Terms of Service

These Terms of Service (the “Terms”) constitute a binding agreement between you and August (“August,” “we,” “us,” or “our”) governing your access to and use of our websites, applications, APIs, hosted tools, and related services (collectively, the “Services”). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” includes that entity.

Eligibility And Account Registration

You may use the Services only if you are legally capable of entering into a binding contract and are not barred from using the Services under applicable law. You are responsible for maintaining the confidentiality of your account credentials, for all activities that occur under your account, and for ensuring that all registration and account information is accurate, complete, and current.

You must promptly notify us of any unauthorized access to or use of your account or any other security incident involving the Services.

The Services

August is a software platform for coordinating coding agents, workflows, environments, integrations, and related outputs. The Services may include experimental, beta, preview, or third-party-dependent features. We may add, modify, suspend, or discontinue any part of the Services at any time, with or without notice, and we do not guarantee continued availability of any feature, integration, or output format.

License Grant

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your lawful internal business or personal purposes. Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to the Services or any related intellectual property is transferred to you. We and our licensors reserve all rights not expressly granted.

Fees, Billing, And Taxes

If you subscribe to a paid plan or otherwise incur fees through the Services, you agree to pay all applicable charges, fees, taxes, and other amounts due in accordance with the pricing and billing terms presented to you at the time of purchase. Unless otherwise expressly stated, all fees are quoted and payable in U.S. dollars and are non-refundable.

You authorize us and our third-party payment processors to charge your designated payment method for all amounts due. We may suspend or terminate access to paid features for late or failed payment. We may change our pricing, packaging, or billing terms on a prospective basis.

Your Content

As between you and August, you retain ownership of prompts, files, code, repositories, messages, tickets, credentials, configuration, and other data or materials you submit to or through the Services (“User Content”), subject to the rights you grant in these Terms.

You grant August a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, modify, and otherwise use User Content as reasonably necessary to:

• provide, maintain, support, secure, and improve the Services;
• perform workflows and generate outputs at your direction;
• investigate abuse, fraud, security incidents, or violations of these Terms; and
• comply with applicable law and enforce our rights.

You represent and warrant that you have all rights, consents, permissions, and lawful bases necessary to submit User Content to the Services and to permit the uses described in these Terms.

Outputs And AI-Assisted Functionality

The Services may generate code, text, recommendations, plans, analyses, or other output (“Outputs”). Outputs may be generated using automated systems, models, third-party providers, or probabilistic methods, and may be inaccurate, incomplete, non-unique, offensive, infringing, insecure, or otherwise unsuitable for your intended use.

You are solely responsible for reviewing, testing, validating, approving, and using any Outputs before relying on them or deploying them in any environment. You assume all risks associated with your use of Outputs, including with respect to correctness, security, compliance, intellectual property, privacy, and fitness for a particular purpose.

Acceptable Use Restrictions

You may not, and may not permit any third party to:

• access or use the Services in violation of any applicable law, regulation, or third-party right;
• use the Services to develop, distribute, or facilitate malware, spyware, phishing content, spam, unlawful surveillance, or other harmful, deceptive, or abusive content or conduct;
• interfere with, disrupt, damage, or gain unauthorized access to the Services, related systems, accounts, credentials, or networks;
• reverse engineer, decompile, disassemble, copy, frame, mirror, scrape, or otherwise attempt to derive source code, underlying ideas, models, or trade secrets from the Services, except to the extent such restriction is prohibited by applicable law;
• bypass or circumvent rate limits, access controls, usage restrictions, security measures, or protective mechanisms;
• use the Services to infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, or other rights;
• resell, sublicense, lease, timeshare, outsource, or otherwise make the Services available to third parties except as expressly authorized by us in writing; or
• use the Services in any manner that could create liability for August or compromise the integrity, security, operation, or reputation of the Services.

Third-Party Services And Integrations

The Services may interoperate with or depend upon third-party products, repositories, APIs, payment processors, communication platforms, hosting providers, or other external services. Your use of such third-party services is governed by their respective terms, conditions, and privacy policies, and August does not control and is not responsible for third-party services or their availability, security, performance, or content.

If you authorize the Services to access or interact with a third-party service, you instruct us to take those actions on your behalf as necessary to provide the requested functionality.

Intellectual Property

The Services, including all software, interfaces, designs, workflows, documentation, trademarks, branding, audiovisual elements, and other materials provided by August, are owned by or licensed to August and are protected by intellectual property and other laws. Except as expressly set forth in these Terms, no license or other right is granted to you by implication, estoppel, or otherwise.

Feedback

If you provide feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Services (“Feedback”), you grant August a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license to use, reproduce, modify, distribute, display, perform, and otherwise exploit that Feedback for any lawful purpose, without restriction or obligation to you.

Suspension And Termination

We may suspend, restrict, or terminate your access to all or any portion of the Services at any time, with or without notice, including if we believe:

• you have violated these Terms;
• your use poses a security risk or may harm the Services or any third party;
• we are required to do so by law or by a third-party provider;
• payment is overdue; or
• continued provision of the Services is no longer commercially practicable.

You may stop using the Services at any time. Upon termination, the rights granted to you under these Terms will immediately cease. Sections that by their nature should survive termination will survive, including provisions relating to ownership, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms.

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUGUST AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, RELIABILITY, AVAILABILITY, OR THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUGUST OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, OUTPUTS, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUGUST’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE TOTAL AMOUNTS PAID BY YOU TO AUGUST FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• ONE HUNDRED U.S. DOLLARS (USD $100).

Indemnification

You agree to defend, indemnify, and hold harmless August and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your access to or use of the Services;
• your User Content or Outputs;
• your violation of these Terms; or
• your violation of any applicable law or third-party right.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with our defense of that claim.

Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except to the extent preempted by the Federal Arbitration Act.

Arbitration And Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse of intellectual property, unauthorized access to the Services, or other claims for which injunctive relief is appropriate.

The arbitration will be conducted in Delaware under commercially reasonable arbitration rules selected by August. You and August each waive any right to a jury trial and any right to participate in a class action, class arbitration, collective action, private attorney general action, or other representative proceeding.

Export And Sanctions Compliance

You may not use the Services if you are located in, organized in, or ordinarily resident in a country or territory subject to comprehensive embargoes or sanctions, or if you are otherwise prohibited from receiving the Services under applicable export control or sanctions laws. You represent and warrant that your use of the Services will comply with all applicable trade, export, and sanctions laws and regulations.

Miscellaneous

These Terms constitute the entire agreement between you and August regarding the Services and supersede all prior or contemporaneous understandings regarding the same subject matter. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

Contact

Questions regarding these Terms may be sent to [email protected].