MagnitudeMagnitude

Terms of Service

Effective date: May 16, 2026 | Version 1.0

Welcome to Magnitude. Please read these Terms of Service (the “Terms”) carefully — they govern your use of the Magnitude command-line tool, our website at magnitude.dev, our developer console at app.magnitude.dev, our API, and any related software or services we provide (together, the “Services”).

These Terms are a binding contract between you and Magnitude AI Inc. (“Magnitude,” “we,” “us”). By downloading, installing, accessing, or using the Services — or by clicking “I agree” where presented — you agree to these Terms. If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.

If you do not agree to these Terms, do not use the Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER. Except for certain disputes described in Section 14 below, you and Magnitude agree that any disputes between us will be resolved by binding individual arbitration, and you waive the right to a jury trial and the right to participate in a class action. See Section 14 for details, including how to opt out within 30 days.

Our open source software released under a public license (for example, our CLI repository on GitHub) is licensed to you under the terms of that license, which controls your use of that source code. These Terms apply to your use of our hosted Services.

1. What Magnitude Is

Magnitude is an AI-powered coding agent. The Magnitude CLI runs on your local machine and connects to our hosted backend, which routes your prompts to large language models hosted by third-party inference providers (each, a “Model Provider”) to generate responses. Magnitude can read and write files in your working directory and run shell commands on your computer, subject to the safeguards and approval flows built into the CLI.

You are responsible for what the agent does on your machine. Magnitude includes safeguards (tool approvals, read-only git defaults, a working-directory boundary, and a forbidden-commands list), but these are not a substitute for your own review. You should not run the agent against code or data you cannot afford to lose, and you should review and back up your work.

2. Eligibility and Accounts

2.1 Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction (whichever is higher), to use the Services. By using the Services, you represent that you meet this requirement, that your use complies with all laws that apply to you, and that you have not previously been suspended or banned from the Services.

2.2 Accounts

To use the Services you need to register an account through our developer console. You may sign in with GitHub or Google, and we will receive basic profile information from those providers as described in our Privacy Policy. You agree to provide accurate information and to keep it current.

2.3 Account Security

You are responsible for keeping your account credentials and API keys confidential, and for all activity that occurs under your account or with your API keys. API keys are stored on your local machine in plain text by default; treat them like a password. If you believe your account or an API key has been compromised, revoke the key in the developer console and contact us at contact@magnitude.dev immediately. We are not liable for losses caused by unauthorized use of your account or keys that resulted from your failure to keep them secure.

2.4 One Account per User

An individual or entity may only maintain one active account, unless we agree otherwise in writing. We may suspend or remove duplicate accounts.

3. Acceptable Use

You agree not to use the Services, or permit anyone else to use the Services, to:

  • violate any law, regulation, or the rights of any third party (including intellectual property, privacy, or publicity rights);
  • generate, distribute, or facilitate malware, exploits, phishing campaigns, or other code intended to cause harm;
  • generate content that is harassing, defamatory, obscene, sexually explicit involving minors, or that incites violence;
  • attempt to discover, extract, or reverse-engineer the source code, model weights, prompts, or underlying ideas of the Services, or any non-public component (this does not restrict your rights under any open source license that applies to our published code);
  • interfere with, disrupt, or place unreasonable load on the Services, or attempt to circumvent any access controls, rate limits, or usage quotas;
  • use the Services to develop, train, or evaluate a competing AI product, large language model, or coding agent, including by scraping or programmatically harvesting outputs;
  • misrepresent AI-generated output as human-generated where doing so is deceptive or illegal;
  • submit data subject to special legal protections (for example, protected health information under HIPAA, cardholder data under PCI-DSS, or financial data under GLBA) unless we have agreed in writing to support it;
  • share, resell, or sublicense access to your account or API keys to third parties, except as expressly permitted; or
  • use the Services in violation of U.S. export control or sanctions laws (see Section 16).

We may suspend or terminate your account for any violation. We may also take action without notice in cases where we reasonably believe continued use poses a security or legal risk.

4. Your Content, Your Code, and Output

4.1 What “Content” Means

As you use Magnitude, you submit information to the Services (“Input”) and receive results back (“Output”). Input includes your prompts and messages, files the CLI reads from your working directory and sends as context (including source code), git metadata, shell command output, and similar material. Output includes the agent’s responses and the file edits or commands it proposes. Input and Output together are referred to as “Content.”

4.2 Ownership

As between you and us, and to the extent permitted by law, you retain ownership of your Input and you own the Output. We assign to you whatever right, title, and interest we may have in the Output you generate through the Services.

Because Output is produced by AI models, similar or identical Output may be generated for other users from similar prompts. Our assignment of Output to you does not extend to other users’ Output, and you do not acquire any exclusive rights against other users.

4.3 How We Use Your Content

We use your Content only as needed to provide and operate the Services — for example, to route your prompts to a Model Provider, to return responses to your CLI, to enforce these Terms, to comply with law, and to keep the Services secure.

4.4 Content Sent to Model Providers

To answer your prompts, we forward your Input to the Model Provider hosting the selected model, and your Content is subject to that provider’s terms and data-handling practices in addition to ours. We have selected Model Providers that we believe offer appropriate data protections for the Services, but we do not control them and cannot guarantee their practices. The current list of Model Providers, and a summary of their data-handling practices, is in our Privacy Policy. You agree that we may forward your Content to Model Providers as part of delivering the Services.

4.5 You Are Responsible for Your Content

You represent that you have all rights necessary to submit your Input to the Services, that doing so does not violate any law or third-party right, and that you will review Output before relying on it. You are solely responsible for any code, commands, or other Output you choose to keep, run, deploy, or distribute.

4.6 Feedback

If you send us feedback, ideas, bug reports, or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that feedback for any purpose without obligation to you. Please don’t send us anything you consider confidential.

5. Fees and Billing

5.1 Credits and Fees

Use of the Services is billed on a pre-paid credit basis. You purchase credits in our developer console, and credits are consumed as you use the Services based on the model you select and the volume of your usage. Current pricing is posted in the developer console, and we may change prices prospectively by updating the console. Credits have no cash value, are not redeemable for cash, and are non-refundable except as required by law or as expressly stated in these Terms.

5.2 Authorization to Charge

We use a third-party payment processor (currently Stripe, through the Autumn billing platform) to process payments. By paying for the Services, you also agree to the payment processor’s terms and privacy policy. By purchasing credits, you authorize us and our payment processor to charge your selected payment method for the credits you purchase. If you enable auto-reload, you additionally authorize us to charge your saved payment method off-session each time your balance falls below the threshold you configure, until you turn auto-reload off. You can manage payment methods and auto-reload settings in the developer console.

5.3 Usage Limits

We may impose usage limits or rate limits to protect the Services from abuse or unexpected load, and we may adjust these limits at any time. If you exceed a limit, your requests may be slowed or rejected until the next window.

5.4 Taxes

Prices do not include taxes unless stated. You are responsible for any sales, use, value-added, or similar taxes associated with your purchase, other than taxes based on our net income.

5.5 Billing Disputes

If you believe you’ve been billed in error, contact us at contact@magnitude.dev within 60 days of the charge. Initiating a chargeback without first contacting us may result in suspension or termination of your account.

6. Licenses

6.1 License to the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own development purposes (including use within your organization). All rights not expressly granted are reserved.

6.2 Open Source CLI

The Magnitude CLI source code is published under the Apache License 2.0. Your use of that source code is governed by the Apache License, not these Terms. These Terms apply when you use the CLI to connect to our hosted Services, and when you use our website, developer console, or API.

6.3 Our IP

We own all right, title, and interest in and to the Services, including our website, developer console, hosted API, branding, and the underlying software (other than the open source CLI source code and other open source components, which are licensed under their respective licenses). These Terms do not transfer any of our IP to you, except for the limited rights expressly granted.

7. Third-Party Services

The Services rely on third-party providers, including Model Providers, our payment processor, our authentication and database provider, and our hosting provider. The current list of these providers and the data we share with them is in our Privacy Policy. Each third party has its own terms and privacy practices, which apply to data we share with them. We do not control these third parties and are not responsible for their acts or omissions.

The Magnitude CLI can also, at your direction, fetch arbitrary web pages and perform web searches. The third-party sites and services accessed through those features are not under our control, and you use them at your own risk.

8. Changes to the Services

We are actively developing Magnitude and the Services will change over time. We may add, remove, modify, or discontinue features (including models we route to) at any time, with or without notice. We will use reasonable efforts to notify users in advance of changes that materially reduce functionality. We will not be liable to you for any change, suspension, or discontinuation of the Services, except that we will refund the prorated unused portion of pre-paid credits if we discontinue the Services entirely or terminate your account without cause.

9. Term and Termination

9.1 Term

These Terms apply from the time you first access or use the Services and remain in effect until terminated.

9.2 Termination by You

You can stop using the Services at any time. To close your account, contact us at contact@magnitude.dev.

9.3 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without notice, including if we believe you have violated these Terms, if your account poses a security or legal risk, or if your account has been inactive for an extended period. Where reasonably feasible and where doing so would not increase risk, we will try to notify you first.

9.4 Effect of Termination

On termination, your license to use the Services ends and we may delete your account data after a reasonable period (subject to our Privacy Policy and applicable law). You remain responsible for any fees accrued before termination. Sections that by their nature should survive termination will survive, including Sections 4 (Your Content), 5 (Billing, with respect to accrued amounts), 6.3 (Our IP), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law), 14 (Dispute Resolution), and 17 (General).

10. Disclaimers

THE SERVICES, ALL CONTENT INCLUDING OUTPUT, AND ANY MODELS OR THIRD-PARTY COMPONENTS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR FIT FOR YOUR PURPOSES. AI MODELS CAN HALLUCINATE, GENERATE INSECURE OR INCORRECT CODE, AND PRODUCE OUTPUTS THAT REFLECT BIASES PRESENT IN THEIR TRAINING DATA. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUT BEFORE RELYING ON IT, ESPECIALLY BEFORE RUNNING GENERATED COMMANDS, DEPLOYING GENERATED CODE TO PRODUCTION, OR USING OUTPUT IN ANY SAFETY-CRITICAL CONTEXT.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, the disclaimers apply to the maximum extent permitted by law.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MAGNITUDE, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) AND (B) THE AMOUNTS YOU PAID TO MAGNITUDE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT INCREASE THIS CAP.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In that case, our liability is limited to the maximum extent permitted by law. You and we agree that the limitations in this Section 11 are an essential basis of the bargain between us, and that they apply even if any limited remedy fails of its essential purpose.

12. Indemnification

You agree to defend, indemnify, and hold harmless Magnitude and its officers, directors, employees, contractors, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use or misuse of the Services; (b) your Content; (c) your violation of these Terms or any applicable law; or (d) your violation of any third-party right. We may assume control of the defense and settlement of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense and not to settle any such matter without our prior written consent.

13. Governing Law

These Terms, and any dispute arising out of or related to these Terms or the Services, are governed by the Federal Arbitration Act, applicable U.S. federal law, and the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 14 (Dispute Resolution by Arbitration), the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any judicial proceeding permitted by these Terms, and you and we consent to that jurisdiction and venue.

14. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. It requires you and Magnitude to resolve most disputes by binding individual arbitration rather than in court, and waives your right to a jury trial and to bring claims as part of a class action. You may opt out within 30 days by following the procedure in Section 14.8.

14.1 Scope

You and Magnitude agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, our marketing or advertising, or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after the effective date of these Terms, will be resolved by binding individual arbitration as described in this Section 14.

Exceptions: either party may (a) bring an individual action in small-claims court for claims within that court’s jurisdiction, and (b) seek injunctive or other equitable relief in court to protect intellectual property rights (such as patents, copyrights, trademarks, or trade secrets). Disputes about the scope or enforceability of this arbitration agreement are for the arbitrator to decide, except that a court (not the arbitrator) will decide challenges to the class-action waiver in Section 14.5.

14.2 Informal Resolution First

Before initiating arbitration, the party raising the dispute must send the other a written notice of dispute (an “Informal Notice”) by email and by certified mail, describing the nature and basis of the claim and the relief sought. Notices to Magnitude must be sent to contact@magnitude.dev and to: Magnitude AI Inc., 800 Indiana St., San Francisco, CA 94107. Notices to you will be sent to the email address on your account. The parties will then attempt in good faith to resolve the dispute by phone or video within 60 days after the Informal Notice is received. If the dispute is not resolved within that period, either party may initiate arbitration.

14.3 Arbitration Rules and Procedures

Arbitration will be administered by JAMS (www.jamsadr.com) under its Streamlined Arbitration Rules and Procedures for claims under $250,000 (excluding fees and interest), and under its Comprehensive Arbitration Rules and Procedures for larger claims, in each case in effect at the time arbitration is commenced. Arbitration will be conducted by one neutral arbitrator with substantial experience in resolving commercial contract and intellectual property disputes. The arbitrator will be selected from the appropriate JAMS list under those rules.

Unless you and we agree otherwise, the arbitration will be conducted in English, in the U.S. county where you live; if your claim is for $25,000 or less, you may elect to conduct the arbitration solely on the basis of documents submitted to the arbitrator, by telephone, or by video. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

14.4 Arbitration Costs

Payment of all filing, administration, and arbitrator fees will be governed by the applicable JAMS rules, except that Magnitude will pay all arbitration fees for claims of less than $75,000 brought by you in good faith. Each party bears its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing party where authorized by applicable law (including where the arbitrator finds a claim was frivolous or brought for an improper purpose).

14.5 Waiver of Jury Trial; Class-Action Waiver

BY AGREEING TO THESE TERMS, YOU AND MAGNITUDE WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY ON ALL DISPUTES COVERED BY THIS ARBITRATION AGREEMENT.

ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. NEITHER YOU NOR MAGNITUDE MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S CLAIMS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF DIFFERENT PARTIES.

If a court decides that this class-action waiver is unenforceable as to any particular claim or request for relief, that claim or request will be severed and litigated in the courts identified in Section 13, while all other claims remain subject to arbitration.

14.6 Batch Arbitration

If 25 or more substantially similar arbitration demands are filed against Magnitude within a 60-day period by the same law firm or coordinated group of lawyers, JAMS will (a) administer the demands in batches of up to 50 demands per batch, (b) appoint a single arbitrator for each batch, and (c) provide for a single set of filing and administrative fees per batch. The parties will cooperate in good faith with JAMS to implement this batching process.

14.7 Confidentiality

Except as required to enforce an award or to comply with law, the parties and the arbitrator will keep the existence, content, and result of the arbitration confidential.

14.8 Right to Opt Out

You may opt out of this arbitration agreement by sending written notice to contact@magnitude.dev, or by certified mail to Magnitude AI Inc., 800 Indiana St., San Francisco, CA 94107, within 30 days of first accepting these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other part of these Terms. If you opt out, disputes will be resolved in the courts identified in Section 13.

14.9 Severability and Survival

If any portion of this Section 14 (other than the class-action waiver in Section 14.5) is found unenforceable, it will be severed and the rest of this Section 14 will remain in effect. This Section 14 survives termination of these Terms and your relationship with us.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post a notice on our website and update the “Effective date” above; for changes that affect your rights in a material way, we will also try to notify you by email. Your continued use of the Services after a change takes effect means you accept the updated Terms. If you don’t agree to a change, your remedy is to stop using the Services. Changes to the arbitration agreement in Section 14 will not apply to disputes for which we had actual notice before the change.

16. Export Controls and Sanctions

You agree to comply with all U.S. and other applicable export-control and sanctions laws. You may not use, export, or re-export the Services to, or for the benefit of, anyone located in a country or region subject to a comprehensive U.S. embargo, or to any party on a U.S. government restricted-party list (including the Treasury Department’s Specially Designated Nationals list or the Commerce Department’s Entity List). You represent that you are not located in such a country and are not on any such list. You also will not use the Services in connection with the development of nuclear, chemical, or biological weapons or missiles.

17. General

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms we present for specific features, are the entire agreement between you and Magnitude regarding the Services, and supersede any prior agreements on the same subject matter.

17.2 Assignment

You may not assign or transfer these Terms or your rights under them, in whole or in part, without our prior written consent. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, financing, or sale of assets. Any attempted assignment in violation of this section is void.

17.3 Severability

If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in effect.

17.4 No Waiver

Our failure to enforce any provision is not a waiver of that provision or of any later right to enforce it.

17.5 Independent Contractors

You and Magnitude are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

17.6 No Third-Party Beneficiaries

Except as expressly stated in Section 11 (which protects Magnitude’s affiliates and personnel) and Section 14 (which extends to our personnel as third-party beneficiaries of the arbitration agreement), there are no third-party beneficiaries to these Terms.

17.7 Electronic Notices

By using the Services, you consent to receiving communications from us electronically (by email or notices in the developer console). Electronic communications satisfy any legal requirement that communications be in writing.

17.8 Force Majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor disputes, internet or telecommunications outages, or failures of third-party services (including Model Providers).

17.9 California Notice

Under California Civil Code Section 1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

17.10 Headings; Interpretation

Section headings are for convenience only and have no legal effect. “Including” means “including without limitation.”

17.11 Contact

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

Magnitude AI Inc. 800 Indiana St. San Francisco, CA 94107 Email: contact@magnitude.dev