarks, projections, ROI estimates, license-waste calculations, quality signals, and recommendations are automated estimates generated from available data, vendor signals, configurable heuristics, and configured assumptions. They may be incomplete or inaccurate and should be reviewed by your organization before making personnel, financial, procurement, compliance, or operational decisions. Backlight does not guarantee savings, renewal outcomes, productivity gains, benchmark position, or defect reduction.

2. Business Use and Account Responsibility

Backlight is intended for business and professional use. You must provide accurate account and organization information and keep it current.

You are responsible for:

• Maintaining the confidentiality and security of account credentials.
• All activity under accounts, API keys, and integrations controlled by your organization.
• Ensuring that your users comply with these Terms.
• Maintaining appropriate rights, permissions, notices, and consents for information you authorize Backlight to process.
• Configuring connected systems, identity providers, and access permissions appropriately.

You must promptly notify us if you become aware of unauthorized access to your account or organization.

3. Customer Data, Integrations, and Metadata

"Customer Data" means data, metadata, records, identifiers, usage metrics, configuration information, and other information that Customer or its users submit to Backlight or authorize Backlight to access from connected services. Customer Data includes repository metadata, commit identifiers and messages, pull request titles, states, labels, review activity, issue metadata, AI-tool usage metrics, account data, and billing-related records. Customer Data excludes the Service, Accent Labs Technology, Feedback, and Aggregated Data.

You retain all rights in Customer Data, your source code, repositories, and proprietary materials. You grant Accent Labs a non-exclusive, worldwide, royalty-free, limited license to access, use, copy, process, transmit, display to authorized users, and create analytics, reports, metrics, and other Service outputs from Customer Data solely to provide, secure, operate, maintain, support, troubleshoot, improve, and develop the Service; prevent or address abuse, security incidents, and technical issues; comply with law; enforce these Terms; and perform Customer's instructions. This license does not transfer ownership of Customer Data to Accent Labs.

You represent and warrant that you have all rights, permissions, and consents necessary for Backlight to process Customer Data as described in these Terms and our Privacy Policy.

Backlight is designed to process engineering metadata, not repository content. Backlight does not clone repositories, persist source files, or store customer source code, raw diff content, file contents, patch contents, AI prompts, AI completions, or generated code. Backlight does not send source code, raw diff content, file contents, patch contents, AI prompts, AI completions, or generated code to AI providers. Any future feature requiring materially different data handling would require updated terms and explicit customer authorization. Backlight processes metadata, such as commit identifiers, commit messages, author identity, timestamps, pull request titles and states, issue metadata, review activity, line-count and file-count statistics, AI-tool usage metrics, and similar information from systems you connect.

Some customer-authored metadata fields may contain text entered by your users. You are responsible for ensuring that your users do not place source code, secrets, payment card data, protected health information, government classified information, or other regulated data in fields that you authorize Backlight to ingest unless you have a separate written agreement with Accent Labs that expressly permits that processing.

4. AI Classification and External Processing

Backlight may use automated systems and third-party AI classification providers to classify engineering activity and provide AI-related analytics. By default, external AI classification uses metadata only, such as issue titles, priority, status, line counts, timestamps, review counts, file counts, and locally derived author-pattern categories. By default, no source code, diffs, file contents, patches, AI prompts, AI completions, generated code, author names, author emails, commit messages, pull request titles, or issue descriptions are sent to external AI providers for classification.

Your organization may disable external AI classification where available or opt into a mode that sends additional sanitized text, such as scrubbed commit messages, pull request titles, or issue descriptions, to improve classification quality. The Privacy Policy describes current data-sharing settings and subprocessors.

5. Accent Labs Intellectual Property

Accent Labs and its licensors retain all right, title, and interest in and to the Service, software, APIs, documentation, designs, workflows, models, algorithms, templates, know-how, reports, metrics definitions, benchmark methodology, and other technology used to provide Backlight ("Accent Labs Technology"). Customer owns Service outputs to the extent they consist of Customer Data, but Accent Labs retains ownership of the underlying Accent Labs Technology used to generate them.

Subject to these Terms, Accent Labs grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for Customer's internal business purposes.

You may provide feedback, suggestions, ideas, enhancement requests, recommendations, or other comments about the Service ("Feedback"). You grant Accent Labs a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, perform, and otherwise exploit Feedback without restriction or obligation. Feedback does not include Customer Data or Customer Confidential Information.

6. Aggregated and De-Identified Data

Accent Labs may create, use, disclose, and commercialize aggregated, anonymized, or de-identified data and statistics derived from Customer Data and use of the Service ("Aggregated Data") for analytics, benchmarking, research, product improvement, security, industry reports, and similar business purposes, provided Aggregated Data does not identify Customer, any user, any repository, any organization, or any other person and is not reasonably linkable to them. Accent Labs will maintain de-identified data in de-identified form, will not attempt to re-identify it except to test or validate de-identification controls, and will require recipients to comply with equivalent restrictions. Aggregated Data does not include source code, diffs, file contents, AI prompts, AI completions, or generated code.

7. Acceptable Use

You must not:

• Use the Service in violation of law or third-party rights.
• Access or use the Service except as authorized by these Terms.
• Attempt to gain unauthorized access to the Service or related systems.
• Interfere with, disrupt, overload, or degrade the Service.
• Introduce malware, harmful code, or security vulnerabilities.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service except to the extent law prohibits this restriction.
• Scrape, crawl, or extract data from the Service except through documented or authorized functionality.
• Resell, sublicense, or provide the Service to third parties without Accent Labs's written consent.
• Use the Service to build or benchmark a competing product, except with Accent Labs's written consent.
• Publish benchmarks, performance results, comparative analyses, security test results, or AI-classification accuracy claims about the Service without Accent Labs's prior written consent, except for Customer's internal evaluation.
• Upload or authorize Backlight to process regulated or highly sensitive data not supported by the Service.
• Use the Service in a manner that violates third-party integration provider terms.
• Remove or obscure proprietary notices.

We may suspend access if we reasonably believe use of the Service violates these Terms, threatens the security or integrity of the Service, creates legal risk, or could harm Accent Labs, Customer, users, or third parties.

8. Subscriptions, Trials, Promotions, and Billing

8.1 Plans and checkout terms

Certain features require a paid subscription. Subscription details, including plan, price, billing frequency, trial terms, promotional terms, and any post-promotion pricing, are shown at checkout, in an order form, or in other written promotional terms presented by Accent Labs. Those commercial terms are incorporated into these Terms.

If a checkout page, order form, or written promotional term conflicts with this Section 8, the checkout page, order form, or written promotional term controls for that subscription or promotion.

8.2 Card-required trial and automatic conversion

Paid self-serve subscriptions may require a valid payment method to begin a trial. Unless the checkout page or order form states otherwise, a Team subscription starts with a 30-day free trial. If you do not cancel before the trial ends, the subscription automatically converts to a paid subscription, and Accent Labs or its payment processor will charge the payment method on file on a recurring basis until the subscription is canceled or terminated.

By providing a payment method and starting a trial or subscription, you authorize Accent Labs and its payment processor to charge all applicable subscription fees, metered fees, taxes, and other amounts due.

8.3 Active-engineer metering

Unless the applicable checkout page or order form states otherwise, paid self-serve subscriptions are billed by active engineer. An "active engineer" is a unique human contributor automatically identified from connected, non-external repositories based on commit or pull request activity over a trailing 90-day measurement window. Backlight excludes bots, service accounts, automation, and contributors active only in external or open-source repositories where reasonably identifiable from available data.

Backlight may use identity resolution, aliases, provider identifiers, email-derived metadata, and other available signals to collapse activity from the same human into one billable seat. Because metering depends on connected systems and available metadata, active-engineer counts may require review or correction.

Where available, Backlight will show the active-engineer count used for billing in the billing settings or invoice records after a subscription begins. Detailed roster review, export, dispute, or correction workflows may be introduced or expanded over time and may be subject to role-based access controls.

8.4 Peak-period billing and minimum seat

Unless the applicable checkout page or order form states otherwise, the billable seat quantity for a billing period may be based on the highest active-engineer count reached during that billing period. Seat decreases may take effect in a later billing period. The minimum billable quantity for a paid self-serve subscription is one seat.

8.5 Promotions and discounts

Accent Labs may offer promotions, discounts, credits, trials, or beta pricing from time to time. Promotional terms, including eligibility, price, duration, expiration, and the rate that applies after the promotion, will be stated at checkout, in an order form, or in the applicable promotional materials.

Unless the promotional terms state otherwise, promotional pricing expires automatically at the end of the stated promotional period, and the subscription continues at the then-applicable standard or order-form rate unless you cancel before the promotional period ends. Accent Labs will provide any advance notice of promotional expiration or fee changes required by applicable law or the applicable order form. Accent Labs may modify, extend, discontinue, or create promotions at any time, but changes will not reduce a promotion already accepted by Customer except as permitted by the applicable promotional terms or law.

8.6 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, except taxes based on Accent Labs's net income. Accent Labs may calculate and collect taxes through Stripe Tax or another provider based on billing address, tax IDs, exemption information, and other billing and tax information you provide. You are responsible for providing accurate billing, exemption, and tax information. Accent Labs may refuse or delay checkout, invoicing, or payment processing if required tax information cannot be validated.

8.7 Payment processing

Payments are processed by Stripe or another payment processor. Payment processor terms may apply. Accent Labs does not store full payment card numbers on its servers.

8.8 Cancellation

You may cancel a subscription at any time by using any cancellation feature made available in the Service or by emailing email hidden — enable JavaScript to view from an owner or administrator account with enough information for us to identify and authenticate the subscription. If you cancel before the end of a free trial, you will not be charged for the subscription after the trial. If you cancel after a paid subscription begins, cancellation takes effect at the end of the then-current billing period unless the applicable order form or law requires otherwise.

Some subscriptions, including subscriptions with scheduled promotional pricing, may not support all self-service changes through the payment processor portal. Email cancellation remains available through email hidden — enable JavaScript to view.

8.9 Refunds

Except where required by law or expressly stated in an order form, fees are non-refundable and non-creditable. Accent Labs does not provide refunds or credits for partial billing periods, unused seats, unused features, or periods after cancellation but before the end of the billing period.

9. Beta and Pre-Release Features

Backlight may offer beta, preview, early-access, experimental, or pre-release features. These features may be incomplete, unsupported, changed, suspended, or discontinued at any time. Beta and pre-release features are provided "as is" and "as available" without any service-level commitment, uptime commitment, warranty, or support obligation unless Accent Labs separately agrees in writing.

10. Privacy, Security, and Data Processing Terms

Backlight's Privacy Policy explains how we collect, use, disclose, and protect information. The Privacy Policy is incorporated into these Terms by reference.

Enterprise and custom-contract customers may request Accent Labs's then-current Data Processing Addendum and subprocessor register. If Customer and Accent Labs sign a separate Data Processing Addendum, that Data Processing Addendum controls where it conflicts with this Section 10.

11. Confidentiality

Each party may receive non-public information from the other party that is marked confidential or should reasonably be understood to be confidential given its nature and circumstances ("Confidential Information"). Customer Data is Customer's Confidential Information. Non-public Service technology, security information, product plans, pricing, and documentation are Accent Labs's Confidential Information.

The receiving party will use the disclosing party's Confidential Information only to perform under these Terms and will protect it using at least reasonable care. The receiving party may disclose Confidential Information to employees, contractors, service providers, professional advisers, and affiliates who need to know it and are bound by confidentiality obligations, or as required by law.

Confidential Information does not include information that is independently developed without use of the disclosing party's Confidential Information, becomes public without breach, or is rightfully received from a third party without confidentiality obligations.

12. Third-Party Services

The Service may interoperate with third-party services that Customer chooses to connect. Accent Labs does not control third-party services and is not responsible for their acts, omissions, availability, security, terms, or privacy practices. Customer is responsible for maintaining accounts, permissions, and compliance with third-party service terms.

13. Termination

You may stop using the Service at any time. Accent Labs may suspend or terminate access to the Service if Customer breaches these Terms, fails to pay amounts when due, creates security or legal risk, or if continued access could harm Accent Labs, Customer, users, or third parties.

After termination, Customer's right to access the Service ends. Accent Labs may retain and delete Customer Data as described in the Privacy Policy and any applicable written agreement. Sections that by their nature should survive termination survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

14. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available." Accent Labs disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

Backlight's analytics, classifications, recommendations, forecasts, benchmarks, ROI estimates, license-waste calculations, and quality signals are automated outputs based on available data and assumptions. Accent Labs does not warrant that they are accurate, complete, or suitable for any particular business decision.

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost data, business interruption, or cost of substitute services, even if advised of the possibility of those damages.

To the maximum extent permitted by law, Accent Labs's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amount Customer paid to Accent Labs for the Service in the twelve months before the event giving rise to liability, or (b) one hundred U.S. dollars ($100).

The limitations in this Section 15 apply to all theories of liability, whether based in contract, tort, negligence, strict liability, statute, or otherwise, and even if a remedy fails of its essential purpose. Nothing in these Terms limits liability that cannot be limited under applicable law.

16. Indemnification

Customer will defend, indemnify, and hold harmless Accent Labs and its officers, directors, employees, agents, affiliates, and service providers from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from or relating to Customer Data, Customer's connected systems, Customer's breach of these Terms, Customer's violation of law or third-party rights, or Customer's use of the Service other than as permitted by these Terms.

17. Governing Law and Arbitration

These Terms are governed by the laws of the State of Delaware and the Federal Arbitration Act, without regard to conflict-of-law rules.

Before starting arbitration, either party must give the other party written notice of the dispute and allow thirty days for good-faith informal resolution.

Except for claims that may be brought in small claims court and requests for injunctive or equitable relief to protect intellectual property, Confidential Information, or security, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in English. The seat and venue of arbitration will be Wilmington, Delaware, unless the parties agree to remote proceedings or another location.

The arbitrator may award any relief available in court on an individual basis. Judgment on the arbitration award may be entered in any court with jurisdiction.

Each party waives the right to a jury trial. Each party also agrees that disputes will be resolved only on an individual basis and not in a class, consolidated, collective, representative, or private attorney general action. The arbitrator may not consolidate claims or preside over any class, collective, or representative proceeding.

18. Changes to the Service or Terms

Accent Labs may modify the Service and these Terms from time to time. If we make material changes to these Terms, we will provide notice by updating the "Last updated" date and, where appropriate, by email, in-app notice, or another reasonable method. Changes apply prospectively unless the notice states otherwise. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Changes to fees, promotions, or subscription terms are governed by Section 8 and the applicable checkout page, order form, or promotional terms.

19. General Terms

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

You may not assign these Terms without Accent Labs's prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Accent Labs may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or by operation of law.

These Terms, together with the Privacy Policy and any applicable checkout page, order form, or signed agreement, are the entire agreement between the parties regarding the Service and supersede prior or contemporaneous agreements on that subject. If a court or arbitrator finds any provision unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.

20. Contact

Questions about these Terms can be sent to:

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Cancellation requests can be sent to:

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Accent Labs Inc.