End User License Agreement

1. Introduction

This End User License Agreement ("EULA" or "Agreement") is a binding legal agreement between you ("Licensee" or "you") and Verdict IDE ("Verdict," "we," "our," or "us") that governs your use of the Verdict IDE software, including the Verdict desktop application, the Verdict VS Code extension, the verdict-code command-line tool, and any related plugins, updates, and accompanying documentation (collectively, the "Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree, do not install or use the Software.

2. Grant of License

Subject to your compliance with this EULA, Verdict grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software for your personal use and for your own internal commercial use.

The license is granted per natural-person user. Organizations purchasing seats for multiple users must obtain one license per individual user. This license does not grant you any right to resell, redistribute, or host the Software as a service for third parties.

3. Restrictions

You agree not to, and not to permit any third party to:

• Redistribute, sublicense, rent, lease, lend, sell, or otherwise transfer the Software to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction
• Modify, adapt, translate, or create derivative works of the Software
• Remove, obscure, or alter any proprietary notices, labels, or marks on or in the Software
• Publish, disclose, or distribute any benchmark, performance evaluation, comparative analysis, or competitive review of the Software without Verdict's prior written consent
• Use the Software to develop or improve any product or service that competes with the Software
• Circumvent any usage limits, license enforcement mechanisms, or access controls in the Software
• Use the Software in any manner that violates applicable law or the rights of any third party

4. Ownership and Intellectual Property

The Software is licensed, not sold. Verdict and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to you other than the limited license expressly set forth in this EULA. All rights not expressly granted are reserved by Verdict.

You retain all rights to the code, prompts, projects, and other content you create, author, or upload while using the Software ("Your Content"). Verdict does not claim ownership of Your Content and does not use Your Content to train AI models.

5. Data and Privacy

Your use of the Software is also governed by the Verdict Privacy Policy, which is incorporated into this EULA by reference. The Privacy Policy describes what information we collect, how we use it, where it is stored, and your rights with respect to that information. Please review it at /privacy.

The Software is designed with a privacy-first architecture: when configured to use local AI models, your code does not leave your machine. When you choose to use cloud AI providers, only the data necessary to fulfill your request is transmitted, encrypted in transit.

6. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERDICT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Verdict does not warrant that the Software will be uninterrupted, secure, error-free, or free of harmful components, or that any defects will be corrected. You acknowledge that AI-generated suggestions, code, and other output may be inaccurate, incomplete, or unsuitable for your purposes, and that you are solely responsible for reviewing, testing, and validating any such output before relying on it.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERDICT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERDICT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERDICT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO VERDICT FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

8. Indemnification

You agree to indemnify, defend, and hold harmless Verdict and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Software
• Your violation of this EULA
• Your violation of any third-party rights
• Your Content or its use in your projects

9. Termination

This EULA is effective until terminated. Your rights under this EULA will terminate automatically and without notice from Verdict if you fail to comply with any of its terms. You may also terminate this EULA at any time by uninstalling the Software and ceasing all use of it.

Upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control. Sections that by their nature should survive termination (including Restrictions, Ownership and Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and General Provisions) will survive.

10. Governing Law and Dispute Resolution

This EULA will be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to this EULA or the Software will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

11. General Provisions

• Entire Agreement: This EULA, together with the Privacy Policy, constitutes the entire agreement between you and Verdict regarding the Software and supersedes any prior or contemporaneous agreements.
• Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: No failure or delay by Verdict in exercising any right under this EULA will operate as a waiver of that right.
• Assignment: You may not assign this EULA, in whole or in part, without Verdict's prior written consent. Verdict may assign this EULA without restriction.
• Updates: Verdict may update this EULA from time to time. The most current version will always be posted on this page. Continued use of the Software after revisions become effective constitutes acceptance of the revised EULA.

12. Contact

If you have any questions about this EULA, please contact us:

• Support: support@verdictide.com
• Legal: legal@verdictide.com
• Website: www.verdictide.com