Replit Commercial Agreement
Last updated: February 26, 2026
Previous versions
This Replit Commercial Agreement ("Agreement") provides terms for Replit, Inc.'s ("Replit") commercial products under which a customer ("Customer") subscribes to or uses to build, deploy, host, or manage projects (the "Platform"). This Agreement takes effect when Customer registers for, accesses, or purchases access to the Platform. The individual accepting these terms represents that they are authorized to enter into this Agreement on behalf of Customer. Customer and Replit each, a "party" and collectively, the "parties".
These terms are for commercial users of Replit and related services. For non-commercial consumer users of Replit, please see our Terms of Service.
A. Access and Accounts
1. Access. Subject to Customer's compliance with this Agreement, Replit grants Customer the limited right to access and use the Platform on a subscription basis during the Subscription Term (defined below) solely for Customer's internal business purposes.
2. Duration. Customer's access to the Platform expires at the end of the applicable Subscription Term unless renewed.
3. Responsibilities and Acceptable Use.
a. Permitted Users. Customer may permit others, including its employees, agents, independent contractors and consultants to use the Platform solely on its behalf ("Users"), provided Customer remains responsible for the acts and omissions of each such User.
b. Responsibility for Account and User Accounts. Customer is responsible for: (i) all content posted and activity that occurs under its account and designated User accounts; (ii) ensuring a User's login is not shared by multiple people; (iii) maintaining the security of account login credentials; and (iv) notifying Replit promptly if becoming aware of any unauthorized use of, or access to, the Platform. Replit will not be liable for any loss or damage from Customer's failure to comply with these terms.
c. Acceptable Use. Customer will not: (i) resell or license the Platform to third parties; (ii) interfere with the integrity or performance of the Platform; (iii) use the Platform to store or transmit abusive, infringing, libelous, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of a third-party's rights, including intellectual property and privacy rights; (iv) use the Platform to store code, files, scripts, agents or programs intended to harm the Platform or Replit's systems, including but not limited to malware or phishing; or (v) access or use the Platform in a manner intended to circumvent or exceed service account limitations or requirements. Customer will respond promptly to any reasonable request by Replit in the event of any actual or anticipated breach of the above.
d. Reassignment of User Accounts. Customer may reassign an account to a new User only after ninety (90) days from the last assignment of that account, unless the reassignment is due to (a) permanent hardware failure or loss; (b) termination of the User's employment or contract; or (c) temporary reallocation to cover a User's absence. When Customer reassigns an account or account access from one User to another, Customer agrees to prevent the former User's access to the account.
e. Purchasing Additional User Accounts. Customer may purchase additional User accounts by having the account administrator add additional User accounts directly through the Platform. If Customer adds these additional User accounts, Customer must pay the then-currently applicable fees through the remaining Subscription Term.
4. Privacy. By default, Customer Content is private to Customer and its Users and not made available to the public. Replit and Customer will comply with applicable data protection laws and the Data Processing Agreement.
B. Ownership and Rights
1. Replit Ownership. Replit owns and retains all right, title, and interest in and to the AI Features, Platform and related software, all improvements, derivatives, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. Except for the limited access rights expressly granted to Customer herein, Customer obtains no rights to the Platform.
2. Customer Content Ownership.
a. General. "AI Features" means any part of the Platform that generates, suggests, or corrects code or other Output Content, but not including any Third Party Services. "Output Content" means outputs generated or suggested by the AI Features in response to Input Content. "Input Content" includes any content submitted to the Platform by Customer or its Users, and any prompts and other inputs used to generate Output Content. Collectively, Input Content and Output Content are referred to as "Customer Content."
b. Customer Ownership. As between Replit and Customer, Customer shall (i) retain all right, title and interest (including any and all intellectual property rights) in and to the Input Content and (ii) own the Output Content. Customer acknowledges that Output Content provided to Customer may be similar or identical to outputs independently provided to other users.
Customer represents and warrants that: (i) Customer has all necessary rights to the Input Content for use with the Platform; and (ii) that submitting Input Content to the Platform does not violate any rights (including privacy rights, publicity rights, copyrights, contract rights, or other intellectual property rights) of any third party. Subject to this Agreement, Replit will only access and use Customer Content solely to provide and maintain the Platform and any related support and services under this Agreement ("Use of Customer Content"). Use of Customer Content includes sharing Customer Content as Customer directs through the Platform, but Replit will not otherwise disclose Customer Content to third parties except as permitted in this Agreement. If requested by Customer, Customer Content may be used for tuning AI Features, but such tuning will only be for Customer's sole use during the term of this Agreement.
c. Customer Grant to Replit. Customer grants to Replit a non-exclusive, worldwide, irrevocable, fully paid-up, royalty-free right and license to use, copy store, transmit, backup, archive, parse, access, modify, and display Customer Content, and make incidental copies, only as necessary to provide the Platform and related services, including for troubleshooting, improving, and ensuring the safety and security of the Platform.
d. No Sales. This license does not grant Replit the right to sell Customer Content.
e. Public Display of Customer Content. Projects created on the Platform are private by default and are not publicly exposed unless Customer or a User chooses to make them public. Customer's account administrator may control and restrict whether any projects or content can be published publicly. Any Customer Content that Customer or a User intentionally posts publicly through the Platform, such as code or contributions to other users' public projects, may be viewed, copied, and used by others. Customer Content published as a public project is automatically made subject to the MIT License, which allows others to view, copy, modify, and distribute that code, on or off the Platform.
f. Feedback. While Customer is not obligated to provide any feedback to Replit, any such feedback may be used by Replit for any purpose without obligation of any kind.
g. Usage Data. Replit may collect Usage Data (as defined below) and use it to operate, develop, improve, and support Replit's products and services, and for its other business purposes (including disclosing Usage Data with third parties). Usage Data will be owned by Replit. "Usage Data" means technical logs, data, and learnings about Customer's use of and interactions with the Platform that have been de-identified so that it does not identify Customer or its Users. Usage Data does not include Customer Content.
h. Use Restrictions. Replit will not use Customer Content to develop or improve Replit's products or services, train machine learning models, or create derivative works, except as expressly permitted in this Agreement.
C. Third Party Software and Services
1. Third Party Services. The Platform integrates with and makes available certain third-party software, applications, content, integrations and services that enhance the Platform's functionality ("Third Party Services"). Customer's use of such Third Party Services may be subject to additional or separate terms and conditions imposed by the applicable third-party providers ("Third Party Terms"), and Replit will indicate within the Platform those applicable Third Party Terms. To the extent there is a conflict between Third Party Terms and this Agreement, the Third Party Terms shall control with respect to Customer's use of such Third Party Services. Replit is not responsible for the operation or availability of Third Party Services. To the extent legally permitted, Replit will pass through to Customer any warranties or indemnifications provided by Third Party Service providers.
2. Disclaimers. Replit does not warrant or guarantee the security, availability, performance, or continued operation of any Third Party Services, and to the fullest extent permitted by law, Replit makes no representations, warranties, or indemnities thereto.
D. Confidentiality
1. Definitions. "Confidential Information" means information provided to the receiving party ("Receiving Party") that is designated by the disclosing party ("Disclosing Party") as "confidential" or "proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is acquired by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.
2. Confidentiality Obligations. Receiving Party will use Confidential Information solely as contemplated by this Agreement and will disclose such information on a need-to-know basis only to its employees, agents, vendors, and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Section. Receiving Party will use reasonable care to protect Disclosing Party's Confidential Information and to prevent unauthorized disclosure of Confidential Information. Confidential Information is and will remain the exclusive property of the Disclosing Party. Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party's Confidential Information that are in its possession or control.
3. Mandated Disclosures. The foregoing disclosures will not restrict a Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental agency; the Party required to make such disclosure provides reasonable notice of such requirement to the other Party to allow the other Party to contest such order or requirement, unless such Party is prevented from doing so by force of law. In such cases, Receiving Party will provide full cooperation and assistance to Disclosing Party in seeking to obtain such protection, at Disclosing Party's expense.
4. Duration. These confidentiality obligations apply (a) for Customer Content, until it is deleted from the Platform; and (b) for all other Confidential Information, for a period of one (1) year after a party receives the Confidential Information.
E. Pricing, Fees, Payment, and Taxes
1. Pricing. Replit's current pricing is available on our pricing page.
2. Fees. Customer agrees to pay all applicable fees in full. Amounts paid are non-refundable. If billed based on usage, Replit will invoice according to the billing model described in its product documentation. Customer may incur additional usage fees when exceeding the limits associated with Customer's account or current plan. Customer is responsible for the payment of these fees, and which will be automatically billed to the credit card or payment method associated with Customer's account. Customer's account will be limited or terminated if not paid. Upon renewal of Customer's account for another Subscription Term, Replit will invoice for all User accounts on an annual basis unless otherwise specified.
3. Payment. If Customer fails to pay fees on time, Replit has the right to charge 1.5% monthly interest on past due amounts as allowed by law. Replit also has the right to charge Customer for all expenses of recovery, to terminate the applicable subscription, turn off access, and to take any other action at law.
4. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments that are imposed or become due in connection with this Agreement, except taxes based on Replit's revenue, income or net worth. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.
F. Term, Termination, Suspension, Data Migration
1. Subscription Term. This Agreement begins on the date Customer first accesses or purchases the Platform and continues for the subscription period specified in the applicable Order Form or purchasing flow (the "Subscription Term"). The Subscription Term will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
2. Termination for Cause. Without limiting other remedies, either party may terminate this Agreement for material breach immediately if the other party fails to cure a curable breach within a ten-day notice period.
3. Suspension. Replit may temporarily suspend Customer's access to the Platform if Customer's or any User's activity has, or in Replit's reasonable assessment is likely to have, an adverse effect on the Platform's operation, security, or integrity. Suspension may include disabling Customer Content or User accounts. Replit will make reasonable efforts to notify Customer promptly and will work with Customer in good faith to resolve the issue.
4. Data Migration. Customer may migrate or request migration of its content from the Platform for up to thirty (30) days after termination of this Agreement.
5. Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and access granted to Customer under this Agreement will immediately cease; and (b) Customer must cease all use of the Platform.
G. Warranties and Disclaimers
1. Mutual Warranties. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.
2. Limited Warranty. The Platform is provided "as is" and "as available." Replit warrants to Customer that during the applicable subscription term the Platform will perform materially in accordance with the Replit documentation.
3. Exceptions and Disclaimers. Except for the limited warranties above and subject to applicable law, Replit provides no other warranties. Replit disclaims any other express, implied or statutory warranties, including warranties of quality, title, availability, non-interruption, non-infringement, merchantability, and fitness for a particular purpose.
H. Third Party Claims
1. General Obligations. The parties will defend each other against third party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will then reimburse the other party for reasonable out-of-pocket expenses it incurs in providing such assistance. This section describes the parties' sole remedies and entire liability for such claims, subject to the Limitation of Liability section.
2. Defense by Replit. Replit will defend Customer against any third-party claim that the Platform used within the scope of this Agreement (unmodified as provided by Replit and not combined with anything else) or arising from Customer's use or distribution of Output Content, misappropriated a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party.
The foregoing obligation of Replit shall not apply to the extent that the alleged infringement arises from: (1) the Input Content; (2) any modification of the Platform, including customization, other than by or on behalf of Customer; (3) Customer having disabled, evaded, disrupted, or interfered with any content filters, restrictions, or other safety systems that are part of the AI Features; (4) Customer modifying, using, or distributing the Output Content in a manner that infringes or misappropriates any proprietary right of a third party; (5) Output Content is generated by a Third Party Service outside of the Platform; or (6) Customer fails to provide Replit with prompt notice of the claim and allow Replit the exclusive right to control the claim's investigation, defense, and settlement.
If Replit is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (a) modify or replace the Platform with a functional equivalent or (b) terminate Customer's access and refund any outstanding fees, including amounts paid in advance for any usage period after the termination date. Replit will not be liable for any claims or damages due to Customer's continued use of the Platform after being notified to stop due to a third-party claim.
3. Defense by Customer. Customer will defend Replit against any third party claim that: (a) any Input Content misappropriated a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party or (b) Customer's use of the Platform, alone or in combination with anything else, violates applicable law or harms a third party.
I. Limitation of Liability
1. Replit's Maximum Liability. The maximum aggregate liability of Replit under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amount that Customer paid for the Platform during the twelve (12) months before the incident.
2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business however caused or on any theory of liability.
3. Nature of Claims. The limitations and exclusions in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
J. Support, Beta Features
1. Support. Replit will provide standard technical support at no additional charge. Standard support is only offered via web-based ticketing through Replit Support, and support requests must be initiated by a User.
2. Beta Features. Replit may offer optional beta features for use by Customers, the use of which is permitted only for Customer's internal evaluation during the period designated by Replit. Either party may terminate Customer's use thereof at any time for any reason. Beta features may be inoperable, incomplete, or include features never released. Replit provides no warranty or indemnity for beta features, which are provided "as is" and "as available."
K. Export, Sanctions, Anti-Bribery Compliance, Copyright
1. Export Compliance. The Platform may be subject to export control laws and regulations and economic and trade sanctions of the United States and other jurisdictions ("Trade Controls"). Customer will not permit any access or use of the Platform in any destination, by any entity or person, or for any use prohibited by Trade Controls without obtaining any necessary authorizations from the competent government authorities as required. Replit and Customer represent that neither are, and neither are owned or controlled by, a party that is: (i) organized under the laws of, ordinarily resident in, or located in a country or territory prohibited by Trade Controls, or (ii) designated on an applicable list of sanctioned or restricted parties administered by the United States or other applicable jurisdiction.
2. Ethical Conduct, Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement.
3. Copyright Compliance and DMCA. To submit claims for copyright infringement and takedown requests, please follow the instructions here.
L. General
1. Notices. Any legal notices sent by Customer to Replit relating to this Agreement must be delivered in English and in writing by: email to [email protected]. All other notices provided by Customer to Replit under this Agreement must be delivered in English and in writing by electronic mail to [email protected]. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact. Customer must ensure its contact information is current. Replit may send notices and other information to Customer by email or other electronic form.
2. Dispute Resolution. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the exclusive personal jurisdiction and venue of such courts.
3. Entire Agreement and Order of Precedence. This Agreement is the parties' entire agreement regarding its subject matter and supersede any prior or contemporaneous agreements regarding its subject matter. This Agreement, including any Order Forms or Statements of Work executed hereunder, constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof. In the event of any conflict between the terms of this Agreement and any purchase order, statement of work, or other document submitted by Customer, the terms of this Agreement shall control. No terms or conditions contained in any Customer purchase order, procurement document, or other Customer-provided document shall modify, amend, or supplement this Agreement, regardless of Replit's acceptance of such document, unless such modification is expressly agreed to in a separate written amendment signed by both parties.
4. Publicity. Subject to Customer's marketing guidelines, Customer grants Replit a non-exclusive, worldwide, royalty-free right to include Customer's name and logo in any customer listing on Replit's website and marketing presentations. Customer may terminate the foregoing license at any time following the termination of this Agreement, or by providing Replit thirty days written notice, upon which Replit will promptly remove Customer's name and logo.
5. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties will modify or reform the Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions will continue in full force and effect.
6. Assignment of Rights. Replit may assign this Agreement at its sole discretion. Customer may not assign this Agreement in whole or in part without Replit's prior consent, which shall not be unreasonably withheld; provided that Customer may assign this Agreement to a successor in interest in the event of a sale or merger, with written notification. Subject to the terms of this Section, this Agreement will be binding upon the parties hereto and any authorized assigns.
7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemics, or other acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of the delay and to resume performance as soon as possible.
8. Independent Contractors. The relationship of the parties is that of independent contractors, neither party is an agent or partner of the other. Neither party will have, and will not represent to any party that it has, any authority to act on behalf of or bind the other party.
9. No Waiver. The failure or delay of a party at any time to require performance of any term or condition of this Agreement will not affect such party's right to enforce such term or condition, or any other provision of this Agreement, at a later time. Each waiver will only be effective if in writing and signed by both parties.
10. Agreement Revisions. Replit may make modifications to this Agreement by providing ten days' prior notice by email to the address associated with Customer's account via the Platform. The modifications to this Agreement will be considered agreed to by the Customer and will apply thereafter.
11. Survival. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.