End User License Agreement

VERDICT™ / VERDICTIDE™ VERDICT IDE EXPERIENCE SUITE END USER LICENSE AGREEMENT ("EULA") Copyright © 2025-2026 TrueSynthesis Inc. All rights reserved. "Verdict", "VerdictIDE", and "Verdict IDE Experience Suite" are trademarks of TrueSynthesis Inc. -------------------------------------------------------------------------------- IMPORTANT — READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE -------------------------------------------------------------------------------- This End User License Agreement (this "Agreement" or "EULA") is a binding legal agreement between you, either an individual or the single legal entity you are authorized to represent ("you", "your", or "Licensee"), and TRUESYNTHESIS INC, a Texas corporation ("TrueSynthesis", the "Company", "we", "us", or "our"; in its capacity as licensor, the "Licensor"). This Agreement governs your access to and use of the Software (defined below) on every distribution surface through which we make it available. BY CLICKING "I AGREE" OR A SIMILAR BUTTON, BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, OR BY CREATING OR SIGNING IN TO A VERDICT ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, ACCESS, OR USE THE SOFTWARE. THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL-ARBITRATION PROVISION AND A CLASS- ACTION AND JURY-TRIAL WAIVER (SECTION 24) THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY. SECTION 24 ALSO DESCRIBES HOW YOU MAY OPT OUT OF ARBITRATION. ================================================================================ TABLE OF CONTENTS ================================================================================ 1. Definitions 2. Acceptance; Eligibility; Authority 3. Grant of License 4. License Restrictions 5. Per-Seat Licensing and License Enforcement 6. Ownership and Intellectual Property 7. Trademarks 8. Your Content; No Training; Operational License-Back 9. AI Features and AI-Output Disclaimer 10. Third-Party AI Providers; BYOK; Pass-Through Terms 11. Verdict Cloud, Credits, and Paid Plans 12. Acceptable Use 13. Privacy, Data, and Telemetry 14. Feedback 15. Beta and Pre-Release Software 16. Updates, Upgrades, and Changes to the Software 17. Export Controls and Economic Sanctions 18. U.S. Government End Users (Restricted Rights) 19. Disclaimer of Warranties 20. Limitation of Liability 21. Indemnification 22. Term and Termination; Survival 23. Changes to this Agreement 24. Dispute Resolution; Arbitration; Class-Action and Jury-Trial Waiver 25. Governing Law and Venue 26. General Provisions 27. Contact PER-SURFACE ADDENDA Addendum A — verdictide.com Web Application Addendum B — Apple App Store (iPhone / iPad) Application Addendum C — Visual Studio Code Extension (.vsix / VS Code Marketplace) Addendum D — macOS Desktop Application (VerdictIDE.app / DMG) Addendum E — verdict-code Command-Line Interface (CLI) and Local Server (verdict.localhost:6101) ================================================================================ 1. DEFINITIONS ================================================================================ 1.1 "Software" means the Verdict IDE Experience Suite and each of its components, in object-code form only, including without limitation the Verdict and VerdictIDE applications, the VS Code extension, the macOS desktop application, the verdict-code command-line interface, the local server and human-machine interface (HMI), webview assets, libraries, utilities, sample code, and any associated Documentation, in each case as we make them available on any Distribution Surface, together with any Updates we provide. 1.2 "Distribution Surface" means each channel through which we distribute or make the Software available, namely: (a) the web application at verdictide.com; (b) the iPhone/iPad application distributed through the Apple App Store; (c) the Visual Studio Code extension distributed through the Visual Studio Marketplace or as a .vsix package; (d) the notarized macOS desktop application (VerdictIDE.app, distributed as a DMG); (e) the verdict-code command-line interface; and (f) the local server / HMI that runs on your own machine (for example, at verdict.localhost:6101). 1.3 "Documentation" means the user guides, specifications, and other materials we provide describing the use or operation of the Software. 1.4 "Your Content" means the source code, prompts, files, repositories, projects, configurations, data, text, and other materials that you create, author, submit, upload, open, or otherwise provide to or process through the Software. 1.5 "Output" means the suggestions, completions, code, text, analyses, transformations, and other content generated by the Software or by a Third-Party AI Provider in response to Your Content or your instructions. 1.6 "Verdict Cloud" means our optional, paid, hosted services accessed through the Software, including inference routing and related features metered in Credits. 1.7 "Credits" means the non-cashable, non-transferable platform credits used to access certain Verdict Cloud features, as further described in Section 11 and the applicable Verdict Cloud / VerdictRun terms of service. 1.8 "BYOK" (bring-your-own-key) means your option to configure the Software to access a Third-Party AI Provider directly using API credentials that you obtain and supply. 1.9 "Third-Party AI Provider" means any third-party provider of artificial- intelligence or machine-learning models or inference services that the Software can access at your direction, including without limitation OpenAI, Anthropic, Google, z.ai, and xAI. 1.10 "Third-Party Components" means third-party or open-source software, models, services, or materials that are incorporated in, bundled with, or accessed through the Software. ================================================================================ 2. ACCEPTANCE; ELIGIBILITY; AUTHORITY ================================================================================ 2.1 Acceptance. You accept this Agreement by any of the acts described in the "IMPORTANT" notice above. If you do not agree, you have no right to and must not install, access, or use the Software. 2.2 Eligibility. You represent that you are at least the age of majority in your jurisdiction of residence and are otherwise legally able to enter into a binding contract. The Software is intended for professional and developer use and is not directed to children. 2.3 Authority. If you accept this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement, in which case "you" and "Licensee" refer to that organization. If you do not have such authority, you must not accept this Agreement or use the Software on the organization's behalf. 2.4 Sanctions and export eligibility. You represent that you satisfy the requirements of Section 17 (Export Controls and Economic Sanctions). ================================================================================ 3. GRANT OF LICENSE ================================================================================ 3.1 License grant. Subject to your continuous compliance with this Agreement and, where applicable, your payment of all fees, Licensor grants you a personal (or, for an organizational Licensee, internal), non-exclusive, non-transferable, non-sublicensable, revocable, limited license to download, install, and use the Software in object-code form solely for your own personal use or your own internal business purposes. 3.2 Per-seat grant. The license is granted on a per-natural-person basis (one license per individual user, or "seat"). An organization that provides the Software to multiple individuals must obtain one valid seat per individual user. A seat may not be shared by, or used simultaneously by, more than one individual. 3.3 Permitted installations. You may install and use the Software on devices that you own or control, in reasonable numbers consistent with personal or internal business use by the single licensed individual, provided that concurrent use does not exceed the rights granted by the seats you hold. 3.4 Reservation. The Software is licensed, not sold. No rights are granted to you other than those expressly set out in this Agreement, and all rights not expressly granted are reserved by Licensor and its licensors. ================================================================================ 4. LICENSE RESTRICTIONS ================================================================================ 4.1 You shall NOT, and shall not permit or enable any third party to: (a) sell, resell, redistribute, sublicense, rent, lease, lend, assign, time-share, host as a service, or otherwise transfer or make the Software (or any portion of it) available to any third party; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, model weights, file formats, protocols, or non-public APIs of the Software, except, and only to the precise extent, that applicable law expressly permits this notwithstanding this restriction (and in that case only after first requesting from us the information you seek); (c) modify, adapt, translate, or create derivative works of the Software; (d) copy the Software except as expressly permitted by this Agreement, or make it available on any public or shared network where it could be accessed or used by multiple devices or users at the same time beyond your licensed seats; (e) remove, alter, obscure, or fail to reproduce any copyright, trademark, or other proprietary notices, labels, or marks on or in the Software or Documentation; (f) publish, disclose, or distribute any benchmark, comparative performance, or evaluation results regarding the Software without Licensor's prior written consent ; (g) use the Software, or any Output, ideas, or know-how derived from it, to design, develop, train, or improve any product, service, or model that competes with the Software or with Verdict Cloud; (h) circumvent, disable, or interfere with any usage limit, metering, license-enforcement, authentication, security, or access-control mechanism of the Software, or access the Software other than through the interfaces we provide; (i) use the Software in violation of any applicable law or regulation, in violation of the rights of any third party, or in violation of Section 12 (Acceptable Use); or (j) use the Software in any high-risk or safety-critical environment in which failure could lead to death, personal injury, or severe physical, environmental, or property damage. ================================================================================ 5. PER-SEAT LICENSING AND LICENSE ENFORCEMENT ================================================================================ 5.1 Seats. Paid entitlements, if any, are sold and managed on a per-seat basis as described at the point of purchase and in the applicable order or Verdict Cloud terms. The number of seats you hold defines the maximum number of distinct individuals who may use the Software under your account. 5.2 Enforcement. The Software may include features that verify license validity, count seats, and meter usage. You agree not to interfere with these features. We may suspend or limit access that exceeds your entitlements. ================================================================================ 6. OWNERSHIP AND INTELLECTUAL PROPERTY ================================================================================ 6.1 Ownership. The Software is the proprietary, closed-source product of TrueSynthesis. As between the parties, Licensor and its licensors own and retain all right, title, and interest in and to the Software, the Documentation, and all intellectual property rights therein, including all copies, modifications, and derivative works thereof. This Agreement is a license only and effects no sale of any intellectual property. 6.2 Third-Party Components. The Software may include Third-Party Components that are subject to separate license terms or notices. Those terms govern your use of the relevant Third-Party Components, and to the extent they conflict with this Agreement with respect to that component, they control. A list of such components and notices is provided in the Software's THIRD_PARTY_NOTICES file or equivalent. 6.3 Reserved rights. All rights not expressly granted to you are reserved by Licensor. ================================================================================ 7. TRADEMARKS ================================================================================ 7.1 "Verdict", "VerdictIDE", "Verdict IDE Experience Suite", the Verdict logos, and other names, logos, and marks used in connection with the Software are trademarks or service marks of TrueSynthesis Inc. This Agreement grants you no right or license to use any such marks. All goodwill arising from use of the marks inures to TrueSynthesis. ================================================================================ 8. YOUR CONTENT; NO TRAINING; OPERATIONAL LICENSE-BACK ================================================================================ 8.1 You own Your Content. As between you and TrueSynthesis, you retain all right, title, and interest in and to Your Content. We do not claim ownership of Your Content. 8.2 Output. As between you and TrueSynthesis, and to the extent we hold any right in Output generated for you, we assign such right to you, subject to (a) the rights of Third-Party AI Providers and other third parties in their own materials, and (b) the acknowledgement in Section 9.3 that Output is not unique and that identical or similar Output may be generated for other users. You are responsible for your use of Output and for confirming that you have the rights necessary to use it. 8.3 No training on Your Content. We do NOT use Your Content or your Output to train, fine-tune, or otherwise develop or improve any artificial- intelligence or machine-learning models, and we do not permit any third party acting on our behalf to do so, except where you have given your explicit, separately obtained, opt-in consent. This commitment is a core design principle of the Software's privacy-first, local-first architecture. 8.4 Operational license-back. Solely to operate, provide, secure, maintain, and support the Software and to deliver the specific features and requests you initiate, you grant TrueSynthesis a limited, worldwide, non-exclusive, royalty-free, revocable license to host, store, cache, reproduce, transmit, display, and otherwise process Your Content and your Output, and to sublicense these rights to (i) our hosting and infrastructure service providers and (ii) the Third-Party AI Providers and other subprocessors you direct or enable the Software to use, in each case only to the extent necessary to perform the functionality you request. This license does not include any right to use Your Content to train models (see Section 8.3) and terminates with respect to particular Your Content when that content is deleted from our active systems, subject to commercially reasonable backup retention and to retention required by law. 8.5 Local-first default. Where the Software processes Your Content locally on your device, Your Content is not transmitted to us or to a Third-Party AI Provider for that operation. Your Content is transmitted off your device only when you use a feature (such as Verdict Cloud or a remote Third-Party AI Provider) that requires it. Details are described in the Privacy Policy (Section 13). 8.6 Your responsibility for Your Content. You represent and warrant that you have all rights necessary to provide Your Content to the Software and to permit the processing described in this Section, and that Your Content and its processing do not violate any law or any third party's rights. You are responsible for maintaining your own backups of Your Content. ================================================================================ 9. AI FEATURES AND AI-OUTPUT DISCLAIMER ================================================================================ 9.1 Nature of AI Output. The Software uses artificial-intelligence models to generate Output. AI systems are probabilistic and imperfect. Output may be inaccurate, incomplete, outdated, offensive, insecure, non-functional, or otherwise unsuitable, and may not reflect current best practices. 9.2 No reliance; your responsibility to review. ANY USE OF OUTPUT IS AT YOUR SOLE RISK. You must not treat Output as a source of truth. You are solely responsible for independently reviewing, evaluating, testing, securing, and validating all Output before relying on it, deploying it, or incorporating it into any code, product, or decision. You are responsible for any code you ship. 9.3 Output may resemble existing material. Output may be similar or identical to Output generated for other users and may resemble or coincide with pre-existing third-party material, including code subject to open- source or other licenses. We do not represent that Output is original or that your use of Output will not infringe any third party's rights. You are responsible for determining the provenance and licensing of Output and for complying with any applicable license obligations. 9.4 Not professional advice. The Software and its Output do not constitute legal, financial, medical, security, or other professional advice, and are not a substitute for professional judgment. ================================================================================ 10. THIRD-PARTY AI PROVIDERS; BYOK; PASS-THROUGH TERMS ================================================================================ 10.1 Third-Party AI Providers. When you choose to use a feature that routes Your Content to a Third-Party AI Provider (whether through Verdict Cloud or through BYOK), Your Content is transmitted to and processed by that provider under that provider's own terms and privacy policies. Those provider terms apply to and pass through to your use, and you are responsible for reviewing and complying with them. We are not responsible or liable for any Third- Party AI Provider, its models, its availability, changes, pricing, data practices, or its acts or omissions, and we make no warranty regarding any Third-Party Component. 10.2 BYOK responsibility. If you use BYOK, you are solely responsible for: (a) obtaining your own credentials/API keys from the Third-Party AI Provider; (b) your agreement and account relationship with that provider; (c) all charges the provider imposes on you; (d) keeping your credentials secure; and (e) ensuring that your use complies with the provider's terms and all applicable law. The Software acts only as a conduit that transmits your requests to the provider you designate using the credentials you supply. 10.3 No endorsement. References to Third-Party AI Providers are for identification only and do not imply endorsement, affiliation, or sponsorship. Trademarks of Third-Party AI Providers belong to their respective owners. ================================================================================ 11. VERDICT CLOUD, CREDITS, AND PAID PLANS ================================================================================ 11.1 Optional paid services. Verdict Cloud and other paid features are optional. Your purchase and use of them, including fees, billing, and any subscription, are governed by the order, plan description, and the applicable Verdict Cloud / VerdictRun terms of service in addition to this Agreement. To the extent those terms conflict with this Agreement regarding billing and paid services, those terms control for that subject matter. 11.2 Credits are not cash. Credits are non-cashable and non-transferable, have no monetary value outside the Verdict platform, cannot be redeemed for cash, and are provided as platform credit only. Additional terms (including expiration, forfeiture, and refund handling) are described in the applicable Verdict Cloud / VerdictRun terms of service. 11.3 Auto-renewal and price changes. Paid subscriptions, if any, may renew automatically for successive terms until cancelled in accordance with the applicable billing terms. We will provide notice of material changes to recurring charges as required by applicable law before they take effect, and you may cancel before the change takes effect. ================================================================================ 12. ACCEPTABLE USE ================================================================================ 12.1 You must use the Software lawfully and responsibly. Without limiting Section 4, you must not use the Software to: (a) violate any law or regulation or any third party's rights, including intellectual-property, privacy, or publicity rights; (b) generate, store, or transmit unlawful, infringing, malicious, or harmful content, including malware; (c) attempt to gain unauthorized access to, disrupt, or impair any system, network, or data; (d) process regulated personal data in violation of applicable law or any agreement binding you; or (e) engage in any activity that violates any acceptable-use policy we publish and reference, as updated from time to time. ================================================================================ 13. PRIVACY, DATA, AND TELEMETRY ================================================================================ 13.1 Privacy Policy. Your use of the Software is subject to the Verdict Privacy Policy, available at https://verdictide.com/privacy, which is incorporated by reference and describes what we collect, how we use and retain it, and your choices and rights. 13.2 Telemetry. The Software may collect operational telemetry and diagnostic information (such as technical logs, metrics, crash reports, and feature-usage data) to operate, secure, and improve the Software. Telemetry is intended to exclude Your Content. Where the Software offers telemetry controls, you may use them as described in the Documentation or Privacy Policy. 13.3 Your compliance. You are responsible for ensuring that any data you submit to or process through the Software (including via cloud or Third- Party AI Provider features) complies with all data-protection laws and any third-party agreements binding you. ================================================================================ 14. FEEDBACK ================================================================================ 14.1 If you provide suggestions, ideas, or other feedback about the Software ("Feedback"), you grant TrueSynthesis a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit the Feedback for any purpose without restriction, obligation, attribution, or compensation to you. Feedback is provided voluntarily and is not your Confidential Information or Your Content. ================================================================================ 15. BETA AND PRE-RELEASE SOFTWARE ================================================================================ 15.1 We may designate certain Software or features as alpha, beta, preview, experimental, "early access", or otherwise pre-release ("Beta Software"). Beta Software is provided for evaluation only, may be incomplete or unstable, may change or be withdrawn at any time, and may be governed by additional terms presented at the time of access. To the maximum extent permitted by law, Beta Software is provided "AS IS" and "AS AVAILABLE" with no warranties or support obligations whatsoever, and Sections 19 and 20 apply with full force. ================================================================================ 16. UPDATES, UPGRADES, AND CHANGES TO THE SOFTWARE ================================================================================ 16.1 We may (but are not obligated to) provide updates, upgrades, patches, or new versions of the Software ("Updates"). Updates may be installed automatically or may require your action, and may add, change, or remove features. This Agreement governs all Updates unless an Update is accompanied by separate terms, in which case those terms govern that Update. We may modify, suspend, or discontinue the Software or any feature at any time, subject to applicable law and any paid-plan commitments. ================================================================================ 17. EXPORT CONTROLS AND ECONOMIC SANCTIONS ================================================================================ 17.1 The Software is subject to U.S. export-control and sanctions laws, including the U.S. Export Administration Regulations (EAR) and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and may be subject to the export or import laws of other jurisdictions. 17.2 You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. embargo or sanctions, or that the U.S. Government has designated as a "terrorist supporting" country; and (b) you are not identified on any U.S. Government list of prohibited, denied, or restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List and the Commerce Department's Denied Persons and Entity Lists), nor owned or controlled by, or acting on behalf of, any such party. 17.3 You will not export, re-export, transfer, or use the Software in violation of any applicable export-control or sanctions law, and you will not use the Software for any prohibited end use. ================================================================================ 18. U.S. GOVERNMENT END USERS (RESTRICTED RIGHTS) ================================================================================ 18.1 The Software is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. If acquired by or on behalf of any unit or agency of the U.S. Government, the Software and Documentation are licensed (a) only as commercial items and (b) with only those rights granted to all other end users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions of this Agreement. ================================================================================ 19. DISCLAIMER OF WARRANTIES ================================================================================ 19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THE OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THAT EXTENT, TRUESYNTHESIS AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 19.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT THE SOFTWARE OR OUTPUT WILL MEET YOUR REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. 19.3 Consumer-law carve-out. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR LIMITATIONS ON IMPLIED RIGHTS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY WARRANTY, GUARANTEE, OR RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAW THAT APPLIES TO YOU (INCLUDING, WHERE APPLICABLE, NON-EXCLUDABLE STATUTORY CONSUMER GUARANTEES); IN THAT CASE, SUCH WARRANTIES ARE LIMITED, TO THE EXTENT PERMITTED, TO THE MINIMUM REQUIRED BY LAW. ================================================================================ 20. LIMITATION OF LIABILITY ================================================================================ 20.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRUESYNTHESIS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, SOURCE CODE, OR USE, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR OUTPUT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 20.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TRUESYNTHESIS AND THE PARTIES LISTED IN SECTION 20.1, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, AND THE OUTPUT, WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO TRUESYNTHESIS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS (USD $100.00). 20.3 Consumer carve-out and essential basis. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CERTAIN OTHER DAMAGES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, LIABILITY FOR FRAUD, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, WHERE NON-EXCLUDABLE). The parties acknowledge that the limitations in this Section are an essential basis of the bargain and reflect the allocation of risk between them, including the price (or absence of price) paid for the Software. ================================================================================ 21. INDEMNIFICATION ================================================================================ 21.1 To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless TrueSynthesis and its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Software or Output; (b) Your Content; (c) your violation of this Agreement or any applicable law or third-party right; (d) your use of any Third-Party AI Provider or BYOK credentials; or (e) your breach of the export or sanctions representations in Section 17. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us. ================================================================================ 22. TERM AND TERMINATION; SURVIVAL ================================================================================ 22.1 Term. This Agreement is effective when you accept it and continues until terminated. 22.2 Termination by you. You may terminate this Agreement at any time by ceasing all use of the Software and uninstalling and deleting all copies in your possession or control. 22.3 Termination or suspension by us. This Agreement and your license terminate automatically if you breach any term. We may also suspend or terminate your access (in whole or in part) if we reasonably believe you have violated this Agreement or applicable law, to comply with law, or to protect the Software, other users, or third parties. 22.4 Effect of termination. Upon termination, all licenses granted to you end and you must cease all use of the Software and delete all copies. Fees already paid are non-refundable except as required by law or expressly provided in the applicable paid-plan terms. 22.5 Survival. The following Sections survive termination: 1 (Definitions), 4 (Restrictions), 6 (Ownership and Intellectual Property), 7 (Trademarks), 8 (Your Content; No Training; Operational License-Back, as to acts before termination and ongoing obligations), 9 (AI-Output Disclaimer), 10 (Third- Party AI Providers; BYOK), 11.2 (Credits not cash), 14 (Feedback), 17 (Export Controls), 18 (U.S. Government End Users), 19 (Disclaimer of Warranties), 20 (Limitation of Liability), 21 (Indemnification), 22 (Termination; Survival), 24 (Dispute Resolution), 25 (Governing Law and Venue), 26 (General Provisions), and 27 (Contact), together with any provision that by its nature should survive. ================================================================================ 23. CHANGES TO THIS AGREEMENT ================================================================================ 23.1 We may update this Agreement from time to time. The current version will be posted at https://verdictide.com/eula. For changes that materially reduce your rights or increase your obligations, we will provide reasonable advance notice through the Software, by email, or by other reasonable means before they take effect. 23.2 Your continued access to or use of the Software after a revision becomes effective constitutes your acceptance of the revised Agreement. If you do not agree to a revision, you must stop using the Software before the revision's effective date. ================================================================================ 24. DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION AND JURY-TRIAL WAIVER ================================================================================ PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND TRUESYNTHESIS TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS. 24.1 Informal resolution first (notice and 30-day cure). Before starting an arbitration, the initiating party will give the other party a written "Notice of Dispute" describing the claim and the relief sought. Notice to TrueSynthesis must be sent to legal@verdictide.com and to the notice address in Section 27. The parties will then attempt in good faith to resolve the dispute for thirty (30) days. This informal process is a condition precedent to commencing arbitration; the limitations period is tolled during it. 24.2 Binding arbitration. Except for the carve-outs in Section 24.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Software that is not resolved under Section 24.1 will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its rules then in effect — its Consumer Arbitration Rules where you are a consumer, and its Commercial Arbitration Rules otherwise. The Federal Arbitration Act governs the interpretation and enforcement of this Section. 24.3 Seat, form, and award. The seat of arbitration is Travis County (Austin), Texas. For consumer claims, the arbitration may proceed by documents only, by telephone or videoconference, or in person consistent with the AAA Consumer Rules; you may also request an in-person hearing near your residence as those rules allow. The arbitrator may award the same damages and individual relief a court could, and the award may be entered in any court of competent jurisdiction. 24.4 Class-action and jury-trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TRUESYNTHESIS 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, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU AND TRUESYNTHESIS ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY. If this Section 24.4 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and adjudicated in court under Section 25, while the remainder is arbitrated. 24.5 Carve-outs. Notwithstanding the above, either party may: (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual-property or confidentiality rights; and (b) bring an individual claim in small-claims court if it qualifies and remains in that forum. 24.6 Opt-out. You may opt out of this arbitration agreement (Sections 24.2- 24.4) by sending written notice to legal@verdictide.com within thirty (30) days after you first accept this Agreement, stating your name and intent to opt out. Opting out will not affect any other part of this Agreement. ================================================================================ 25. GOVERNING LAW AND VENUE ================================================================================ 25.1 Governing law. This Agreement and any dispute arising out of or related to it or the Software are governed by the laws of the State of Texas, USA, excluding its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. 25.2 Venue for non-arbitrable matters. For any claim not subject to arbitration (including the carve-outs in Section 24.5) or if the arbitration agreement is held unenforceable, the parties consent to the exclusive jurisdiction and venue of the state courts located in Travis County, Texas, and the U.S. District Court for the Western District of Texas, Austin Division, and waive any objection based on inconvenient forum. 25.3 Mandatory local rights. If you are a consumer, you may also be entitled to the protection of mandatory provisions of the law of your country or state of residence, and nothing in this Section deprives you of protections that cannot be derogated from by agreement under that law. ================================================================================ 26. GENERAL PROVISIONS ================================================================================ 26.1 Entire agreement. This Agreement, together with the Privacy Policy, any applicable Verdict Cloud / VerdictRun terms, any order, and any Distribution- Surface Addendum, is the entire agreement between you and TrueSynthesis regarding the Software and supersedes all prior or contemporaneous understandings on that subject. 26.2 Order of precedence. If there is a conflict, the following order controls for the subject matter in question: (a) an applicable Distribution- Surface Addendum (for that surface); (b) the body of this Agreement; (c) the Verdict Cloud / VerdictRun terms (for paid services and billing); then (d) the Privacy Policy (for data practices). Required platform terms (e.g., Apple's) prevail to the extent mandated by the platform. 26.3 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions will remain in full effect. 26.4 No waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing. 26.5 Assignment. You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without our prior written consent; any attempted assignment in violation of this Section is void. We may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. 26.6 Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, employment, or fiduciary relationship. 26.7 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. 26.8 Notices. We may provide notices to you through the Software, by email, or by posting. Legal notices to us must be sent to legal@verdictide.com and to the notice address in Section 27. 26.9 Third-party beneficiaries. Except as expressly stated (including Apple's rights under Addendum B), there are no third-party beneficiaries to this Agreement. 26.10 Language. This Agreement is drafted in English, which is the controlling language; any translation is provided for convenience only. 26.11 Headings. Headings are for convenience only and do not affect interpretation. ================================================================================ 27. CONTACT ================================================================================ TrueSynthesis Inc, a Texas corporation c/o Registered Agents Inc (registered agent) Notice address: 5900 Balcones Drive, STE 100, Austin, TX 78731, USA Support: support@verdictide.com Legal: legal@verdictide.com Privacy: privacy@verdictide.com Company: https://www.truesynthesisai.com Product: https://www.verdictide.com ================================================================================ PER-SURFACE ADDENDA ================================================================================ These Addenda supplement the body of this Agreement for the indicated Distribution Surface. If an Addendum conflicts with the body for that surface, the Addendum controls for that surface. -------------------------------------------------------------------------------- ADDENDUM A — verdictide.com WEB APPLICATION -------------------------------------------------------------------------------- A.1 The web application at verdictide.com is provided as a hosted service. Your use is also subject to any website terms of use we post. Availability, features, and supported browsers may change. A.2 You are responsible for safeguarding your account credentials and for all activity under your account. Notify us promptly of any unauthorized use. A.3 Sections 8-13 apply to content you submit through the web application; where the web application uses Verdict Cloud or a Third-Party AI Provider, Your Content is transmitted as described in Sections 8.4, 8.5, and 10. -------------------------------------------------------------------------------- ADDENDUM B — APPLE APP STORE (iPhone / iPad) APPLICATION -------------------------------------------------------------------------------- This Addendum B applies when you obtain or use the Verdict application for iPhone or iPad through the Apple App Store (the "iOS App"). These terms are required by Apple Inc. ("Apple") and supplement the body of this Agreement. In the event of a conflict between this Addendum and the body of this Agreement with respect to the iOS App, this Addendum controls. B.1 Acknowledgement. This Agreement is concluded between you and TrueSynthesis only, and not with Apple. TrueSynthesis, not Apple, is solely responsible for the iOS App and its content. Apple is not a party to this Agreement. B.2 Scope of license. The license granted to you for the iOS App is a limited, non-transferable license to use the iOS App on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the iOS App may be accessed and used by other accounts associated with you (via Family Sharing or volume purchasing) as those terms permit. B.3 Maintenance and support. TrueSynthesis, not Apple, is solely responsible for providing any maintenance and support services for the iOS App, as required by this Agreement or by applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. Direct support questions to support@verdictide.com. B.4 Warranty. TrueSynthesis, not Apple, is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TrueSynthesis. B.5 Product claims. TrueSynthesis, not Apple, is responsible for addressing any claims by you or any third party relating to the iOS App or your possession and/or use of the iOS App, including: (i) product-liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer-protection, privacy, or similar legislation, including in connection with the iOS App's use of any health- or fitness-related framework (if applicable); and (iv) intellectual- property infringement claims. B.6 Intellectual property rights. In the event of any third-party claim that the iOS App or your possession and use of the iOS App infringes that third party's intellectual-property rights, TrueSynthesis, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim. B.7 Legal compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. B.8 Developer name and address. The developer of the iOS App is TrueSynthesis Inc, 5900 Balcones Drive, STE 100, Austin, TX 78731, USA. Any questions, complaints, or claims with respect to the iOS App should be directed to support@verdictide.com. B.9 Third-party terms. You must comply with applicable third-party terms of agreement when using the iOS App (for example, your wireless-data-service agreement and the terms of any Third-Party AI Provider you use). B.10 Third-party beneficiary. You and TrueSynthesis acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the iOS App, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. B.11 App Store billing. Purchases, subscriptions, auto-renewal, and refunds for the iOS App made through the App Store are handled by Apple under Apple's terms and Usage Rules, which govern those transactions. -------------------------------------------------------------------------------- ADDENDUM C — VISUAL STUDIO CODE EXTENSION (.vsix / VS CODE MARKETPLACE) -------------------------------------------------------------------------------- C.1 The Verdict VS Code extension is distributed as a .vsix package and through the Visual Studio Marketplace. Your acquisition of the extension through the Marketplace is also subject to Microsoft's Visual Studio Marketplace Terms of Use, and your use of Visual Studio Code is subject to its own license. This Agreement governs the Verdict Software itself. C.2 Microsoft is not a party to this Agreement, is not the seller of the Software, and has no obligation to provide maintenance, support, or warranty for the Software. Support is provided by TrueSynthesis at support@verdictide.com. C.3 To the extent the Marketplace terms impose required end-user terms, those required terms apply to your acquisition through the Marketplace; this Agreement governs all other aspects of your use of the Software. -------------------------------------------------------------------------------- ADDENDUM D — macOS DESKTOP APPLICATION (VerdictIDE.app / DMG) -------------------------------------------------------------------------------- D.1 The macOS desktop application (VerdictIDE.app) is distributed directly by TrueSynthesis (for example, as a DMG download), is signed with an Apple Developer ID, and is notarized by Apple. Notarization is a security check; it is not an endorsement, warranty, distribution, or sale by Apple, and Apple is not the seller or distributor of the desktop application. D.2 When the desktop application is obtained directly from TrueSynthesis (and not through the Mac App Store), Addendum B does not apply to that copy. If we also distribute a build through the Mac App Store, the Apple terms in Addendum B (adapted to Apple-branded Mac products) apply to that build. D.3 You are responsible for the security of your macOS device, including operating-system updates, Gatekeeper settings, and any permissions you grant the application. -------------------------------------------------------------------------------- ADDENDUM E — verdict-code CLI AND LOCAL SERVER (verdict.localhost:6101) -------------------------------------------------------------------------------- E.1 Local-execution nature. The verdict-code command-line interface and the local server / HMI (for example, at verdict.localhost:6101) run on your own machine. Where features execute locally, Your Content is processed on your device and is transmitted off your device only when you use a feature (such as Verdict Cloud or a remote Third-Party AI Provider) that requires it. E.2 Your machine and network security. You are solely responsible for the security of the machine on which the Software runs, for the accounts and permissions on that machine, and for any decision to expose the local server to a local network or the internet. By default the local server is intended to bind to the loopback interface; if you choose to expose it beyond your machine, you are responsible for the access controls, authentication, and network protections required to do so safely, and you assume the risk of doing so. E.3 Automation and tool execution. The CLI and local server can read, write, and execute files and run tools on your machine at your direction. You are responsible for reviewing actions before allowing them, for scoping the directories and permissions you grant, and for maintaining backups. Sections 9 (AI-Output Disclaimer) and 19-20 apply with full force. E.4 Sealed / local processing. Where the Documentation states that processing is local or "sealed", that description reflects the design of the relevant feature and does not guarantee that a privileged process or user on your own machine cannot access data in memory on that machine. You are responsible for the trust posture of your own device.