Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you and TD The Market Publishers Ltd., a private company registered in the Republic of Cyprus under registration number HE186602, with its registered office at Chrysanthou Mylona 1, 3030 Limassol, Cyprus, trading as "5dive" ("5dive", "we", "us", or "our"). By accessing or using 5dive, including our websites, dashboard, hosted infrastructure, command line tools, support channels, and related services (collectively, the "Service"), you agree to these Terms. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" includes that organization.

If you do not agree to these Terms, do not access or use the Service. We may update these Terms as described below.

2. The Service

5dive provides software and managed infrastructure for creating, connecting, operating, and monitoring AI coding agents and related development workflows. The Service may provision servers, install software, run agents, store configuration, maintain backups or snapshots, expose browser terminals, connect messaging channels, and coordinate access to third-party tools or model providers.

We may modify, suspend, discontinue, replace, or limit any part of the Service at any time. We may impose usage limits, throttle abusive activity, require upgrades, or remove features where reasonably necessary for security, reliability, legal compliance, product changes, or business reasons. Where you are a consumer in the EU/EEA, your statutory rights in relation to modifications of digital services under Directive (EU) 2019/770 and its national implementations remain unaffected.

3. Accounts and Eligibility

You must be at least 18 years old and legally able to enter into these Terms. You must provide accurate account, billing, and contact information and keep it current. You are responsible for all activity under your account, including activity by your team members, agents, scripts, integrations, credentials, and anyone you authorize to use the Service.

You must safeguard passwords, API keys, SSH keys, tokens, model provider credentials, channel credentials, and other secrets. You must notify us promptly if you believe your account or any credential connected to the Service has been compromised.

4. Customer Content and Your Responsibilities

"Customer Content" means code, repositories, prompts, files, projects, configuration, secrets, logs, messages, outputs, data, and other materials that you or your agents submit to, generate through, store on, or process using the Service. You retain ownership of your Customer Content. You grant 5dive a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and use Customer Content only as needed to provide, secure, support, improve, and operate the Service, comply with law, enforce these Terms, and protect the Service and our users.

You are solely responsible for Customer Content, including its legality, accuracy, quality, security classification, licenses, permissions, backup strategy, and use. You represent that you have all rights and permissions, including any required consents or lawful basis under applicable data-protection law, needed to use Customer Content with the Service and to allow 5dive and our service providers and sub-processors to process it as described in these Terms and our Privacy Policy.

5. AI Agents, Outputs, and Development Risk

AI agents and model outputs can be incomplete, inaccurate, insecure, non-deterministic, offensive, infringing, or otherwise unsuitable. You are responsible for reviewing, testing, securing, validating, and approving all code, commands, files, changes, outputs, and actions produced or executed through the Service before relying on them, shipping them, or exposing them to users, systems, or production environments.

You are responsible for configuring appropriate permissions, spend controls, branch protections, deployment gates, secrets handling, review workflows, backups, and monitoring. 5dive does not provide legal, financial, medical, compliance, security audit, engineering certification, or professional advice.

6. Servers, Admin Access, and Self-Management

Some Service features require 5dive to provision, configure, monitor, troubleshoot, update, or access servers, services, system accounts, logs, keys, and configuration on your behalf. You authorize 5dive to take those actions as needed to provide and support the Service. You are responsible for understanding the operational and security implications of granting server, SSH, root, administrator, or similar access.

If you remove 5dive admin access, self-manage a server, modify system configuration, install custom software, rotate keys outside the Service, bypass managed workflows, or otherwise take over operations, you are responsible for the resulting availability, security, maintenance, backups, upgrades, access control, and data integrity. Certain Service features may stop working.

7. Third-Party Services

The Service may interoperate with third-party products, websites, APIs, model providers, identity providers, payment processors, hosting providers, messaging platforms, code hosts, package registries, open-source projects, and agent tools ("Third-Party Services"). Third-Party Services are not controlled by 5dive and may be subject to separate terms, privacy policies, usage limits, fees, licenses, security practices, and availability.

You are responsible for your relationships with Third-Party Services, including credentials, account standing, rate limits, usage charges, model provider terms, repository permissions, license compliance, and content shared with or generated by them. We are not responsible for Third-Party Services or for loss, disclosure, modification, deletion, downtime, charges, or other consequences caused by Third-Party Services.

8. Acceptable Use

You must not, and must not allow anyone else to:

• violate law, contracts, intellectual property rights, privacy or data-protection rights, export controls, sanctions (including EU and UN sanctions), or third-party rights;
• access, scan, attack, disrupt, overload, reverse engineer, or bypass security or rate limits for the Service or any third-party system;
• upload, transmit, execute, or generate malware, credential theft tools, destructive code, spam, phishing, botnets, unauthorized scraping, or exploit activity;
• use the Service to mine cryptocurrency, run unrelated workloads, resell capacity, or operate services not reasonably connected to permitted development workflows;
• submit special-category personal data under Article 9 GDPR or other sensitive regulated data unless your plan and written agreement with us expressly allow it;
• use the Service for high-risk activities where failure could cause death, personal injury, environmental damage, property damage, or critical infrastructure failure;
• use the Service in a way that would qualify it as a "high-risk AI system" under the EU AI Act (Regulation (EU) 2024/1689) without our prior written consent;
• misrepresent affiliation with 5dive or remove proprietary notices;
• use the Service to develop, deploy, or facilitate weapons, surveillance abuse, unlawful discrimination, harassment, or other harmful conduct.

We may investigate suspected violations and may suspend or terminate access, remove content, preserve evidence, and cooperate with law enforcement or affected third parties where we believe it is appropriate.

9. Fees, Billing, and Taxes

Paid plans, add-ons, overages, usage-based charges, and subscriptions are billed as described at purchase or in an order form. Unless stated otherwise, fees are quoted exclusive of VAT and other applicable taxes, are due in advance, and are non-cancelable and non-refundable except where required by law. You authorize us and our payment processors to charge your payment method for recurring fees, usage charges, taxes, and other amounts owed.

You are responsible for all taxes (including VAT, GST, sales tax, withholding tax, and similar charges), duties, bank fees, foreign exchange charges, and similar assessments arising in connection with your use of the Service, excluding taxes based on our net income. For B2B customers established outside Cyprus, the reverse-charge mechanism may apply where permitted under EU VAT rules. We may change pricing or plan features with reasonable prior notice. Late, failed, disputed, or unpaid amounts may result in suspension, downgrade, deletion, or termination of the Service.

10. Right of Withdrawal (EU/EEA Consumers)

If you are a consumer resident in the EU or EEA (acting outside your trade, business, craft, or profession), you normally have a 14-day right to withdraw from a distance contract under Directive 2011/83/EU and its national implementations. Because the Service is supplied as digital content and digital services that begin immediately, by purchasing or activating a paid plan you expressly request that we begin performance during the withdrawal period and you acknowledge that you lose your right of withdrawal once performance has begun, to the extent permitted by applicable law. Where local law nonetheless grants a non-waivable refund or withdrawal right, your statutory rights remain unaffected.

11. Beta Features and Support

We may offer previews, experiments, beta features, early access tools, or unreleased functionality. These features are provided for evaluation, may be changed or withdrawn at any time, and may be less reliable, less secure, unsupported, or incomplete.

Support, response times, uptime commitments, credits, data processing terms, security addenda, or other service levels apply only if expressly stated in a separate written agreement signed or accepted by 5dive.

12. Intellectual Property

We and our licensors own the Service, including software, infrastructure, user interfaces, designs, documentation, logos, trademarks, APIs, models of operation, and all related intellectual property. Except for the limited right to use the Service under these Terms, no rights are transferred to you.

If you provide feedback, suggestions, bug reports, or ideas, you grant 5dive a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation. You must not copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service except as expressly allowed by us or as permitted by mandatory applicable law (including, where relevant, Articles 5 and 6 of Directive 2009/24/EC).

13. Confidentiality and Security

Each party may receive non-public information from the other that should reasonably be understood to be confidential. The receiving party will use reasonable care to protect confidential information and will use it only to perform under these Terms, unless disclosure is required by law or authorized by the disclosing party.

We use appropriate technical and organizational safeguards for the Service consistent with Article 32 GDPR, but no system is perfectly secure. You are responsible for secure configuration of your account, agents, servers, repositories, credentials, and integrations.

14. Suspension and Termination

You may stop using the Service at any time. We may suspend, limit, or terminate your access immediately if we believe you have violated these Terms, created risk for the Service or others, failed to pay, caused legal exposure, or used the Service in a way that may harm 5dive, users, third parties, or infrastructure.

On termination, your right to use the Service ends immediately. We may delete or disable access to Customer Content after termination or account closure, subject to legal obligations, backup retention, dispute preservation, abuse prevention, and our Privacy Policy. Sections that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, disclaimers, indemnity, limitations of liability, dispute resolution, and general terms.

15. Disclaimers

To the maximum extent permitted by applicable law, the Service and all outputs, agents, software, infrastructure, support, beta features, and Third-Party Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. We disclaim all warranties, including merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, security, and uninterrupted or error-free operation.

We do not warrant that the Service will preserve data, prevent unauthorized access, produce correct or secure code, identify all defects, meet your requirements, comply with laws applicable to your business, or be suitable for production, regulated, or high-risk use. Nothing in these Terms excludes or limits any warranty, right, or remedy that cannot be excluded or limited under applicable law, including mandatory consumer rights under EU and Cyprus law.

16. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless TD The Market Publishers Ltd., its affiliates, officers, directors, employees, contractors, service providers, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Customer Content, your use of the Service, your products or services, your breach of these Terms, your violation of law or third-party rights, your integrations or Third-Party Services, or activity under your account. This section does not apply to claims to the extent caused by our gross negligence or willful misconduct, and does not override any non-waivable consumer protections.

17. Limitation of Liability

To the maximum extent permitted by applicable law, TD The Market Publishers Ltd. and its affiliates, officers, directors, employees, contractors, service providers, and agents will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages; lost profits, revenue, goodwill, business opportunities, or data; business interruption; security incidents; cost of substitute services; or damages caused by agents, outputs, Third-Party Services, downtime, data loss, unauthorized access, or service modifications, even if we were advised of the possibility of those damages.

To the maximum extent permitted by applicable law, our total aggregate liability for all claims relating to the Service or these Terms will not exceed the greater of EUR €100 or the amounts you paid 5dive for the Service during the twelve months before the event giving rise to the claim. The limitations in this section apply to all theories of liability, including contract, tort (including negligence), strict liability, warranty, and statute.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence or willful misconduct, or any other liability that may not be limited under applicable EU or Cyprus law. If you are a consumer, your statutory rights and remedies under mandatory consumer-protection law remain unaffected.

18. Dispute Resolution

Before filing a claim, each party will try to resolve disputes in good faith by written notice describing the issue and allowing 30 days for informal resolution. You may send notices to legal@5dive.com.

If you are a consumer resident in the EU, you may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr. We are not obligated to participate in alternative dispute resolution before a consumer arbitration board.

19. Governing Law and Jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Republic of Cyprus, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to the dispute resolution section above, the courts of Limassol, Cyprus, will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party submits to the jurisdiction of those courts.

If you are a consumer resident in the EU, you may also bring proceedings in the courts of your country of habitual residence, and the mandatory consumer-protection provisions of the law of that country will apply to the extent required by Regulation (EC) No 593/2008 (Rome I) and Regulation (EU) No 1215/2012 (Brussels I recast).

20. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. If changes are material, we will take reasonable steps to notify you. Your continued use of the Service after changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Service.

21. General Terms

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law. These Terms, together with any order forms, policies, or written agreements that reference them, are the entire agreement between you and 5dive regarding the Service. If a provision is unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. Notices to 5dive must be sent to the registered office address shown in Section 1 or to legal@5dive.com.

22. Affiliate and Referral Program

If you participate in our affiliate or referral program (the "Program"), the following terms apply in addition to the rest of these Terms. Participation is voluntary, and we may accept or decline any participant at our discretion. Nothing in the Program creates an employment, agency, partnership, or joint venture relationship between you and 5dive; you act as an independent party and have no authority to bind us.

Commissions. When a customer you refer subscribes to a paid plan through your referral link, you may earn a one-time bonus once that customer completes the qualification period and pays their first invoice, plus an ongoing commission calculated as a percentage of the net subscription revenue we actually receive from that customer (after payment-processing fees) for as long as their subscription remains active. Current bonus amounts, commission rates, the qualification period, and tier eligibility are published in the dashboard and may differ between the default and approved-partner tiers. Commissions accrue only on amounts actually paid to and retained by us, and not on taxes, credits, or amounts later refunded or disputed.

Attribution. Referrals are attributed on a last-touch basis: the most recent valid referral link used before sign-up is credited, provided sign-up occurs within the attribution window then in effect (currently 60 days). Attribution is determined at sign-up and is final. We may decline attribution where we cannot reliably associate a customer with your referral.

Holding period, clawback, and payout. Earned amounts are held for a clearing period (currently 30 days) before becoming available, and are reversed (clawed back) if the underlying payment is refunded, charged back, or disputed. Available balances may be taken as account credit applied to your own 5dive invoices and, where eligible, requested as a cash payout once a minimum threshold (currently US$25 equivalent) is reached. Cash payouts are reviewed and settled manually; we target settlement within a reasonable period after a valid request but do not guarantee a specific payout date. You are solely responsible for any taxes arising from amounts you earn under the Program.

Prohibited conduct. You may not refer yourself or accounts you control, create fictitious or duplicate accounts, use the same payment instrument or identity on both sides of a referral, bid on our trademarks in paid search, use spam, misleading claims, coupon or cashback listings, or any deceptive, fraudulent, or unlawful method to generate referrals. We may withhold, reverse, or forfeit commissions, and suspend or terminate your participation, for any actual or suspected breach.

Changes and termination. We may modify, suspend, or discontinue the Program, or change bonus amounts, commission rates, thresholds, qualification rules, and eligibility, at any time and on a going-forward basis, including with respect to ongoing commissions on customers you have already referred. The ongoing commission is not guaranteed for any minimum duration; we may reduce it (including to zero) or end it entirely on a going-forward basis. We may terminate your participation, or discontinue the Program as a whole, at our discretion. Unpaid commissions that have not yet vested or that relate to prohibited conduct may be forfeited. Continued participation after a change takes effect constitutes acceptance of the change.

23. Contact

If you have questions about these Terms, contact us at sales@5dive.com, or by post:

TD The Market Publishers Ltd.
Chrysanthou Mylona 1, 3030
Limassol, Cyprus
Registration number: HE186602