Legal

Terms of Service

Effective May 27, 2026.

Markbase is a software product operated by AltaCoda LLC (“AltaCoda,” “we,” “us,” or “our”), a Delaware limited liability company with its principal place of business at 1111 Broadway, Oakland, CA 94607. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and AltaCoda, governing your access to and use of the Markbase platform, including the hosted MCP endpoint at api.markbase.cloud, the dashboard at app.markbase.cloud, the marketing site at markbase.cloud, and all associated APIs, documentation, and related services (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, do not use the Service.

1. Definitions

“Account” means the account you create to access and use the Service.

“Agent” means an automated software client — typically an AI model running inside a harness or IDE — that connects to the Service over MCP using credentials you authorize.

“_markbase.md” means a reserved Markdown file at any folder root in your workspace that carries conventions for that subtree, as further described in the documentation.

“Authorized User” means an individual you authorize to access the Service under your Account, subject to any seat limits associated with your Subscription Plan.

“Content” means any documents, frontmatter, templates, file contents, or other materials you submit to, store in, or create through the Service.

“MCP” means the Model Context Protocol, an open protocol for connecting agents to tools and data sources.

“MCP Client” means an OAuth client — including but not limited to a third-party agent harness, IDE extension, or first-party tool — that you have authorized to call the MCP endpoint on your behalf.

“Subscription Plan” means the tier of Service you have selected, as described on our pricing page or in the order form between us. While the Service is in private preview, access is provided under invitation and the terms of any preview-specific arrangement we communicate to you.

“Workspace” means an isolated logical namespace that holds documents, typed collections, and folder-level conventions, scoped to a single organization on your Account.

2. The Service

2.1 Description

Markbase is a hosted Markdown document store reached over MCP. It lets you and your agents read, search, list, update, append, and query Markdown documents organized in folders and typed collections, with optimistic concurrency via ETags, full version history under the hood, and per-folder governance via _markbase.md.

2.2 Hosted Service

The Service is fully hosted and operated by us. You do not deploy or run any part of the Markbase backend on your own infrastructure. You connect to the Service over HTTPS using an MCP Client authenticated via OAuth 2.1.

2.3 Private Preview

The Service is currently offered as a private preview by invitation only. Features, limits, availability, and pricing are subject to change during the preview period. We may add, remove, or modify functionality at any time. We will use commercially reasonable efforts to give you reasonable notice of material changes that affect your use of the Service.

2.4 Storage and Versioning

Documents you submit to the Service are stored in object storage with bucket versioning enabled. Every successful write produces a new version under the hood — nothing is destructively overwritten. Older versions may be retained in accordance with our data retention practices described in the Privacy Policy.

3. Accounts and Access

3.1 Registration

You must provide accurate and complete information when creating an Account. Authentication is provided through Sign-in with Google. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account.

3.2 Organizations and Authorized Users

Accounts belong to an organization. You may invite Authorized Users up to the seat limit of your Subscription Plan. You are responsible for your Authorized Users’ compliance with these Terms and for any actions they take through the Service.

3.3 MCP Clients

You are responsible for the MCP Clients you authorize to access your workspaces. The Service issues access tokens to MCP Clients you approve through the OAuth consent flow; those tokens carry only the scopes you grant. You may revoke an MCP Client’s access at any time from the Connections page in the dashboard. Tokens issued to an agent inherit the same access rights as the Authorized User who approved them — you are responsible for what your agents do with that access.

4. Subscription Plans and Payment

4.1 Plans

The Service is offered under one or more Subscription Plans, each with defined limits on seats, workspaces, document count or size, request volume, and features. Current plan details and pricing — once published — will be available on our website and incorporated into these Terms by reference. During the private preview, access may be provided at no cost or under preview-specific terms communicated to you directly.

4.2 Fees

If you select a paid Subscription Plan, you agree to pay all applicable fees in accordance with the billing terms presented at the time of purchase. Fees are billed in advance on a monthly or annual basis, depending on your plan and billing cycle selection.

4.3 Payment Processing

If we charge for the Service, payments are processed through a third-party payment processor designated by us. By providing payment information, you authorize us to charge your designated payment method for all fees incurred. You agree to the payment processor’s terms of service as they apply to your transactions.

4.4 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for paying any applicable taxes, except for taxes based on our net income.

4.5 Plan Changes

You may upgrade or downgrade your Subscription Plan at any time, subject to availability. Upgrades take effect immediately, with prorated charges applied. Downgrades take effect at the end of the current billing period. If a downgrade would cause you to exceed the limits of the new plan, you must bring your usage within those limits before the change takes effect.

4.6 Overdue Payments

If any payment is overdue, we may suspend access to paid features of the Service after providing at least seven (7) days’ written notice. Suspension does not relieve you of the obligation to pay outstanding fees.

5. Customer Content and Data

5.1 Ownership

You retain all rights, title, and interest in your Content. These Terms do not grant us any ownership rights to your Content.

5.2 License to Operate

You grant us a limited, non-exclusive, worldwide license to use, store, transmit, process, index, and display your Content solely as necessary to provide, maintain, secure, and improve the Service. This license terminates when you delete your Content or close your Account, subject to any applicable retention obligations and to the soft-delete behavior described below.

5.3 Indexing

To enable search, the Service maintains a separate full-text search index over the Content in your workspaces. The index is scoped per workspace and is not shared across organizations. Deleting a document removes it from the index in accordance with our standard data deletion procedures.

5.4 Soft-Delete and Purge

Deleting a document moves it to a per-workspace trash where it can be restored. Items remaining in trash are permanently purged on a scheduled basis (currently daily). Deletion from object storage is subject to bucket-level versioning retention; permanent purge removes prior versions in accordance with our retention configuration.

5.5 Backups

We maintain backups of the Service’s systems for operational continuity. These backups are not a customer-facing backup or archival service. You are responsible for maintaining your own independent backups of any Content you wish to preserve outside of the Service.

5.6 Aggregated and De-identified Data

We may generate aggregated or de-identified data from your use of the Service and use it for any lawful purpose, including improving the Service. Aggregated and de-identified data does not identify you, your Authorized Users, or your Content.

6. Data Protection and Privacy

6.1 Privacy Policy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference.

6.2 Data Processing

To the extent that we process personal data on your behalf in connection with the Service, such processing is governed by our Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference when applicable.

If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, or if you submit personal data of individuals in those regions to the Service, the following applies:

We act as a data processor with respect to any personal data you submit to the Service, and you act as the data controller.
We process personal data only in accordance with your documented instructions, as described in the DPA.
You are responsible for establishing a lawful basis for any processing of personal data in connection with your use of the Service.
We implement appropriate technical and organizational measures to protect personal data, as further described in the DPA.
You may exercise your rights as a data controller by contacting us at hello@altacoda.io.

6.4 International Data Transfers

The Service’s object storage is hosted in the United States and its application infrastructure is hosted in Germany. If you transfer personal data from the EEA, UK, or Switzerland to us, such transfers are governed by the safeguards described in our DPA, which may include Standard Contractual Clauses or other lawful transfer mechanisms.

6.5 Sub-Processors

We use third-party sub-processors to help provide the Service. A current list of sub-processors is maintained at markbase.cloud/subprocessors. We will notify you of material changes to our sub-processors and provide you with an opportunity to object, as described in the DPA.

7. Acceptable Use

7.1 General

You agree to use the Service only for lawful purposes and in compliance with these Terms and all applicable laws and regulations.

7.2 Prohibited Conduct

You agree not to:

Use the Service to store, distribute, or transmit unlawful Content, including Content that infringes intellectual property rights, contains malware, or facilitates fraud, harassment, or other harmful activity.
Provide false, misleading, or fraudulent information during registration or use of the Service.
Attempt to gain unauthorized access to the Service, other accounts, other workspaces, or any systems or networks connected to the Service.
Interfere with or disrupt the integrity or performance of the Service, including by submitting Content or making requests designed to exhaust storage, search-index capacity, or rate budgets.
Reverse-engineer, decompile, or disassemble any part of the Service, except as permitted by applicable law.
Use the Service to train machine learning models on Content you do not own or have a license to use for that purpose.
Resell, sublicense, or redistribute access to the Service without our prior written consent.
Use the Service in any manner that could damage, disable, overburden, or impair it.

7.3 Rate Limits

The Service enforces rate limits on the MCP endpoint and on OAuth flows to maintain platform stability and protect all customers. You agree not to circumvent or attempt to circumvent rate limits or other technical restrictions imposed by the Service.

7.4 Enforcement

We reserve the right to investigate and take appropriate action in response to violations of this Section, including suspending or terminating your access to the Service.

8. Intellectual Property

8.1 Our Rights

We own all rights, title, and interest in the Service, including all software, technology, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

8.2 Feedback

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you grant us an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate that Feedback into the Service without restriction or obligation to you.

8.3 Trademarks

“Markbase” and the Markbase logo are trademarks of AltaCoda LLC. You may not use our trademarks without our prior written consent, except as reasonably necessary to refer to the Service in a factual, non-misleading manner.

9. Third-Party Services

9.1 Identity Provider

Authentication is provided through Sign-in with Google. Your use of Google’s sign-in service is governed by your agreement with Google.

9.2 MCP Clients

The Service is designed to interoperate with MCP Clients you choose. We do not endorse and are not responsible for the behavior, availability, security, or terms of any third-party MCP Client you authorize to access your workspaces. Your use of an MCP Client is at your own risk and governed by your agreement with that client’s provider.

9.3 Payment Processor

If billing is enabled for your Account, payment processing is provided by a designated third-party payment processor. Your use of the payment processor’s services is subject to their terms and conditions.

9.4 General

The Service may interoperate with additional third-party services over time. We do not endorse and are not responsible for any third-party services, and your use of them is at your own risk.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by applicable law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that:

The Service will meet your requirements or expectations.
The Service will be uninterrupted, timely, secure, or error-free.
Any errors in the Service will be corrected.
Any specific MCP Client or agent will interoperate correctly with the Service.

The Service is currently in private preview and may be modified, suspended, or discontinued at any time without notice.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALTACODA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100).

11.3 Agent and MCP Client Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ALTACODA IS NOT RESPONSIBLE FOR THE BEHAVIOR OF ANY AGENT OR MCP CLIENT YOU AUTHORIZE TO ACCESS THE SERVICE. Agents act under credentials that you, an Authorized User, or another agent has approved. We have no control over and accept no liability for:

The accuracy, quality, or fitness for purpose of any Content created, modified, or deleted by an agent.
Actions taken by an agent that exceed your operational intent but remain within the scopes you granted.
Any direct or indirect damages arising from your agents’ use of the Service.

You are responsible for the scopes and access you grant, for monitoring your authorized clients, and for revoking access when appropriate.

11.4 Basis of the Bargain

The disclaimers and limitations in Sections 10 and 11 reflect a reasonable allocation of risk and form an essential basis of the bargain between you and us. The Service would not be provided to you without these limitations.

12. Indemnification

You agree to indemnify, defend, and hold harmless AltaCoda, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your use of the Service.
Your Content or the use of your Content by any agent or MCP Client you authorize.
Your violation of these Terms, any applicable law, or any third-party rights.
Any claim by a third party related to Content submitted to the Service under your Account.

13. Term and Termination

13.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated.

13.2 Termination by You

You may terminate your Account at any time by contacting us at hello@altacoda.io. Termination does not entitle you to a refund of prepaid fees, except as required by applicable law.

13.3 Termination by Us

We may suspend or terminate your access to the Service at any time if:

You breach these Terms and fail to cure the breach within thirty (30) days of receiving written notice.
You engage in conduct that we reasonably believe is harmful to the Service, other customers, or third parties.
We are required to do so by law or a court order.
We discontinue the Service (subject to Section 13.5).

13.4 Effect of Termination

Upon termination:

Your right to access and use the Service will immediately cease.
We will delete your Account data, workspaces, and Content in accordance with our data retention policies and applicable law. You are responsible for exporting any Content you wish to retain before termination.
Any provisions of these Terms that by their nature should survive termination will survive, including Sections 5.1, 8, 10, 11, 12, 14, and 15.

13.5 Service Discontinuation

If we discontinue the Service entirely, we will provide reasonable prior written notice — at least thirty (30) days during the private preview, and at least ninety (90) days once the Service has exited private preview — and make commercially reasonable efforts to allow you to export your Content.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at hello@altacoda.io and attempt to resolve the dispute informally for at least thirty (30) days.

14.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally shall be resolved by binding arbitration, rather than in court, except that either party may seek equitable relief in court for infringement or misappropriation of intellectual property rights.

Arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures, with the following terms:

The arbitration shall be conducted by a single arbitrator.
The seat of arbitration shall be Oakland, California.
The language of arbitration shall be English.
The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND ALTACODA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

14.4 Exceptions

Notwithstanding Section 14.2, either party may bring an action in small claims court if the dispute qualifies, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

14.5 Opt-Out

You may opt out of the arbitration and class action waiver provisions of this Section 14 by sending written notice to hello@altacoda.io within thirty (30) days of first accepting these Terms. Your notice must include your name, Account email address, and a clear statement that you wish to opt out. If you opt out, disputes will be governed by Section 15.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict-of-law principles. To the extent that any dispute is not subject to arbitration under Section 14, you and AltaCoda consent to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, DPA (where applicable), and any order forms or plan selections, constitute the entire agreement between you and AltaCoda regarding the Service and supersede all prior agreements and understandings.

16.2 Modifications

We may modify these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree, you must stop using the Service and close your Account.

16.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. A failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.5 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, or failures of third-party services on which the Service depends.

16.7 Notices

Notices to us should be sent to:

AltaCoda LLC 1111 Broadway Oakland, CA 94607 Email: hello@altacoda.io

Notices to you will be sent to the email address associated with your Account. Notices are deemed given when sent by email (upon transmission) or when delivered by mail (upon receipt).

16.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16.9 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party, except as expressly stated herein.

17. Contact Us

If you have questions about these Terms, please contact us at: