1. Acceptance
By downloading, installing, accessing, or using the Capella desktop application (the App) or the capella.dev website (the Site, together the Service), you agree to these Terms of Service (the Terms) and to our Privacy Policy. If you do not agree, do not use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
2. Definitions
- Agent — any third-party AI coding agent or model (for example Claude Code, Codex, Cursor, Gemini, Copilot, Amp, and others) that you install, authenticate, or launch through the App.
- Output — any code, text, or other content generated by an Agent, a model, or a skill in response to your prompts or automated execution.
- User Content — your source code, git history, prompts, configurations, and any other content you use with the App.
3. License to use the App
The App is licensed, not sold. Your right to use the App is governed by the Elastic License 2.0 (ELv2), which is delivered with the App and available at elastic.co/licensing/elastic-license. Among other things, ELv2 prohibits you from providing the App to third parties as a hosted or managed service, and from removing, disabling, or circumventing any license-key functionality. In the event of a conflict between these Terms and ELv2 with respect to the software itself, ELv2 controls.
4. Your account and credentials
Some features may require an account or license key. You are responsible for maintaining the confidentiality of your credentials, for all activity under them, and for promptly notifying us of any unauthorized use. You are responsible for the API keys, OAuth tokens, and other credentials you configure for Agents and model providers.
5. Acceptable use
You agree that you will not, and will not permit any third party to:
- Use the Service in violation of any applicable law, regulation, or third-party right;
- Use the Service to create, store, or transmit material that is unlawful, infringing, defamatory, harassing, or that contains malware;
- Reverse engineer, decompile, or attempt to derive the source code of the App except as expressly permitted by ELv2 or applicable law;
- Remove, alter, or obscure any proprietary, copyright, trademark, or license notices in or on the Service;
- Circumvent or attempt to circumvent license key validation, usage limits, authentication, or other access controls;
- Probe, scan, or test the vulnerability of the Service or breach any security or authentication measures (except in accordance with a written bug-bounty or research agreement with us);
- Use the Service to build, train, or improve a competing product, or to scrape, mirror, or redistribute the App other than as permitted by ELv2;
- Use the Service in a manner that would cause us to violate any third-party license, including any Agent or model provider’s terms.
6. Third-party Agents and services
Capella orchestrates Agents and other services you choose to install and authenticate. Your use of each Agent or service is governed by that provider’s own terms and privacy policy, which you are solely responsible for reviewing and complying with. We are not a party to your relationship with any Agent or provider, do not control them, do not endorse them, and are not responsible for their availability, behavior, pricing, quotas, content moderation, data handling, or output.
Any charges, rate limits, or policy violations incurred with an Agent or provider are solely between you and that provider.
7. Output and user content
Your content stays yours. We do not claim ownership of your User Content or of Output generated on your machine. The App is local-first and does not transmit User Content or Output to us.
AI output disclaimer. Output is produced by probabilistic models and automated tooling. It may be inaccurate, incomplete, insecure, infringing, offensive, or otherwise unsuitable. It may also be similar or identical to output produced for other users. You are solely responsible for reviewing, testing, and deciding whether to use any Output, including code it writes, commands it runs, files it modifies, and commits, pushes, or pull requests it generates. Do not rely on Output for legal, medical, financial, or safety-critical decisions without qualified human review.
Autonomy risk. You can configure the App to run Agents with broad filesystem, shell, and network access, and to act on your behalf (including editing code, running commands, pushing to remotes, opening pull requests, and contacting third-party services). You assume all risk for the consequences of granting such access and for any actions Agents take under your authority. We strongly recommend running Agents against isolated worktrees, using version control, and reviewing diffs before merging.
Your responsibilities. You represent and warrant that you have all rights necessary to use the User Content with the Service, and that your use of the Service and any Output complies with applicable law and third-party rights.
8. Remote access
If you enable remote access, you are solely responsible for configuring the network path (LAN, Tailscale, Cloudflare Tunnel, or similar), authorizing devices, and safeguarding the credentials involved. We do not operate a relay for this traffic and are not responsible for unauthorized access resulting from your configuration, your network, or third-party services you connect.
9. Feedback
If you send us feedback, ideas, or suggestions about the Service, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback into the Service without obligation to you.
10. Fees and billing
Parts of the Service may be offered under paid plans. Fees, billing terms, and any refund policy will be disclosed at purchase. Except where required by law, fees are non-refundable. You are responsible for all taxes associated with your use, other than taxes based on our net income. We may change pricing prospectively on reasonable notice.
11. Changes to the Service
The Service is under active development. We may add, change, suspend, or remove features at any time, and may release updates that are required to continue using the App. We may also impose reasonable usage limits to protect the Service.
12. Termination
You may stop using the Service at any time. We may suspend or terminate your access to all or part of the Service at any time, with or without notice, if we believe you have violated these Terms or ELv2, if required by law, or to protect the Service or other users. Sections that by their nature should survive termination will survive, including Sections 5–7 and 13–20.
13. Disclaimer of warranties
THE SERVICE, INCLUDING ALL SOFTWARE, OUTPUT, AND CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT OUTPUT WILL BE ACCURATE, RELIABLE, NON-INFRINGING, OR FIT FOR ANY PURPOSE; OR THAT ANY DATA WILL NOT BE LOST OR CORRUPTED.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR LICENSORS, SUPPLIERS, OR CONTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, CODE, WORK PRODUCT, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) USD $100.
These limitations apply notwithstanding the failure of any limited remedy of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in such jurisdictions our liability is limited to the smallest extent permitted by law.
15. Indemnification
You will defend, indemnify, and hold harmless Capella, its affiliates, and their respective officers, directors, employees, contributors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your User Content or Output you use or distribute; (b) your use of, or actions taken via, any Agent or third-party service through the App; (c) any action an Agent takes under credentials or permissions you supply; (d) your breach of these Terms, ELv2, or any third-party terms; or (e) your violation of any law or third-party right. We may assume exclusive control of any matter subject to indemnification, in which case you agree to cooperate with our defense.
16. Export and sanctions
You may not use, export, re-export, or transfer the Service in violation of any applicable export-control or sanctions laws, including Canada’s Export and Import Permits Act, Special Economic Measures Act,Justice for Victims of Corrupt Foreign Officials Act, and United Nations Act, as well as the export-control and sanctions regimes of the United States, the United Kingdom, and the European Union. You represent that you are not located in, and are not a national or resident of, any country or region subject to a comprehensive Canadian, U.S., UK, or EU embargo, and that you are not listed on any applicable prohibited- or restricted-party list.
17. Consumer rights (where applicable)
Nothing in these Terms is intended to limit any consumer rights you have under mandatory law that cannot be waived by contract, including any rights under the British Columbia Business Practices and Consumer Protection Act, Canada’s Competition Act, or equivalent legislation in your jurisdiction. Where any limitation in these Terms is not permitted by such law, that limitation applies only to the extent permitted.
18. Governing law and venue
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the courts located in Vancouver, British Columbia will have exclusive jurisdiction over any action not subject to arbitration, and you consent to personal jurisdiction and venue in those courts.
19. Binding arbitration and class-action waiver
Please read this section carefully. It affects your legal rights.
Except where prohibited by mandatory consumer-protection law in your jurisdiction, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally within 30 days will be referred to and finally resolved by binding individual arbitration administered by the ADR Institute of Canada, Inc. under its then-current Arbitration Rules. The arbitration will be conducted before a single arbitrator, in English, on the basis of written submissions unless an in-person or video hearing is requested, and the seat of arbitration will be Vancouver, British Columbia (hearings may be conducted remotely).
YOU AND CAPELLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding. Notwithstanding the foregoing, either party may bring an individual action in a small-claims or civil-resolution tribunal of competent jurisdiction, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property or confidential information. If any portion of this Section 19 is found unenforceable, the remainder will remain in effect, except that if the class-action waiver is found unenforceable, this Section 19 as a whole is void and disputes will proceed in the courts identified in Section 18.
30-day opt-out. You may opt out of this arbitration provision by sending a written notice to legal@capella.dev within 30 days of first accepting these Terms, including your name and a clear statement that you opt out of arbitration.
20. Miscellaneous
- Entire agreement. These Terms, the Privacy Policy, and ELv2 constitute the entire agreement between you and us regarding the Service and supersede any prior agreements.
- Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
- No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
- Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- No agency. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship.
- Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
- Updates. We may update these Terms from time to time. If we make material changes, we will announce them on the Site or in the App. Continued use of the Service after an update constitutes acceptance of the revised Terms.
- Notices to us. Legal notices should be sent to legal@capella.dev.