Breezell Terms of Service

Version 1.0 · Last updated: September 3, 2026 · Effective: September 3, 2026

These Terms of Service are the user agreement between you and Breezell. They cover every paid and free use of the Breezell editor, the Breezell account and website, and the AI features delivered through them. Please read them before you create an account or make a purchase. Plain-language summaries appear in a few places for convenience; the full text of each section is what governs.

1. Introduction and Acceptance of Terms

Welcome to Breezell (“Breezell”, “we”, “us” or “our”), an AI-powered code editor operated by the Breezell team from Zurich, Switzerland. These Terms of Service (the “Terms”) govern your access to and use of:

• the Breezell desktop application for Windows, macOS and Linux (the “Editor”);
• the Breezell account, website and web dashboard at https://breezell.com (the “Website”);
• the AI features made available through the Editor and your Breezell account, including Chat, Agent, Plan, Analyze and Entanglement modes, code completions, codebase indexing, Skills and MCP integrations (the “AI Features”);

together, the “Service”.

By creating an account, subscribing to any plan, purchasing a Trial pack or a top-up, or otherwise using the Service, you confirm that you: (a) are at least 18 years of age, or the age of majority where you live if that is higher; (b) have read, understood and agree to be bound by these Terms; (c) agree to our Privacy Policy and Cookie Policy; and (d) are authorized to enter into this agreement on behalf of yourself or the organization you represent.

Important: if you do not agree to these Terms, you may not use the Service. Continued use after any update to these Terms constitutes acceptance of the revised Terms (see Section 16).

Supplementary terms apply to specific offerings and prevail over these Terms for those offerings only: the Enterprise Services Terms, the Professional Services Terms, the Community Terms and the SLA & Support Policy.

2. Description of the Service

2.1 What we provide

Breezell is a Visual Studio Code–compatible editor with AI Agents, intelligent code indexing, database operations, a Skill Library, MCP support and access to large language models from multiple providers. The Editor is downloadable software; the AI Features are delivered as a digital software-as-a-service (SaaS) product over the internet and are metered against the usage allowance of your plan and any top-ups on your account.

2.2 Nature of the Service

The Service is a digital, intangible product. Access to paid features is activated immediately after payment is confirmed — there is no physical delivery. Because of this instant delivery, refunds are subject to the specific conditions in Section 7.

2.3 Third-party AI model dependency

The AI Features are powered by third-party AI model providers, including OpenAI, Anthropic, Google, xAI, DeepSeek and other providers listed in the Editor’s model selector. The performance, availability and output of the AI Features depend on those providers. We will inform users of significant provider outages through the Editor, the Website or our support channels. If you use the “Custom API” (bring-your-own-key) plan, requests are sent directly to the provider whose key you configured, under that provider’s own terms.

2.4 Changes to the Service

We may add, change or retire features, supported models or plan structures at any time. Where a change materially reduces what a paid plan provides during a period you have already paid for, Section 7 (refunds) and Section 14 (termination by us) apply.

3. Account Registration and Security

3.1 Creating an account

Paid features require a Breezell account created with accurate and complete information, including a valid email address. You are responsible for keeping your login credentials confidential and for all activity that occurs under your account.

3.2 Account security

• Notify us immediately at [email protected] if you discover any unauthorized use of your account.
• Do not share your login credentials, session tokens or API keys with any third party. One account is for one natural person unless it is a team account expressly provided for shared use.
• Keep your billing email address current so that renewal notices, receipts and security alerts reach you.

3.3 Organization accounts

If you register on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms, and “you” includes that organization.

3.4 Device limits

Plans may include a limit on the number of devices signed in at the same time. The current limit is shown in your account dashboard. Exceeding it may cause older sessions to be signed out.

4. Plans, Trial Pack and Top-ups

We offer subscription plans and separately purchased usage top-ups. The current plans, prices and included allowances are published at https://breezell.com/pricing and in the Editor; that page is the authoritative price list.

4.1 Subscription plans

Subscription plans (for example Pro, Pro+ and Ultra) renew automatically each billing period — monthly or annually, as selected at checkout — and include a usage allowance for that period. Higher tiers include larger allowances and usage multipliers on premium models. The “Custom API” plan is a subscription that unlocks the Editor’s AI modes with your own provider API keys; the model usage itself is billed to you by that provider, not by Breezell.

4.2 Trial pack

The Trial pack is a one-time purchase that grants a limited usage allowance for evaluating the Service. It does not renew.

4.3 Top-ups

Top-ups are one-time purchases that add usage balance to your account on top of your plan allowance. Top-up balance does not expire as long as your account remains active (see Section 7.4).

4.4 Metering

AI Features consume your allowance per request. Different models and modes consume at different rates; more capable models consume more. Your remaining balance and a per-request history are shown in the Editor and your account dashboard so you always know what you have spent.

4.5 Changes to plans and prices

We may modify plan features, introduce new plans or change prices. Price changes take effect at your next renewal and only after we notify you in accordance with Section 5.1 and Section 16.

5. Billing and Payment

5.1 Subscription auto-renewal authorization

When you subscribe to a paid plan and provide a payment method, you expressly authorize Breezell, through our payment processor, to charge that payment method the applicable subscription fee at the start of each billing period. This recurring authorization remains in effect until you cancel in accordance with Section 6. Your subscription renews automatically at the end of each billing period unless you cancel before the renewal date. For annual subscriptions we send a reminder email at least 7 days before the renewal charge; for a free or promotional trial that converts to a paid plan we send a reminder before the first charge.

5.2 Trial pack and top-up authorization

Each Trial pack or top-up purchase is a one-time transaction. By completing the purchase you authorize Breezell, through our payment processor, to charge your payment method the amount displayed at checkout. Breezell does not offer automatic top-up; your balance is never recharged without a new purchase initiated by you.

5.3 Payment processor and card statement

Payments are processed by our PCI-DSS compliant payment processor, Waffo Pancake, which acts as the merchant of record for your purchase. Breezell never receives or stores your full card number. Charges appear on your card statement with a descriptor that identifies Breezell so you can recognize the transaction.

5.4 Taxes

Unless otherwise stated, listed prices exclude applicable taxes (including VAT, GST and sales tax). Where required by law, taxes are calculated and collected at checkout and remitted by the payment processor or by us.

5.5 Failed payments

If a renewal charge fails, we will retry it and notify you. Paid features may be suspended until payment succeeds. You may update your payment method in your account dashboard.

6. Cancellation

6.1 How to cancel a subscription

You may cancel your subscription at any time, by either method:

• Online (recommended): Account → Billing → Manage subscription → Cancel subscription, in your account dashboard at https://breezell.com or in the Editor’s account settings.
• By message: from your registered email address to [email protected], or via Telegram @DreamfallSerena. Please include the email address on the account.

We confirm every cancellation by email. Requests sent by message are confirmed within one business day.

6.2 Effect of cancellation

• Your subscription stays active until the end of the billing period you have already paid for; no further renewal charges are made.
• Plan allowance that has not been used by the end of that period expires with the subscription (see Section 7.3).
• Separately purchased top-up balance is not affected by cancellation and remains available under Section 7.4.
• Account data is retained for 90 days after cancellation so that you can resubscribe without loss, then deleted or anonymized in accordance with the Privacy Policy, unless you ask us to delete it sooner.

7. Refund Policy

Our refund policy is shown again at checkout. Because the Service is a digital product delivered instantly, fees are in principle non-refundable except as set out in this Section 7 or where applicable law grants you a right that cannot be waived.

7.1 Subscription refunds

• First-subscription 7-day guarantee. If this is your first paid subscription to Breezell, you may request a full refund within 7 days of the first charge, provided that you have consumed no more than 20% of the allowance included in that billing period.
• Duplicate or erroneous charges. Charges caused by a billing error, including duplicate charges, are refunded in full.
• Verified service interruption. If the Service is unavailable for more than 72 consecutive hours for reasons within our control, you may choose a pro-rata refund for the affected period or an equivalent extension of your subscription.
• Termination by us without cause. If we discontinue the Service or terminate your account for reasons other than your breach, we refund the unused portion of any prepaid period pro rata (Section 14).
• Statutory rights. Where the law of your country grants a right of withdrawal or refund that cannot be excluded — for example the 14-day withdrawal period for consumers in the EU and the United Kingdom — that right is preserved. You acknowledge that by asking us to begin providing the digital Service immediately, the withdrawal right may end once you start consuming the allowance, to the extent permitted by that law.

7.2 Trial pack and top-up refunds

• Unused within 7 days. A Trial pack or top-up that has not been used at all may be refunded in full if you request it within 7 days of purchase.
• Consumed balance. Balance that has been consumed is not refundable. Partially used purchases are refundable only for a duplicate charge or under a statutory right.

7.3 Plan allowance rollover

Unused allowance included in a subscription plan rolls over into the next billing period up to the rollover cap of your plan (shown on the pricing page; for example up to 200,000 tokens on Pro and up to 1,000,000 tokens on Pro+). Allowance above the cap expires at the end of the billing period. All plan allowance expires when the subscription ends.

7.4 Top-up balance after cancellation

Separately purchased top-up balance is not tied to your subscription. It remains available and does not expire as long as your account exists, whether or not a subscription is active.

7.5 Order of consumption

When both plan allowance and top-up balance are available, requests consume the plan allowance first and top-up balance only once the plan allowance for the period is exhausted.

7.6 How to request a refund

Email [email protected] from the email address on your account, or message us on Telegram @DreamfallSerena, with the transaction ID or receipt, the plan or purchase concerned and the reason. We acknowledge every request within 2 business days and refund approved amounts to the original payment method within 5–10 business days; your bank may take additional time to post the credit.

7.7 Not refundable

• Fees for a billing period in which the allowance has been used beyond the limits in Section 7.1 (other than the exceptions listed there).
• Annual subscription fees where the refund request is made more than 30 days after the initial purchase, except for the exceptions in Section 7.1.
• Consumed Trial pack or top-up balance.
• Fees for an account that we have suspended or terminated for breach of these Terms or the Acceptable Use Policy in Section 10.
• Usage billed to you directly by a third-party provider under the Custom API plan; those charges are governed by the provider’s own refund terms.

8. Billing Disputes

If you believe a charge is incorrect, please contact us at [email protected] before disputing the transaction with your bank or card issuer, and quote the transaction ID shown on your receipt or statement. We respond to billing questions within 2 business days and resolve confirmed billing errors within 5 business days. Opening a chargeback for a charge that you authorized, without first giving us the opportunity to resolve it, may result in suspension of the account while the dispute is investigated.

9. Software License, AI Content and Intellectual Property

9.1 License to the Editor

Breezell is built on Code – OSS, which is licensed under the MIT License; those open-source components remain under their own licenses. Subject to these Terms, Breezell grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Breezell-proprietary components of the Editor and to access the AI Features for your own internal use. All rights not expressly granted are reserved by Breezell and its licensors. Visual Studio Code and VS Code are trademarks of Microsoft Corporation; Breezell is not affiliated with or endorsed by Microsoft.

9.2 Your content and inputs

You retain all rights to the source code, files, prompts and other material you submit to the Service (“Input”). You grant Breezell a limited, non-exclusive license to process Input solely to provide the Service to you — for example to send it to the AI model provider you selected and return the result. We do not store your source code on our servers beyond the transient processing needed to serve a request, and we do not use your Input to train AI models, ours or anyone else’s, without your explicit consent.

9.3 Ownership of outputs

As between you and Breezell, and subject to your compliance with these Terms, you own the content generated for you by the AI Features (“Output”). You may use Output for any lawful purpose permitted by Section 10. Because models generate similar Output for similar Input, Output may not be unique to you and we make no claim that it is.

9.4 Third-party model terms

Output is produced by third-party models (Section 2.3). Those providers’ usage policies apply to requests routed to them, and we do not guarantee any particular quality of Output or accept liability for content generated by a third-party model.

9.5 Accuracy of AI output

AI-generated code and text can be incorrect, insecure, incomplete or out of date. You are responsible for reviewing, testing and validating Output before you rely on it, commit it, run it or ship it — particularly Output that modifies files, executes terminal commands or operates on databases.

9.6 Feedback

Suggestions and feedback you send us are non-confidential, and you grant Breezell a perpetual, royalty-free right to use them without obligation to you.

10. Acceptable Use Policy (Product Usage Rules)

10.1 Permitted use

You may use the Service only for lawful purposes and in accordance with these Terms, including software development, personal productivity, business automation, research and education.

10.2 Prohibited uses

You agree not to use the Service to:

• generate or distribute content that is illegal, defamatory, harassing, fraudulent or that violates the rights of others;
• create, distribute or assist in creating deepfakes — AI-synthesized audio, video or images that impersonate a real person or are intended to mislead viewers about their origin or authenticity;
• generate content that sexualizes minors or otherwise violates child-protection laws;
• create malware, phishing material, exploits or tools for unauthorized access to systems or data;
• infringe any third party’s intellectual property, privacy or other rights;
• circumvent, disable or interfere with the security, metering, device limits or access controls of the Service;
• resell, sublicense, rent or provide access to the Service or your account to third parties without our prior written approval, or share one individual account among several people;
• reverse engineer, decompile or extract the Breezell-proprietary components of the Editor or its server-side services, except where the law expressly permits it despite this restriction;
• send automated, excessive or abusive request volumes that degrade the Service for others;
• violate any applicable law, regulation or card-network rule.

10.3 AI-specific restrictions

In addition, given the AI nature of the Service, you expressly agree not to:

• use the Service’s Inputs, Outputs, model responses or any derived data to train, fine-tune, benchmark, distill or otherwise develop any artificial-intelligence or machine-learning model that competes directly or indirectly with the Service or with Breezell’s products;
• systematically scrape, extract or harvest model Output at scale for any purpose other than your own authorized use;
• present AI-generated content as the work of a licensed human professional (such as a physician, lawyer or financial adviser) in circumstances where doing so could cause harm.

10.4 Enforcement

We may investigate suspected violations and may remove content, throttle usage, or suspend or terminate accounts involved. Where the law requires, we may report illegal activity to the appropriate authorities.

11. User Breach, Enforcement and Indemnification

11.1 Consequences of breach

If you breach these Terms — including the Acceptable Use Policy, the payment obligations in Section 5, or the account rules in Section 3 — we may, depending on the severity: issue a warning; suspend paid features or the whole account while we investigate; terminate the account; and, for accounts terminated for breach, decline any refund under Section 7.7. We will tell you the reason for a suspension or termination unless the law prevents us or doing so would compromise an investigation.

11.2 Your liability for misuse

You are responsible for all activity under your account and for any Output you choose to use, publish, execute or distribute. You are liable for losses we suffer because of your breach, including fees, chargeback costs and third-party claims that result from misuse of your account or of the Service.

11.3 Indemnification

You agree to indemnify, defend and hold harmless Breezell and its team members from any claims, damages, losses, liabilities and reasonable costs (including legal fees) arising out of: (a) your Input or your use of Output; (b) your violation of these Terms or of applicable law; or (c) your infringement of any third party’s rights.

12. Data, Privacy and Security

Your use of the Service is governed by our Privacy Policy, which explains what we collect, why, how long we keep it and the rights you have, and by our Cookie Policy. Payment card data is processed exclusively by our PCI-DSS compliant payment processor, Waffo Pancake, and is never stored on Breezell’s servers. Account data is retained for 90 days after cancellation and then deleted or anonymized, unless a longer period is required by law (for example for transaction records) or you request earlier deletion.

13. Disclaimers and Limitation of Liability

13.1 Disclaimer of warranties

The Service is provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or the accuracy of AI Output. The service-level targets in the SLA & Support Policy apply only where that policy expressly says so.

13.2 AI-generated content disclaimer

AI Output may be inaccurate, incomplete or outdated. Do not rely on it as legal, medical, financial or other professional advice. Always verify AI-generated code and content — including any file edits, shell commands or database operations an Agent proposes — with a qualified person before acting on it. You are solely responsible for the consequences of executing Output in your environment.

13.3 Limitation of liability

To the maximum extent permitted by applicable law, Breezell is not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost data, business interruption or the cost of substitute services, arising out of or related to the Service, even if advised of the possibility of such damages. Our total aggregate liability for all claims arising out of or relating to the Service is limited to the amount you paid to Breezell in the 12 months preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for intent or gross negligence or for personal injury.

14. Term and Termination

These Terms apply for as long as you use the Service. You may stop using the Service and delete your account at any time by contacting [email protected]; deletion of the account does not by itself refund fees except as provided in Section 7.

We may suspend or terminate your account if you materially breach these Terms, if we suspect fraud or abuse, if required by law, or if a payment remains unpaid after notice. If we terminate the Service or your account for reasons other than your breach, we will refund the unused portion of any prepaid period pro rata. Sections 7 (to the extent of pending refunds), 8, 9, 11, 13, 15 and 16 survive termination.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of Switzerland, excluding its conflict-of-law rules. Before starting any formal proceeding, please contact us at [email protected] so that we can try to resolve the matter informally; most billing and access issues are settled this way within a few days. Disputes that cannot be resolved informally are subject to the exclusive jurisdiction of the courts of Zurich, Switzerland, unless mandatory consumer-protection law in your country of residence gives you the right to bring proceedings there.

16. General Provisions

• Changes to these Terms. We may update these Terms from time to time. For material changes we give at least 14 days’ notice before the effective date by email to your registered address and by updating the version and date at the top of this page. Continued use after the effective date constitutes acceptance. Previous versions are available on request.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.
• No waiver. Our failure to enforce a right is not a waiver of that right.
• Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.
• Entire agreement. These Terms, together with the Privacy Policy, the Cookie Policy and any supplementary terms referenced in Section 1, are the entire agreement between you and Breezell regarding the Service.
• Language. These Terms are written in English. Translations are provided for convenience; the English text prevails.

17. Contact Us

For any question about these Terms, your account or billing, contact us through any of the following channels — each is monitored by a member of the Breezell team:

• Customer support, billing and refunds: [email protected]
• Cancellation: Account → Billing in your dashboard, or [email protected]
• Legal, privacy and security reports: [email protected]
• Telegram: @DreamfallSerena
• SMS: +1 252 203 1050
• Location: Breezell team, Zurich, Switzerland

By using the Service, or by ticking “I agree” at checkout, you confirm that you have read and agree to these Terms.

Last updated: September 3, 2026 · Version 1.0 · Breezell · https://breezell.com