Roo Code Cloud Terms of Service
(Version 1.0 – Effective June 19, 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
- Incorporation of Standard Terms.
The Common Paper Cloud Service Standard Terms v 2.0 (the "Standard Terms") are incorporated by reference. If these TOS conflict with the Standard Terms, these TOS control. - 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. 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. 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. Paid Plans: Fees stated in the Order Form or online checkout plus usage-based fees, calculated and invoiced monthly. |
| Payment Terms | Monthly paid plans: credit-card charge on the billing date. Annual paid plans: invoiced Net 30 (credit card optional). |
| 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 | Not offered |
| Beta Features | None – only generally available features are provided |
| Security Standard | Roo Code maintains commercially reasonable administrative, physical, and technical safeguards |
| 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 |
| 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
- 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." - Section 3 (Security).
Replace "reasonable" with "commercially reasonable." - Section 4 (Fees & Payment).
Add usage-billing language above and delete any provision allowing unilateral fee increases. - Section 5 (Term & Termination).
Insert auto-renewal and free-plan language above. - Sections 7 (Trials / Betas) and any SLA references.
Deleted – Roo Code offers no trials, pilots, betas, or SLA credits under these TOS. - 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) explains how Roo Code collects and handles personal information. If Customer requires a DPA, email 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
- 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. - 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. - Entire Agreement.
The Agreement supersedes all prior or contemporaneous agreements for the Service. - 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