Terms of Service

Welcome to Fenno! Please read these Commercial Terms of Service before accessing our Services.

These Commercial Terms of Service (these "Terms") are entered into between Fenno and you, or the organization, company, or other entity you represent ("Customer"). These Terms apply to Customer's use of any products, tools, documentation, or services provided by Fenno (collectively, the "Services").

Please Note

You may not accept these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. These Services are intended for businesses and developers, not for individual consumers.

A. SERVICES

Overview

Fenno provides Customer with various AI‑related products and services, as specified at the time of Customer's subscription. Customer may access the Services through interfaces, plugins, or other means provided by Fenno.

Without limiting the foregoing general description, certain Fenno Services may involve reading and analysing code files, project structures, or other context information provided by Customer, to generate suggestions and outputs relevant to Customer's requirements. The specific functional scope, manner of use, and data processing details for such Services shall be as set forth in the product description or as otherwise agreed by the parties.

B. CUSTOMER CONTENT

As between the parties and to the extent permitted by applicable law, Fenno agrees that Customer:

retains all rights in its Input; and
owns its Output.

Fenno waives any rights it may have in Customer Content received under these Terms. Subject to Customer's compliance with these Terms, Fenno hereby assigns to Customer all of its right, title, and interest, if any, in and to the Output.

Fenno will not use Customer Content from the Services (including Context Information) to train models.

"Input" means:

for the AI programming assistant: content submitted to the Services by Customer or its users, as well as context information read from Customer's development environment for the purpose of providing code generation, completion, explanation, and similar services;
for large language model API services: content submitted by Customer via API to the Services.

"Output" means the responses generated by the Services in response to Input, including but not limited to generated code snippets, completion suggestions, explanatory text, and the like.

Input and Output are collectively referred to as "Customer Content".

For the AI programming assistant Services, Customer acknowledges and agrees that, in order to provide real‑time code completion and suggestions, the Services need to read and temporarily process Context Information. We undertake that:

Context Information will be used solely for real‑time generation of code suggestions and Output relevant to Customer's project;
Context Information will not be used for any other purpose;
after generating Output, no persistent copies of Context Information will be retained, except for technical caches necessary for providing the Services;
Context Information will not be used for training or improving models.

C. DATA PRIVACY

Scope of Processing

We will use Customer Content only to provide the Services subscribed to by Customer, and will not use Customer Content for model training.

Security Measures

We implement industry‑standard encryption and access control measures to protect Customer Content against unauthorised access or disclosure.

Data Breach Notification

In the event of a data security incident involving Customer Content, we will notify Customer promptly after becoming aware of such incident.

Data Processor Role

The parties confirm that, with respect to Customer Content, Customer is the controller and we are the processor. We will process Customer Content only to the extent necessary to provide the Services.

Data Preferences and Opt-Out

You may opt out of non-essential marketing emails from Fenno by using the “Unsubscribe” link in those emails or by contacting us at hello@fenno.ai.

Where applicable law requires us to obtain your consent for specific processing activities, you may withdraw that consent at any time. You may also contact us at hello@fenno.ai to exercise applicable data-subject rights, including rights to access, correct, delete, or restrict the processing of your personal information. Withdrawal of consent or submission of an opt-out request does not affect the lawfulness of processing based on consent before its withdrawal.

Please note that certain processing is necessary to provide, maintain, or secure the Services. If you opt out of such necessary processing or request deletion of relevant information, Fenno may be unable to provide all or part of the Services. We may retain information where required or permitted by applicable law.

D. TRUST & SAFETY; RESTRICTIONS

Customer Compliance Regarding Data and Content

Compliance Undertaking

You undertake that, when using the Services provided by Fenno under this contract, you will strictly comply with the laws, regulations, and regulatory requirements of the People's Republic of China, including but not limited to the Personal Information Protection Law of the People's Republic of China, the Data Security Law of the People's Republic of China, and the Interim Measures for the Management of Generative Artificial Intelligence Services, and you shall in particular:

not transfer any personal information outside the territory of the People's Republic of China (for the avoidance of doubt, including the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan region of China);
not transfer outside the territory of the People's Republic of China any information that is defined as "important data" under the laws, regulations, or regulatory requirements of the People's Republic of China (meaning data that, once tampered with, destroyed, leaked, or illegally obtained or used, may endanger national security, economic operations, social stability, or public health and safety), and ensure that any cross‑border data transfer complies with the provisions of the Data Security Law of the People's Republic of China;
not use the Services to generate, reproduce, publish, or disseminate any content that contains unlawful or non‑compliant information or objectionable information.

Liability for Breach

If you breach any of the undertakings in paragraph 1 of this Section, you shall bear, independently and solely, all legal liabilities, administrative penalties, and other adverse consequences arising therefrom.

Fenno's Right of Recourse

If, as a result of your breach of the foregoing undertakings, Fenno suffers any claims, complaints, investigations, administrative penalties, or any other form of loss from any third party (including but not limited to regulatory authorities), Fenno shall have the right to seek full recourse from you for all losses arising therefrom (including but not limited to fines, compensation, legal fees, goodwill losses, and other reasonable expenses incurred in dealing with such matters). Furthermore, Fenno shall have the right to suspend the Services immediately and to terminate this contract upon 3 days' prior notice without incurring any liability for breach of contract.

Policies and Terms of Service

Customer and its users may use the Services only in compliance with these Terms, including without limitation:

Usage Policy (the "Usage Policy")

The foregoing documents are incorporated into these Terms by reference.

Customer must cooperate with Fenno's reasonable requests for information to support compliance with its Usage Policy, including verifying Customer's identity and use of the Services.

Limitations of Output; Notice to Users

Customer is responsible for evaluating Output for suitability for Customer's use case before using or sharing it, including, where appropriate, human review.

Customer acknowledges and must notify its users that:

it is Customer's sole responsibility to conduct security review and testing of any generated code before use;
factual assertions or code logic in Output should not be relied upon without independent verification;
Output may be false, incomplete, misleading, or contain security vulnerabilities;
Output may not reflect recent events or information;
Output may contain content inconsistent with Fenno's views.

Usage Restrictions

Customer shall not, and shall not attempt to:

access the Services to build competing products or services, including training competing AI models or reselling the Services, unless expressly approved by Fenno;
reverse engineer or copy the Services;
support any third party in attempting the above restrictions;
use the Services to generate malware, viruses, exploit code, or other malicious or harmful code;
use the Services to generate code that violates any third‑party open source licence terms, unless Customer has obtained appropriate authorisation.

Service Accounts

Customer is responsible for all activities conducted under its account.

If Customer believes that its account used to access the Services has been compromised, or is subject to a denial‑of‑service or similar malicious attack that may adversely affect the Services, Customer will notify Fenno promptly.

E. CONFIDENTIALITY

Confidential Information

Each party may share information that is identified as confidential, proprietary, or similar, or that a reasonable person would understand to be confidential or proprietary ("Confidential Information").

Customer Content is Customer's Confidential Information. Context Information is Customer's Confidential Information.

Obligations of the Parties

The receiving party ("Receiver") may use the disclosing party's ("Discloser") Confidential Information only to exercise its rights and perform its obligations under these Terms.

Receiver may share Confidential Information only with employees, agents, and consultants ("Representatives") who need to know such Confidential Information and who are bound by obligations of confidentiality at least as stringent as those set out in these Terms.

Receiver will protect Discloser's Confidential Information with the same degree of care it uses to protect its own Confidential Information, and in no event with less than reasonable care.

Receiver is responsible for all acts and omissions of its Representatives.

Exclusions

Confidential Information does not include information that:

is or becomes publicly available through no fault of Receiver;
is rightfully received by Receiver from a third party;
is independently developed by Receiver without use of Confidential Information.

Receiver may disclose Confidential Information to the extent required by law, court order, or administrative order, but shall, unless prohibited by law, notify Discloser as promptly as practicable.

Request for Destruction

Receiver will, upon request, promptly destroy Discloser's Confidential Information, except for information required to be retained by law and copies maintained in automatic backup systems.

F. INTELLECTUAL PROPERTY

Except as expressly provided in these Terms, these Terms do not grant either party any right, title, or interest in or to the other party's content or intellectual property, whether express, implied, or otherwise.

G. PUBLICITY

Fenno may use Customer's name and logo publicly to identify Customer as a customer of the Services; provided that Customer may opt out by giving clear written notice.

Customer will give good faith consideration to Fenno's requests to:

provide a public quotation regarding Customer's motivation for using the Services;
participate in public joint marketing activities.

H. FEES

Fee Payment

Fees are determined according to the billing method agreed at the time of Customer's subscription, as specified in the product description or as otherwise agreed by the parties.

Fenno may update fees, and such updates will become effective 30 days after posting or upon notice to Customer.

Customer shall pay the full amount of the Service fees without any deduction for bank charges, transfer fees, or other payment‑related expenses. Any bank charges, cross‑border transfer fees, or other third‑party payment costs incurred in connection with the payment of Service fees shall be borne by Customer. If the amount actually received by us is less than the amount due as a result of such deductions, Customer shall promptly make up the shortfall upon notice from us.

Billing

Failure to pay fees on time may result in suspension or termination of Customer's access to the Services.

Fenno reserves all lawful rights to collect payment.

I. TERMINATION AND SUSPENSION

Term

These Terms commence on the Effective Date and continue in effect until terminated.

Termination

Either party may terminate this agreement upon a material breach that remains uncured for 30 days.

Fenno may terminate immediately if applicable law prohibits Fenno from providing the Services.

Suspension

Fenno may suspend the Services in the following circumstances:

there is a risk or attack;
Customer violates compliance, policy, or usage restrictions;
law prohibits the provision of the Services;
a third‑party vendor ceases support.

Fenno will use reasonable efforts to provide advance notice and to restore the Services after the issue is resolved.

Fenno shall not be liable for any losses arising from suspension.

Effect of Termination

Upon termination, Customer may no longer have access to the Services.

The following provisions shall survive termination:

Confidentiality
Publicity
Fees
Termination and Suspension
Disputes
Indemnification
Disclaimer
Limitation of Liability
Miscellaneous

and any other provisions that by their nature are intended to survive.

J. DISPUTES

The formation, validity, interpretation, performance, and dispute resolution of these Terms shall be governed by the laws of the People's Republic of China.

These Terms are entered into in Pudong New Area, Shanghai, China. Any dispute arising out of or in connection with these Terms shall first be settled through friendly negotiations between the parties. If negotiation fails, either party may bring the dispute before the competent people's court in the place where these Terms are entered into.

K. INDEMNIFICATION

Claims Against Fenno

Customer will indemnify Fenno against third‑party claims arising from:

Input and Context Information;
Customer data;
breach of the Usage Policy or Usage Restrictions.

L. WARRANTIES AND LIMITATION OF LIABILITY

Warranties

Each party warrants that:

it has the authority to enter into these Terms;
it does not violate its organisational rules.

Customer further warrants that it has all rights and permissions necessary to submit Input and Context Information, and that it has obtained the necessary authorisations from its users and end customers.

Disclaimer

Except as expressly provided:

the Services and Output are provided "AS IS" and "AS AVAILABLE";
Fenno makes no warranties, express or implied;
the Services generate Output based on artificial intelligence models. Given the nature of AI technology, we make no warranty, express or implied, as to the accuracy, completeness, reliability, security, or availability of the Output. Customer shall independently review and test Output before use, and shall bear sole responsibility for any consequences arising from its use of Output;
we will use reasonable efforts to maintain the normal operation of the Services. However, Customer understands and agrees that the Services rely on third‑party large language model providers and other infrastructure service providers. If the Services become wholly or partially unavailable due to service interruptions, performance degradation, interface changes, or other causes not directly under our control on the part of model providers, we shall not bear any liability arising therefrom.

Limitation of Liability

Except for indemnification obligations:

neither party shall be liable for indirect, special, or punitive damages;
Fenno's total liability arising out of this agreement shall not exceed 25% of the Service fees paid by Customer in the preceding 12 months.

These limitations:

apply to the fullest extent permitted by law;
apply to all forms of action, whether in contract, tort, strict liability, or otherwise.

M. MISCELLANEOUS

Notices

Notices must be sent in writing:

to Customer at the address provided by Customer;
to Fenno at: contact@fenno.ai

Electronic Communications

Customer agrees to receive electronic communications, including emails, in‑app notifications, or text messages.

Amendments and Modifications

Fenno may update these Terms:

Fenno may update or revise these Terms from time to time. Fenno will notify Customer before the updated Terms become effective by means of website announcements, emails, or in‑service notifications.
The updated Terms will become effective 7 days after the date of such notice. If Customer does not agree to the updated content, Customer shall cease using the Services and give written notice to Fenno to terminate this agreement before the effective date. Continued use of the Services after the updated Terms become effective shall constitute Customer's agreement to and acceptance of the updated Terms.
For amendments required to comply with applicable laws, regulatory requirements, or to address emergency security risks, Fenno may implement such amendments immediately without prior notice.

Assignment and Delegation

Customer may not assign or transfer any of its rights or obligations under this agreement without Fenno's prior written consent.

Fenno may assign this agreement without Customer's consent:

to an affiliate;
in connection with a merger, acquisition, sale of assets, or other business reorganisation.

Fenno will give reasonable notice of any such assignment.

Severability

If any provision is invalid, the remaining provisions shall continue in effect.

The parties shall negotiate in good faith to amend the invalid provision.

Interpretation

These Terms shall not be construed against the drafter.

Words such as "include", "for example", and similar expressions are not limiting.

Entire Agreement

These Terms constitute the entire agreement between the parties with respect to the Services and supersede all prior understandings and agreements.

Force Majeure

Neither party shall be liable for failure or delay in performance caused by reasons beyond its reasonable control.

FAQ

Usage Policy