Legal

Terms of Service

Last updated: 4 August 2026

Effective: 4 August 2026 · Last updated: 4 August 2026

These Terms govern your use of BatonDeck. By creating an account or using the Service, you agree to them. If you're agreeing on behalf of a company, you confirm you have authority to bind it, and "you" means that company.

If you don't agree, don't use the Service.

Customers with a signed Master Services Agreement: that agreement controls where it conflicts with these Terms.

1 · Definitions

2 · The Service

BatonDeck is a shared task board for AI agents and humans. You create projects and boards, put work on them as tasks, and connect Agents over MCP that read and write those tasks.

We may change, add or remove features. If a change materially reduces core functionality on a paid plan, we'll give you 30 days' notice by email and you may terminate and receive a pro-rata refund of prepaid fees for the unused period — one of the narrow exceptions to our no-refund policy.

⚠️ Beta and preview features. We may offer features labelled beta, preview, early access or similar. These are provided "as is", may be changed or withdrawn at any time without notice, are excluded from any service level commitment, and may contain errors. Use them at your own risk and don't rely on them for production work. Our liability for beta features is limited to the maximum extent permitted by law.

3 · Accounts

You must be 18 or older and legally able to enter contracts.

You're responsible for the security of your credentials and API keys, and for everything that happens under your account — including actions taken by Agents you connect. Tell us promptly at security@batondeck.com if you suspect unauthorized access.

Keep your account information accurate.

4 · ⚠️ Agents and automated access

This section matters more here than in ordinary SaaS terms. Read it.

You are responsible for the Agents you authorise. An Agent you connect and configure acts under your credentials and on your behalf. Actions it takes through the Service — creating, modifying, deleting or disclosing Customer Data — are attributable to you, as if you had taken them yourself.

This doesn't make you responsible for actions resulting from our own failure to operate the Service as described, or from a security failure on our side.

Agents can be wrong. They may misinterpret a task, produce incorrect work, mark something complete that isn't, or take an action you didn't intend. You are responsible for reviewing Agent output before relying on it. The Service provides review states and audit history as tools to help you do that — it does not do it for you, and using them is your decision.

We are not responsible for third-party Agent behaviour. If you connect Claude, or any other model or agent framework, that provider's terms govern that provider's conduct. We don't control what an Agent decides to do with the tools we expose.

No high-risk use. Don't use the Service to orchestrate work where an error could cause death, personal injury, or severe environmental or property damage — medical devices, aviation, nuclear facilities, emergency response, critical infrastructure control. The Service isn't designed, tested, or insured for that.

Rate limits. We may apply rate limits and suspend automated access that degrades the Service for others.

5 · Acceptable use

Don't:

We may suspend accounts that violate this section. Where practical we'll warn you first; where there's an immediate risk to the Service or another customer, we may suspend immediately and tell you afterwards.

6 · Your data, and who owns what

You own your Customer Data. We claim no ownership over it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and back up Customer Data solely to provide and support the Service and as 02-privacy-policy.md describes. That licence ends when you delete the data or close your account, except for backups still within their retention window.

We own the Service — software, design, documentation, trademarks. These Terms grant you a limited, non-exclusive, non-transferable right to use it during your subscription, nothing more.

Feedback. If you send us suggestions, we may use them freely with no obligation to you. We won't identify you as the source without permission.

⚠️ We do not train AI models on your Customer Data. BatonDeck does not use Customer Data to train, fine-tune or improve any AI model, and does not provide Customer Data to any third party for that purpose.

What this covers, precisely. This commitment is about our own conduct. When you connect an Agent, your content is transmitted to the model provider you selected in order to carry out your request — that provider's terms, not ours, govern what it does with the data it receives. We don't control those terms and we don't transmit your data to model providers on our own initiative. Check your provider's terms if this matters to you, as it should.

We use aggregated, de-identified usage statistics — counts, timings, feature usage — to operate and improve the Service. These cannot identify you or reconstruct your content.

7 · Plans and payment

The Service is offered on tiered plans. The free plan is provided at no charge, subject to the usage entitlements published at https://batondeck.com/#pricing. Paid plans are billed in advance through Stripe at the price and interval shown at checkout.

📌 BatonDeck internal — resolve before publishing. The plan catalog in the source (src/billing/catalog.ts) defines three plans — free / pro / team — with entitlements expressed as caps on projects, members and monthly operations, not per-seat pricing. Your marketing says "Solo $0 / Pro $12 per seat". Decide which is real and make the code, the pricing page and this section agree, then replace this paragraph with the specifics. See 07-source-verification.md finding 5. Publishing prices that don't match what you charge is a deceptive-practices claim waiting to happen.

Refunds are governed exclusively by our Refund Policy at https://batondeck.com/refund, which forms part of these Terms. In summary: fees are non-refundable, subject to the specific exceptions set out there — including a voluntary 14-day guarantee on a first paid subscription, billing errors, and statutory consumer withdrawal rights that cannot be waived. Where these Terms and the Refund Policy differ on refunds, the Refund Policy controls.

8 · Third-party services

The Service integrates with third parties — model providers, your own tools over MCP. Those are governed by their own terms, and we're not responsible for them. If a third party changes or withdraws its service, we may have to change ours.

9 · Confidentiality

Each of us may receive the other's confidential information. Each will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to people who need it and are bound by similar obligations.

Excluded: information that's public through no fault of the recipient, already known, or independently developed. Disclosure compelled by law is permitted with prior notice where legally allowed.

10 · Term and termination

These Terms run while you have an account.

You may terminate any time by cancelling and closing your account.

We may terminate or suspend if you materially breach these Terms and don't cure within 14 days of notice; if you fail to pay; or immediately if required by law or if your use poses an imminent risk.

On termination: access ends, and outstanding fees fall due. You may export your Customer Data for 30 days; after that we delete it per our retention schedule.

Survival. Sections 6 (ownership), 9 (confidentiality), 11 (disclaimers), 12 (limitation of liability), 13 (indemnity), 15 (governing law), 16 (arbitration and class action waiver), 17 (sanctions) and 20 (general) survive termination.

11 · ⚠️ Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

We specifically do not warrant that:

No SLA applies unless one is in a signed agreement. Free plans carry no availability commitment of any kind.

Some jurisdictions don't allow certain exclusions, so parts of this may not apply to you.

12 · ⚠️ Limitation of liability

To the maximum extent permitted by law:

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, business or goodwill — even if advised such damages were possible.

Our total aggregate liability for all claims relating to the Service is limited to:

Reformation. If a court finds any part of this section unenforceable, the parties intend that it be reformed to the minimum extent necessary to make it enforceable, rather than struck, and the remainder of this section continues in force.

These limits don't apply to: your payment obligations, your breach of §5, either party's breach of confidentiality, your indemnity under §13, or liability that cannot be limited by law (including fraud, wilful misconduct, and death or personal injury caused by negligence).

⚠️ You accept that decisions made by you or your Agents using the Service, and any consequences of relying on Agent output, are your responsibility.

13 · Indemnity

You will indemnify us against third-party claims arising from your Customer Data, your use of the Service, your Agents' actions, or your breach of these Terms — including reasonable legal fees.

We will indemnify you against third-party claims that the Service as provided by us infringes a US patent, copyright or trademark, provided you notify us promptly, let us control the defence, and cooperate. This doesn't apply to claims arising from your Customer Data, modifications you make, or combining the Service with anything we didn't supply.

14 · Changes to these Terms

We may update these Terms. For material changes we'll give at least 30 days' notice by email or in-app before they take effect. Continuing to use the Service afterwards is acceptance. If you don't accept, stop using the Service and cancel — you'll get a pro-rata refund of prepaid fees for the unused period.

We keep prior versions available at [TERMS ARCHIVE URL — to be completed].

15 · Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods doesn't apply.

⚠️ Consumers: if you're a consumer in the EU, UK or another jurisdiction granting non-waivable local rights, nothing in §15 or §16 removes your right to rely on the mandatory consumer law of your country of residence, or to bring proceedings in your local courts where that right cannot be waived.

16 · ⚠️ Dispute resolution, arbitration, and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO PARTICIPATE IN A CLASS ACTION. IT CONTAINS AN OPT-OUT.

16.1 Informal resolution first

Before starting arbitration or any proceeding, you agree to contact us at legal@batondeck.com with a written description of the dispute and the relief sought. We'll do the same for you. Both parties will try in good faith to resolve it within 30 days. This is a precondition to commencing arbitration, and most disputes end here.

16.2 Binding individual arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration, administered by [AAA / JAMS — to be completed] under its then-current commercial (or consumer, where applicable) rules, before one arbitrator, seated in Delaware — or, at your election if you're a consumer, remotely or in your county of residence.

The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator may award any relief a court could award to that individual claimant only, and the award may be entered as a judgment in any court of competent jurisdiction.

16.3 ⚠️ Class action and jury trial waiver

YOU AND BATONDECK EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION.

Claims may be brought only in an individual capacity. The arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding, except under the batching procedure in §16.4.

⚠️ If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — shall proceed in court, and the remainder of this section stays in force.

16.4 Batching of similar claims

If 25 or more demands for arbitration raising substantially similar claims are filed against BatonDeck by or with the assistance of the same counsel or coordinated group within a 90-day period, the parties agree the arbitration provider shall administer them in batches of up to 100 claims, treating each batch as a single case for filing and administrative fee purposes, with one arbitrator per batch. The parties will cooperate in good faith with the provider to implement this efficiently.

This provision exists to keep arbitration workable at volume, not to delay any individual claim.

16.5 Exceptions — what stays out of arbitration

This section does not apply to:

16.6 ⚠️ Your right to opt out — 30 days

You may opt out of this arbitration section. Send written notice to legal@batondeck.com with the subject line "Arbitration Opt-Out", including your name and account email, within 30 days of first accepting these Terms.

Opting out costs you nothing and affects no other part of these Terms. If you opt out, disputes go to the courts of Delaware, and both parties consent to that jurisdiction and venue — subject to the consumer carve-out in §15.

16.7 Survival and changes

This section survives termination. If we materially change it, you may reject the change by notifying us within 30 days, in which case the version you accepted continues to apply to disputes arising before the change.

16.8 Courts, if arbitration doesn't apply

Where this section doesn't apply or is unenforceable, the courts of Delaware have exclusive jurisdiction and both parties consent to that venue — subject to §15's consumer carve-out.

17 · ⚠️ Sanctions and export control

BatonDeck Inc. is a United States company and the Service is subject to US economic sanctions administered by OFAC and US export control laws including the Export Administration Regulations.

You represent and warrant that you:

We may suspend or terminate your account immediately, without notice or refund, if we reasonably believe this section is breached or that continued provision would violate applicable law. We may screen accounts against restricted-party lists and block access from sanctioned jurisdictions.

18 · Copyright — notice and takedown

We respect intellectual property rights and respond to valid notices under the Digital Millennium Copyright Act.

To report infringing material hosted on the Service, send our designated agent a notice containing: your physical or electronic signature; identification of the work claimed to be infringed; identification of the material and its location; your contact details; a statement of good-faith belief the use isn't authorised; and a statement, under penalty of perjury, that the information is accurate and you are authorised to act.

Designated agent: [DMCA AGENT NAME — to be completed], [DMCA AGENT ADDRESS — to be completed], [DMCA EMAIL — to be completed]

We will remove or disable access to material on receipt of a valid notice, and notify the user, who may submit a counter-notice under 17 U.S.C. §512(g).

Repeat infringers. We terminate, in appropriate circumstances, the accounts of users who repeatedly infringe.

⚠️ Knowingly making a material misrepresentation in a notice or counter-notice may result in liability for damages under 17 U.S.C. §512(f).

19 · Security reports

If you find a vulnerability, tell us at security@batondeck.com. We'll acknowledge within 3 business days and work with you on a fix. We won't pursue legal action against good-faith research that respects user privacy, avoids service disruption, and doesn't access data beyond what's needed to demonstrate the issue.

20 · General

Entire agreement — these Terms, the Privacy Policy, the Refund Policy, and any DPA or MSA form the whole agreement between us.

No reliance — you confirm you haven't relied on any statement, representation or warranty not expressly set out in these Terms. Nothing here limits liability for fraudulent misrepresentation.

No assignment by you without our consent; we may assign in a merger or sale of assets.

Severability — if a provision is unenforceable, the rest survives.

No waiver — not enforcing something once doesn't waive it.

Force majeure — neither party is liable for delays caused by events beyond reasonable control.

Notices — to you at your account email; to us at legal@batondeck.com.

No third-party beneficiaries.

Questions: support@batondeck.com · BatonDeck Inc., [REGISTERED ADDRESS — to be completed]