End User License Agreement

DRAFT — v0.1, 2026-07-16. This draft must be reviewed by a qualified lawyer before the first commercial sale. Bracketed placeholders must be resolved: [COMPANY], [JURISDICTION], [PRODUCT NAME], [WEBSITE].

This End User License Agreement (“Agreement”) is a binding contract between you (“Licensee”) and [COMPANY] (“Licensor”) governing the use of the [PRODUCT NAME] software, in object-code / packaged form only, together with its documentation and updates (the “Software”).

By installing, activating, or using the Software, you accept this Agreement. If you do not accept it, do not install or use the Software.

1. Definitions

• Seat — one named natural person authorized to use the Software.
• Machine — one physical or virtual computer on which the Software server component is installed and activated.
• License Key — a signed digital credential issued by Licensor encoding the edition, seat count, validity period, and update channel.
• Subscription Period — the paid period stated at purchase, renewed according to the ordering process.
• Trial — a time-limited evaluation as described in Section 4.

2. License grant

Subject to timely payment and continuous compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license, during the Subscription Period, to:

1. install and run the Software server component on up to three (3) Machines per Seat, for use by the corresponding Seat only;
2. install and use the desktop and mobile client applications on devices under the Seat’s control;
3. receive and install updates published on the update channel encoded in the License Key.

Team or organizational licenses cover the number of Seats stated in the order. Seats may be reassigned to another person no more than once every thirty (30) days.

3. Restrictions

Except to the extent a restriction is unenforceable under mandatory applicable law, Licensee shall not, and shall not permit any third party to:

• copy (other than reasonable backups), distribute, publish, sell, rent, lease, lend, or host the Software for the benefit of third parties;
• provide access to the Software to persons who are not licensed Seats, including making the server component available as a service to third parties;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except and only to the extent expressly permitted by applicable law notwithstanding this limitation;
• modify, adapt, translate, or create derivative works of the Software;
• remove, alter, or obscure proprietary notices, or circumvent or attempt to circumvent license enforcement, trial, or activation mechanisms;
• use the Software to develop a competing product, or publish benchmarks of the Software without Licensor’s prior written consent.

4. Trial

Licensor may make the Software available for a one-time, thirty (30) day free evaluation per natural person or legal entity. During the Trial the Software is licensed “for evaluation purposes only”, with all restrictions of Section 3 applying. At the end of the Trial the Software restricts itself as described in the documentation (launching new agent sessions is disabled; existing data remains readable and exportable). Trial circumvention (including clock manipulation or repeated re-installation) is a material breach of this Agreement.

5. Activation, license validation, and offline use

The Software validates the License Key locally and may periodically contact Licensor’s licensing service to record activations (using a non-reversible machine identifier), enforce seat and Machine limits, and check revocation status. The Software remains fully functional without network access to the licensing service for a grace period of thirty (30) days, after which it enters the restricted mode described in Section 4. License validation messages contain no source code, project content, or personal data beyond what is described in the Privacy Policy.

6. Third-party and open source components

The Software incorporates third-party and open source components licensed under their own terms, listed in the NOTICE file distributed with the Software. Those terms apply to those components; this Agreement applies to the Software as a whole. Agent CLIs (such as Anthropic Claude Code or OpenAI Codex) are not part of the Software; their use is governed exclusively by their own vendor terms, and Licensee is responsible for holding valid accounts with those vendors.

7. Updates and support

Updates published on the Licensee’s channel during the Subscription Period are included. Licensor may change or discontinue features with commercially reasonable notice. Support terms, if any, are described in the order or on [WEBSITE].

8. Intellectual property

The Software is licensed, not sold. Licensor and its suppliers retain all right, title, and interest in and to the Software. Feedback voluntarily provided by Licensee may be used by Licensor without restriction or compensation.

9. Term and termination

This Agreement runs for the Subscription Period and any renewal. It terminates automatically upon material breach that remains uncured fourteen (14) days after written notice, and immediately upon breach of Sections 3 or 4. Upon termination or expiry, the rights granted in Section 2 cease; Licensee’s project data, which is stored on Licensee’s own machines, remains Licensee’s property and remains accessible outside the Software. Sections 6, 8, 10, 11, and 12 survive termination.

10. Warranty disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE ORCHESTRATES AUTONOMOUS CODING AGENTS THAT MODIFY FILES AND EXECUTE COMMANDS; LICENSEE IS SOLELY RESPONSIBLE FOR THE CONFIGURATION OF PERMISSION MODES, FOR BACKUPS, AND FOR REVIEWING AGENT OUTPUT.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR FOR LOSS OF DATA, PROFITS, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT. LICENSOR’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

12. General

This Agreement is governed by the laws of [JURISDICTION], excluding its conflict-of-law rules. Exclusive venue lies with the courts of [JURISDICTION], subject to mandatory consumer protections. If any provision is held unenforceable, the remainder stays in effect. This Agreement is the entire agreement regarding the Software and supersedes prior discussions. Licensor may assign this Agreement in connection with a merger or sale of assets; Licensee may not assign it without Licensor’s written consent, not to be unreasonably withheld.