Terms of Service

Last updated: April 3, 2026

These Terms of Service ("Terms") govern your use of the Refresh Market website and services (the "Service") operated by Refresh ("we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Service Description

Refresh Market is a data acquisition platform through which we evaluate and purchase private codebases, operational artifacts (including but not limited to Jira tickets, PRDs, architecture documents, and support threads), and related materials for the purpose of training AI models.

2. Eligibility

You must be at least 18 years old and have the legal authority to bind yourself or the entity you represent to these Terms. By submitting data through the Service, you represent and warrant that you have all necessary rights, licenses, and permissions to submit such data for evaluation and potential sale.

3. Submission and Evaluation Process

By submitting codebases, operational data, or other materials to the Service:

• You grant Refresh a limited, non-exclusive license to receive, access, copy, analyze, and evaluate the submitted materials for the sole purpose of determining their quality, relevance, and value for acquisition.
• You acknowledge that Refresh is entitled to receive and evaluate submitted data prior to making any purchase decision or payment. Evaluation is a prerequisite to acquisition, and no obligation to purchase arises from the act of evaluation.
• You understand that evaluation may include automated analysis, manual review by our engineering team, assessment of code quality and structure, and testing of submitted materials in isolated environments.
• Submission does not guarantee acceptance. Refresh reserves the right to decline any submission at its sole discretion.
• If Refresh declines a submission, the evaluation license terminates and all copies of the submitted materials in our possession will be deleted within 30 days, except for anonymized metadata retained for audit purposes.

4. Acquisition and Payment

• Acquisition occurs only upon mutual execution of a separate written acquisition agreement specifying the scope of data, price, payment terms, and license terms.
• Pricing estimates provided through the Service are non-binding and subject to change based on the results of our evaluation.
• Payment is processed upon execution of the acquisition agreement through standard invoicing. Payment terms are specified in the acquisition agreement.
• You warrant that all data submitted for acquisition is free of third-party encumbrances, liens, or restrictions that would prevent its lawful transfer and use by Refresh.

5. Intellectual Property

• You retain all ownership rights to your data until a formal acquisition agreement is executed and payment is made.
• Upon completed acquisition, you grant Refresh a perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, and sublicense the acquired data for the purpose of training, evaluating, and improving AI models.
• The Refresh name, logo, and Service are our trademarks and may not be used without our prior written consent.

6. Representations and Warranties

You represent and warrant that:

• You have full legal authority to submit and sell the data you provide.
• The submitted data does not infringe any third-party intellectual property rights, trade secrets, or contractual obligations.
• The submitted data does not contain malicious code, malware, or intentionally harmful content.
• You have obtained all necessary consents and approvals (including from employers, clients, or co-owners) required for the submission and sale of the data.
• The data complies with all applicable laws and regulations, including data protection and export control laws.

7. Confidentiality

We treat all submitted data as confidential during the evaluation process. We will not disclose, publish, or share your submitted data with third parties except as necessary for evaluation (e.g., authorized engineering team members) or as required by law. This obligation survives termination of these Terms.

8. Limitation of Liability

To the maximum extent permitted by law:

• The Service is provided "as is" without warranties of any kind, express or implied.
• Refresh shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service.
• Our total liability for any claims arising from or related to the Service shall not exceed the amounts paid to you under any acquisition agreement in the preceding 12 months.

9. Indemnification

You agree to indemnify and hold harmless Refresh and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms, (b) your submission of data that infringes third-party rights, or (c) your misrepresentation of authority to submit or sell the data.

10. Referral Program

Our referral program pays $1,000 for each successful acquisition resulting from a qualified referral. Referral payments are subject to: (a) the referred party completing a qualifying acquisition, (b) the referral being the first point of contact for the referred party, and (c) compliance with these Terms. We reserve the right to modify or discontinue the referral program at any time.

11. Termination

We may suspend or terminate your access to the Service at any time for any reason. You may stop using the Service at any time. Sections that by their nature should survive termination (including Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) will survive.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms or the Service shall be resolved in the state or federal courts located in Delaware.

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on this page with a revised "Last updated" date. Your continued use of the Service after changes constitutes acceptance of the updated Terms.

14. Contact

Questions about these Terms? Contact us at market@refresh.dev.