Terms of Service

Welcome to Autter! These Terms of Service ("Terms") form a binding agreement between Autter ("Company," "we," "us," or "our") and you ("Customer," "you," or "your"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use our Services.

The complete agreement between you and Autter (the "Agreement") includes these Terms, our Data Processing Addendum ("DPA"), and any applicable Orders or exhibits. In the event of a conflict, the DPA takes precedence over these Terms, and these Terms take precedence over any Orders.

1. Definitions

• "Authorized User" means any employee, consultant, contractor, or agent you authorize to access the Services on your behalf.
• "Customer Content" means all data, code, materials, and information you or your Authorized Users submit to the Services, excluding Usage Data.
• "Documentation" means user guides, manuals, and help materials made available at autter.dev/docs.
• "Autter CLI" means our proprietary command-line interface tool for AI-powered code review.
• "Autter Platform" means the website located at autter.dev and all related web applications.
• "Usage Data" means technical logs, telemetry, API call metadata, feature usage statistics, and interaction metrics generated through your use of the Services.
• "Services" means the Autter Platform, CLI, and all related products and services provided by us.

2. Interpretation

In these Terms, unless the context requires otherwise: "including" means "including without limitation"; "or" is not exclusive; references to the singular include the plural and vice versa; and headings are for convenience only and do not affect interpretation.

3. Accounts, Subscriptions, and Free Trials

Account Registration

To use the Services, you must create an account with accurate and complete information. Your account is personal and non-transferable. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities under your account.

Subscriptions and Payment

Paid subscriptions renew automatically at the then-current rate on a monthly or annual basis, as selected at checkout. We will provide reasonable advance notice of any price changes. You may cancel your subscription before the next renewal date to avoid further charges.

Renewal

Subscriptions auto-renew at the end of each billing period unless you cancel before the renewal date. You may cancel through your account settings or by contacting hello@autter.dev.

Refund Policy

All payments are non-refundable except in exceptional circumstances such as extended service outages. Refund requests may be directed to hello@autter.dev.

Free Trials

We may offer free trial periods at our discretion. If you do not cancel before the trial ends, your account will automatically convert to a paid subscription and your payment method will be charged.

4. Access and Use

Platform Access

Subject to your compliance with these Terms and payment of applicable fees, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for your internal business operations.

GitHub Integration

Certain features require a GitHub account. By connecting your GitHub account, you authorize Autter to access your profile information and repositories within the scope permitted by GitHub. We are not responsible for GitHub's products, services, or availability.

Documentation

We grant you a limited, non-exclusive right to use the Documentation for internal reference purposes in connection with your use of the Services.

CLI Installation

You may download and install the Autter CLI on your local systems in accordance with the Documentation.

Use Restrictions

You agree not to:

• Copy, modify, distribute, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Remove or alter any proprietary notices or labels
• Upload or transmit malicious code, viruses, or harmful content
• Interfere with, disable, or damage the operation of the Services
• Circumvent any access controls, rate limits, or security measures
• Use the Services for any purpose that violates applicable law

Service Suspension

We may suspend your access to the Services if we reasonably believe you have breached these Terms, pose a security risk, are engaged in fraudulent activity, or if required by law. We will provide commercially reasonable notice before any suspension when practicable.

5. Service Plans, Beta Services, and Add-On Features

Service Plans

We offer different subscription tiers with varying features and capabilities. Your specific plan is identified in your Order or account settings.

Beta Services

We may offer beta or pre-release features from time to time. Beta Services are provided "as is" without any warranties of any kind. We may modify or discontinue Beta Services at any time without notice. Your use of Beta Services is at your sole risk, and you agree not to disclose information about Beta Services without our prior written consent.

Add-On Features

Optional add-on features may be available at additional cost as described on our pricing page. We may adjust add-on pricing at any time. If we increase the price of an add-on you are using, you may discontinue it without penalty and receive a pro-rata refund for the unused portion.

6. Customer Responsibilities

Acceptable Use

You must use the Services in compliance with all applicable laws and regulations. You may not use the Services for any unlawful, fraudulent, harassing, or abusive purpose.

Customer Content

You represent and warrant that you have all necessary rights to the Customer Content you submit. You grant us a non-exclusive, worldwide, royalty-free license to use Customer Content solely as necessary to provide, maintain, and improve the Services.

Authorized User Conduct

You are responsible for the actions of all Authorized Users on your account. Any breach of these Terms by an Authorized User constitutes a breach by you.

Third-Party Integrations

The Services may integrate with third-party platforms such as GitHub, Slack, and other developer tools. We are not responsible for the content, availability, or practices of any third-party services.

7. Fees and Payment

Fees

Fees are based on the total number of Authorized Users during each billing period, as specified in your Order or subscription plan.

Payment Terms

All fees are billed in advance in U.S. dollars. Fees are non-cancelable and non-refundable except as expressly stated in these Terms.

Automatic Billing

By providing a payment method, you authorize us to charge it automatically for all recurring subscription fees.

Late Payments

Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We may recover reasonable collection costs, including attorney fees. We reserve the right to suspend access after 15 days of non-payment.

Taxes

You are responsible for all applicable taxes and duties, excluding taxes based on our net income.

8. Confidential Information

Definition

"Confidential Information" means any information disclosed by either party that is marked as confidential or that a reasonable person would understand to be proprietary. The Autter Platform, CLI, pricing, and these Terms are deemed Autter Confidential Information.

Obligations

The receiving party will maintain the confidentiality of the disclosing party's Confidential Information and will only disclose it to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the Confidential Information.

Required Disclosures

Disclosure is permitted if required by law or court order, provided the receiving party gives the disclosing party written notice where legally permissible.

Duration

Confidentiality obligations survive for five years after termination of the Agreement. Trade secrets are protected for as long as they qualify as such under applicable law.

9. Privacy

Our collection and use of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Addendum.

10. Intellectual Property, Feedback, and AI Features

Customer Content Ownership

You retain all ownership rights in your Customer Content. You grant us a non-exclusive license to use Customer Content as necessary to provide and improve the Services.

Autter IP

We own all rights, title, and interest in and to the Services, CLI, Platform, Usage Data, Documentation, and all related intellectual property. All rights not expressly granted herein are reserved by us.

Feedback

If you provide suggestions, ideas, or other feedback about the Services ("Feedback"), we may freely use such Feedback without any obligation to you, including without attribution or compensation. You assign all rights in Feedback to us.

AI Features

The Services may provide access to AI and large language model ("LLM") capabilities. Inputs you provide to and outputs generated by AI features are treated as Customer Content.

AI Accuracy Disclaimer

Autter makes no representations or warranties with respect to the accuracy, completeness, or reliability of any AI-generated outputs. You are solely responsible for reviewing and validating all AI outputs before relying on them.

AI Usage Restrictions

You agree not to use AI outputs to:

• Infringe upon the rights of any third party
• Train or fine-tune other AI or machine learning models
• Misrepresent AI-generated content as human-authored
• Make automated decisions that discriminate against or harm individuals

AI Output Ownership

To the extent permitted by applicable law, you own the outputs generated through your use of AI features. We assign any rights we may have in such outputs to you. You grant us a license to use outputs as necessary to provide and improve the Services.

11. Modifications to the Services

We may modify, update, or discontinue any part of the Services at any time. For material changes, we will provide at least 30 days' prior notice. Your continued use of the Services after such notice constitutes acceptance of the changes.

12. Disclaimer of Warranties

The Services (including any Beta Services) are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Autter disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components.

13. Indemnification

You agree to indemnify, defend, and hold harmless Autter and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from: (a) your breach of these Terms; (b) your misuse of the Services; (c) your negligence or willful misconduct; or (d) your Customer Content. You may not settle any claim without our prior written consent.

14. Limitation of Liability

Except for cases of gross negligence or willful misconduct, our aggregate liability under these Terms shall not exceed the total amounts you paid to Autter during the twelve (12) month period preceding the event giving rise to the claim.

In no event shall Autter be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, regardless of the theory of liability, even if advised of the possibility of such damages.

15. Term and Termination

Term

These Terms take effect when you first access or use the Services and continue until terminated. Paid subscriptions auto-renew on a monthly or annual basis (as specified in your Order) unless cancelled before the renewal date.

Renewal Pricing

Renewal pricing will be at or below our then-current list pricing at the time of renewal.

Termination

We may suspend or terminate your account at any time if you breach these Terms, or for any other reason with reasonable notice. Sections 7 through 10, 12 through 14, and 16 through 17 survive termination.

Effect of Termination

Upon termination, all rights granted to you cease immediately. You must destroy all copies of Documentation in your possession. No refunds will be issued for unused portions of your subscription. Outstanding payment obligations survive termination.

16. Dispute Resolution

Informal Resolution

Before filing a formal claim, you agree to contact us at hello@autter.dev to attempt to resolve the dispute informally. We will have 15 days to address the matter before you may pursue formal proceedings.

Binding Arbitration

Any dispute that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, to be held in New York, New York. Either party may seek relief in small claims court as an alternative. You may opt out of this arbitration provision within 30 days of first accepting these Terms by emailing hello@autter.dev.

Class Action Waiver

You and Autter agree that each 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 or representative proceeding.

Time Limitation

Any claim arising under these Terms must be filed within one (1) year of the date the claim first accrued, or the claim is permanently barred.

17. General Provisions

Equitable Remedies

We are entitled to seek specific performance and injunctive relief for any breach or threatened breach of these Terms, without the need to post a bond.

Marketing

You grant us the right to identify you as a customer and use your name and logo in accordance with your brand guidelines for marketing purposes.

Modifications to Terms

We may update these Terms from time to time. For material changes, we will provide notice via email or through the Services. Your continued use after such notice constitutes acceptance of the revised Terms.

Contact Information

Legal and General Inquiries:
Email: hello@autter.dev

Support:
Email: hello@autter.dev

Notices

Notices to you may be sent via email to the address associated with your account or through the Services.

Governing Law and Jurisdiction

These Terms are governed by the laws of the State of New York without regard to conflict of laws principles. You consent to the exclusive jurisdiction of the courts located in New York, New York for any disputes not subject to arbitration.

Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that we may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Subcontractors

We may engage subcontractors (including hosting, infrastructure, and CDN providers) to perform obligations under these Terms. We remain responsible for their performance.

Relationship of the Parties

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

Export Compliance

The Services are subject to U.S. export control laws and regulations. You agree to comply with all applicable export restrictions.

U.S. Government Rights

The Services are "commercial items" as defined in the Federal Acquisition Regulation. Government use is subject to the terms of these Terms.

Waiver

No waiver of any right or provision of these Terms is effective unless in writing. Failure to enforce any provision does not constitute a waiver of future enforcement.

Severability

If any provision of these Terms is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, wars, pandemics, government actions, or infrastructure failures, except that payment obligations are not excused.

Entire Agreement

These Terms, together with any Orders and the DPA, constitute the entire agreement between you and Autter regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications.

Counterparts

The Agreement may be executed in counterparts, each of which shall be deemed an original with the same legal effect.

California Residents

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by phone at (800) 952-5210.