Terms of Service

1. Parties

These Terms of Service ("Terms") constitute a legally binding agreement between Smartup Cities Inc, a company incorporated in the State of New York with its principal place of business at 1350 Avenue of the Americas, Fl. 2, New York, NY 10019, USA ("Company," "we," "us," or "our"), and you, the individual or legal entity subscribing to or using the Augustus platform ("Customer," "you," or "your").

For questions, contact us at [email protected].

2. The Service

Augustus is an AI-powered software-as-a-service platform that provides, among other features: automated content generation (AI images, AI video), AI chatbot engagement agents, fan management tools, analytics, and optional done-for-you / done-with-you coaching and implementation services (collectively, the "Service"). Feature availability varies by subscription plan.

3. Subscription Plans & Billing

The Service is offered on a recurring monthly subscription basis. All prices are in Euro (EUR) and exclude applicable taxes unless stated otherwise.

• Augustus Creator — €100.00 per month
• Augustus Scale — €1,000.00 per month

Subscriptions renew automatically on the same calendar date each month. By providing a payment method and completing checkout, you authorize us (through our payment processor, Stripe) to charge the applicable subscription fee on each renewal date. You are responsible for keeping your billing information current.

4. Refund & Cancellation Policy

4.1 No Refund After Consumption of AI Services

ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE ONCE ANY OF THE FOLLOWING HAVE OCCURRED:

1. Any AI credit consumption — including but not limited to AI image generation, AI video generation, character swap, motion control, or any other credit-consuming feature within the platform, regardless of the number of credits used or the perceived quality of the output;
2. Any use of the AI Chatbot Agent — including any fan conversation handled, initiated, or processed by the Augustus Chat Agent, whether or not the Customer directly initiated that conversation, because chatbot interactions consume underlying AI inference resources;
3. Receipt of any Done-For-You (DFY) or Done-With-You (DWY) service — including but not limited to onboarding calls, persona setup, account configuration, strategy sessions, coaching sessions, mastermind participation, or any other personalized service delivered by Company personnel or agents, whether delivered in whole or in part.

For the avoidance of doubt, consumption of even a single AI credit, a single chatbot message, or attendance at a single session of any personal coaching or group program constitutes full forfeiture of any refund entitlement for that billing period.

4.2 Limited Refund Window (Unused Accounts Only)

A full refund of the most recent subscription charge may be issued solely if and only if all of the following conditions are simultaneously satisfied:

1. The refund request is submitted in writing to [email protected] within fourteen (14) calendar days of the original subscription charge date;
2. The Customer's account shows zero AI credits consumed as recorded in Company's internal usage logs;
3. The Augustus Chat Agent has processed zero fan conversations on behalf of the Customer's account;
4. The Customer has not received any form of DFY or DWY service, coaching, onboarding assistance, or strategic consultation from Company personnel.

Company's usage records shall be the sole and conclusive evidence of whether any consumption has occurred. Refund decisions are made at Company's sole discretion and are final.

4.3 No Partial Refunds

The Company does not issue partial refunds, pro-rated refunds, or credits for unused portions of a billing period under any circumstances.

4.4 Cancellation

You may cancel your subscription at any time through your account dashboard or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing period. No refund is issued upon cancellation unless the conditions in Section 4.2 are met.

5. Chargeback & Dispute Policy

You agree to contact the Company at [email protected] to resolve any billing dispute before initiating a chargeback or payment dispute with your bank or card issuer.

Fraudulent Chargebacks: If you initiate a chargeback in circumstances where (a) the charge was authorized by you or your payment method, and (b) you have received or consumed any portion of the Service as described in Section 4.1, such chargeback shall constitute fraud and breach of these Terms. In such cases, Company reserves the right to:

• Immediately suspend or permanently terminate your account and all associated access;
• Report the fraudulent transaction to credit bureaus, fraud databases, and law enforcement agencies;
• Pursue recovery of the disputed amount plus all associated chargeback fees, administrative costs, and reasonable legal fees through all available legal remedies, including civil litigation;
• Seek injunctive relief and other equitable remedies without the requirement of posting bond.

By accepting these Terms, you acknowledge that Company retains comprehensive, time-stamped logs of all AI credit consumption, chatbot interactions, session attendance, and account activity, which may be submitted as evidence in any dispute resolution proceeding.

6. Acceptable Use

You agree not to use the Service to: (a) violate any applicable law or regulation; (b) infringe any third-party intellectual property rights; (c) generate, distribute, or promote illegal content; (d) circumvent, reverse-engineer, or attempt to extract the underlying AI models; (e) resell access to the Service without prior written authorization. Company may immediately terminate accounts found in violation of this section.

7. Intellectual Property

You retain ownership of the content you upload to the Service. You grant Company a limited, non-exclusive license to process your content solely to provide the Service. Content generated by the Service using your inputs is assigned to you subject to any restrictions imposed by the underlying AI model providers. Company retains all rights to the Augustus platform, its technology, brand, and infrastructure.

8. Disclaimers & Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnification

You agree to indemnify, defend, and hold harmless Smartup Cities Inc, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your infringement of any third-party rights.

10. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in New York, NY, conducted in English. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in New York, NY to prevent irreparable harm pending arbitration. You waive any right to participate in a class-action lawsuit or class-wide arbitration.

11. Modifications

Company reserves the right to modify these Terms at any time. Material changes will be communicated via email to your registered address or by prominent notice on the Site at least fourteen (14) days before taking effect. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.

12. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Company with respect to the Service and supersede all prior negotiations, representations, or agreements.

Smartup Cities Inc · 1350 Avenue of the Americas, Fl. 2, New York, NY 10019 · [email protected]

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