Terms of Service

Last updated: October 21, 2025

Welcome, and thank you for your interest in Sprint Labs, Inc ("Async," "we," or "us"), makers of the Async software platform. These Terms of Service ("Terms") govern your access to and use of Async's software, platform, APIs, Documentation, and related tools, including the website www.asyncind.com, and all related software made available by Async to build, deploy, host, and manage software projects (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") with Async, your use of the Service is governed by that MSA.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1. Provision of Access

Async is an applied research company working on automating coding and data engineering work. The Service offers a suite of coding tools driven by machine learning to help developers and data professionals write code more easily and efficiently and can provide suggested code, outputs or other functions. Subject to your compliance with these Terms, Async grants you a limited right to access and use the Service.

1.2. Content

You may provide inputs to the Service ("Inputs") and receive code, outputs, or other functions based on the Inputs provided by you (collectively, "Suggestions") (Inputs and Suggestions are collectively "Content"). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Service to you.

1.3. Model Training

Async WILL NOT USE CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU'VE EXPLICITLY AGREED TO THE USE OF CONTENT FOR TRAINING. To manage your preferences regarding the use of Inputs and Suggestions for training, please contact us at founders@asyncind.com.

1.4. Limitations for Suggestions

You acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers. No rights to any Suggestions generated for other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply to Suggestions provided by AI Models, including that (i) Suggestions may contain errors or misleading information, (ii) AI Models lack the ability to think creatively, (iii) AI Models can struggle with nuances of language, (iv) AI Models can struggle with complex tasks requiring reasoning and judgment, and (v) data used to train AI Models may be of poor quality or biased. You agree that you are responsible for evaluating and bearing all risks associated with the use of any Suggestions.

1.5. Use Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, or attempt to derive source code of the Service; (ii) reproduce, modify, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or Suggestions to develop a competitive model or engage in model extraction attacks; (vi) probe, scan, or attempt to penetrate the Service; (vii) provide benchmark test results to third parties without sufficient replication information; (viii) harvest, scrape, or extract data from the Service; (ix) use the Service in any manner that violates third-party rights or applicable laws; (x) send data subject to specific protections beyond general personal data requirements (e.g., HIPAA, PCI DSS, GLBA); or (xi) knowingly permit any third party to do the foregoing. You will promptly notify Async of any unauthorized use.

1.6. Beta Services

From time to time, Async may make Beta Services available to you, clearly designated as beta, pilot, limited release, or similar. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms. Beta Services are provided on an "as-is" and "as available" basis without any warranty. Async may discontinue Beta Services at any time. ASYNC SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES — USE AT YOUR OWN RISK.

1.7. Auto-Code Execution

The Service may include features that automatically execute code, including SQL queries, Python scripts, data pipeline operations, etc., without manual review or confirmation. By using these features, you acknowledge and agree that you are assuming all risks associated with the execution of automatically generated code, including system outages, software defects, data loss, and security vulnerabilities. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THIS FEATURE.

1.8. Data Source Connections

The Service allows you to connect to external databases, data warehouses, data lakes, and other data infrastructure ("Data Sources") to enable AI code generation, query development, schema analysis, and related functionality.

(a) Authorization and Credentials. You are solely responsible for obtaining all necessary authorizations, credentials, and permissions to connect your Data Sources. Connection credentials are encrypted at rest and in transit and are never transmitted to third-party AI model providers.

(b) Schema and Metadata. When you connect a Data Source, the Service may access and process schema information, including table names, column names, data types, relationships, and other structural metadata. This metadata may be used to provide contextual AI assistance.

(c) Query Execution and Data Retrieval. The Service may send queries to your Data Sources to retrieve schema information, sample data, or query results. You acknowledge that: (i) query results may be temporarily processed through our servers; (ii) excerpts of schema information may be transmitted to AI model providers; and (iii) you are solely responsible for any costs or performance impacts incurred by queries executed against your Data Sources.

(d) Prohibited Data. You shall not connect Data Sources that primarily contain: (i) protected health information regulated by HIPAA; (ii) payment card data subject to PCI DSS; (iii) nonpublic personal information regulated by GLBA; (iv) data subject to government security classifications; or (v) other categories requiring specialized data protection regulations, unless separately agreed in writing.

(e) Responsibility for Data Sources. You represent and warrant that you have all necessary rights to connect your Data Sources. Async is not responsible for failures arising from unavailable or inaccurate data, unauthorized access due to your failure to secure credentials, costs from queries executed against your Data Sources, or any data loss or corruption.

(f) Disconnection and Deletion. You may disconnect Data Sources at any time. Upon disconnection, Async will cease querying and delete stored credentials within a reasonable timeframe. Cached schema metadata may be retained for a limited period.

(g) Write Operations. Certain features may generate Suggestions that, if executed, modify or delete data in your Data Sources ("Write Operations"). Write Operations are executed at your sole risk. Async strongly recommends maintaining appropriate backups. ASYNC IS NOT LIABLE FOR ANY DATA LOSS OR UNINTENDED MODIFICATIONS RESULTING FROM WRITE OPERATIONS.

2. Eligibility

You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher, to use the Service. By agreeing to these Terms, you represent that: (a) you meet this age requirement; (b) you have not previously been suspended or removed from the Service; and (c) your use of the Service complies with all applicable laws.

3. Account Registration and Access

To access most features of the Service, you must register for an account. You agree that the information you provide is accurate, complete, and not misleading, and that you will keep it up to date. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe your account is no longer secure, notify us immediately at founders@asyncind.com.

4. Payment Terms

4.1. Paid Services

Certain features may require you to pay fees. Before you pay, you will have an opportunity to review and accept the fees. Unless otherwise provided, all fees are in U.S. Dollars and are non-refundable, except as required by law.

4.2. Pricing

Async reserves the right to determine pricing for the Service. We will make reasonable efforts to keep pricing information up to date. Async may change fees with advance notice. Your continued use after the price change constitutes your agreement to pay the changed amount. You will be responsible for all applicable taxes other than taxes based on Async's net income.

4.3. Payment Processing

We use Stripe, Inc. and its affiliates ("Stripe") for payment processing. By agreeing to these Terms, you also agree to be bound by the Stripe Terms and Stripe Privacy Policy. You authorize Stripe to store and continue billing your payment method even after expiration to avoid interruptions.

4.4. Subscription Service

The Service may include subscription-based plans with automatically recurring payments ("Subscription Service"). Subscriptions will automatically renew unless you cancel at least 24 hours before the renewal date. You may cancel via your billing menu or by contacting founders@asyncind.com. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE TO AVOID CHARGE FOR THE NEXT PERIOD.

4.5. Add-On and Usage-Based Features

You may purchase additional products or features ("Add-Ons"). Add-Ons are deemed part of the Service and governed by these Terms.

4.6. Delinquent Accounts

Async may suspend or terminate access for any account with unpaid amounts. Delinquent accounts may be charged collection fees. If your payment method is no longer valid at renewal time, Async reserves the right to delete your account without liability.

5. Ownership and Licenses

5.1. Service

Async and its licensors shall own all right, title, and interest in the Service, all improvements and modifications thereto, and all associated intellectual property rights.

5.2. Feedback

If you provide Feedback, you grant Async the right to use it without restriction or compensation.

5.3. Content

You retain all rights in your Inputs. Async assigns to you all of our rights, if any, in Suggestions.

5.4. Usage Data

Async may collect, analyze, and process Usage Data internally for security, analytics, and service improvement. We may disclose Usage Data to third parties only in aggregated and/or de-identified form.

6. Third-Party Services

The Service may include optional third-party services, including extensions and plug-ins ("Third-Party Services"). If you elect to use a Third-Party Service, your use is subject to that service's terms. Async makes no warranties with respect to Third-Party Services.

7. Communications

We may send you emails concerning our products and services. You may opt out of promotional emails by using any unsubscribe functionality provided.

8. Modification of Terms

We may change these Terms from time to time. Material modifications will be indicated by updating the date at the top of this page. Your continued use of the Service after changes constitutes acceptance. If you do not agree, discontinue use of the Service.

9. Termination

You may stop accessing the Service at any time. We reserve the right to modify, suspend, or discontinue the Service or your access at any time. If we terminate your Subscription Service for reasons other than a Terms violation, we will refund fees on a pro rata basis. We may also terminate inactive accounts (over a year with no paid plan) with advance notice. Upon termination, we may delete Content associated with your account. Sections 1.5, 4, 5, and 13-17 survive termination.

If you believe we suspended or terminated your account in error, contact founders@asyncind.com.

10. Modification of the Service

Async may modify or discontinue all or any portion of the Service at any time, temporarily or permanently, without notice. You should retain copies of any Content as needed.

11. Copyright Complaints

If you believe your intellectual property rights have been infringed, send notice to founders@asyncind.com with:

12. Privacy

Please read the Async Privacy Policy for information relating to our collection, use, storage, and disclosure of your personal data.

13. Indemnity

To the fullest extent permitted by law, you will defend and indemnify Async and its affiliates, shareholders, directors, officers, employees, and agents ("Async Entities") from claims arising from: (1) your unauthorized use of the Service; (2) your violation of these Terms; and (3) any claim that your Input violates third-party rights. We reserve the right to assume exclusive defense and control of any indemnified matter.

14. DISCLAIMER OF WARRANTIES

THE SERVICE AND SUGGESTIONS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. ASYNC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ASYNC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. YOU AGREE THAT USE OF SUGGESTIONS IS AT YOUR SOLE RISK.

15. LIMITATION OF LIABILITY

15.1. No Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, THE ASYNC ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.2. Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, AGGREGATE LIABILITY IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO ASYNC IN THE SIX MONTHS PRIOR TO THE CLAIM, OR (B) $100.

16. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

16.1. Agreement to Arbitrate

You agree that all disputes will be resolved through final and binding arbitration rather than in court, except for individual claims in small claims court. By entering into these Terms, you and Async each waive the right to a trial by jury or to participate in a class action. You may opt out of arbitration within 30 days of account creation by emailing founders@asyncind.com.

16.2. Prohibition of Class Actions

YOU AND ASYNC AGREE THAT EACH MAY BRING CLAIMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.

16.3. Pre-Arbitration Dispute Resolution

Before seeking arbitration, send a written Notice of Dispute to Sprint Labs, Inc, 356 S 2000 W, Pleasant Grove, UT 84062, with an electronic copy to founders@asyncind.com. If not resolved within 60 days, either party may commence arbitration.

16.4. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator under AAA rules. Information about AAA is available at adr.org.

16.5. Costs of Arbitration

Arbitration fees will be governed by AAA rules. If you demonstrate economic inability to pay, Async will cover your portion.

16.6. Confidentiality

All aspects of the arbitration proceeding will be strictly confidential.

16.7. Severability

If any provision of this Arbitration Agreement is found invalid, the remaining provisions remain enforceable.

16.8. Future Changes

If Async changes this Arbitration Agreement, you may reject changes within 30 days by written notice.

17. Miscellaneous

17.1. General

These Terms, including the Privacy Policy, are the entire agreement between you and Async regarding the Service. You may not assign these Terms without our written consent. We may assign these Terms at any time without notice.

17.2. Governing Law

California law governs these Terms. All claims will be brought exclusively in the federal or state courts of San Francisco, California, except as provided in the Dispute Resolution section.

17.3. Consent to Electronic Communications

By using the Service, you consent to receiving electronic communications from us as described in our Privacy Policy.

17.4. Contact Information

Sprint Labs, Inc 356 S 2000 W Pleasant Grove, UT 84062 Email: founders@asyncind.com

17.5. No Support

We are under no obligation to provide support for the Service.

17.6. Export and Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of any U.S. embargoed country or restricted individual or entity.