Farside Research Commercial License Agreement

1. Definitions

1.1 "Software" means the Covered Projects, in source and object form, together with their documentation. "Covered Projects" means every open-source engine that Farside had made generally available under the AGPL on the date your first Term starts, as listed in your Order, and any engine Farside later adds to your license in writing. Farside may release further engines, but it does not promise to add them to an existing license.

1.2 "Release" means a version of the Software that Farside publishes as generally available, such as a tagged version on the project repository or package index. During a paid Term you may also use previews and development builds that Farside publishes in the public project repository, but Section 7.2 does not apply to them.

1.3 "Affiliate" means an entity that controls, is controlled by, or is under common control with the Licensee, where "control" means owning more than 50% of the voting interests or having the power to direct its management. An investment fund that controls the Licensee, and the fund's other portfolio companies, are not Affiliates, are not counted in Headcount and are not licensed under this agreement. A fund or another portfolio company that wants to use the Software needs its own license.

1.4 "Headcount" means the number of individuals who work for the Licensee and its Affiliates on the day it is measured, each counted once. It includes:

(a) employees, full-time or part-time;

(b) owners and partners who work in the business, including a sole proprietor; and

(c) individuals engaged as contractors, or through a staffing agency, employer of record, outsourcing provider or similar arrangement, who spent more than half of their working time on work for the Licensee or its Affiliates during the previous three months.

It is not limited to engineers.

1.5 "Band" means the Headcount range and its monthly and yearly fees listed on the Farside licensing page. Your Band, billing period and fee are stated in your Order.

1.6 "Order" means the checkout confirmation, invoice or signed order form that records the Licensee, Band, billing period, fee, Term start date, payment method and the version of this agreement you accepted.

1.7 "Term" means the billing period you purchased, either one month or one year, starting on the date in your Order, and each renewal of it for a period of the same length.

1.8 "Licensee Product" means a product, service, internal tool or system that you build, distribute or operate, that includes or uses the Software, and that does not give its users general-purpose access to the Software's agent capabilities. A product does not give general-purpose access just because its users choose their own inputs, repositories, settings or instructions within workflows that you define. Section 3.4 describes general-purpose access.

1.9 "Third-Party Components" means the open-source packages that the Software includes or installs and that are listed in its NOTICE and THIRD_PARTY_LICENSES.md files. Each stays under its own license.

2. Relationship to the AGPL

2.1 Each Covered Project is also published under the AGPL. This agreement is an alternative to the AGPL for the Licensee. When you use the Software under this agreement, the AGPL's conditions, including its requirements to offer source code to users and recipients, do not apply to that use.

2.2 Nothing in this agreement limits rights you have under the AGPL for copies you choose to use under the AGPL.

2.3 The Software licensed under this agreement is the same code that Farside publishes under the AGPL. This agreement grants different terms for that code, not additional features. Support, indemnification and other commitments in an Order are services and contract terms, not code withheld from the AGPL release. Separate application or integration code that Farside writes for you under an Order and that you own is part of your Licensee Product, not the Software. A modification of the Software itself is not exempt from Farside's publication commitments because you own it or commissioned it. A security fix that Farside shares with affected parties under embargo, for up to 30 days before it publishes the fix under the AGPL, is not code withheld from the AGPL release. This section prevails over any Order, and no later version of this agreement may weaken it for Releases already covered by it.

2.4 This agreement does not change the license of any Third-Party Component. You must follow those licenses, including their notice requirements. Farside has chosen Third-Party Components that use permissive licenses, so that they do not impose copyleft obligations on Licensee Products.

3. License grant

3.1 Every Band. Subject to this agreement, Farside grants you and your Affiliates a worldwide, non-exclusive, non-transferable license during the Term to:

(a) use, copy and modify the Software, and keep your modifications private;

(b) use the Software, with or without modifications, inside Licensee Products, including internal tools and closed-source products and services that you operate for your own customers; and

(c) distribute the Software in object or source form as an integrated part of a Licensee Product, directly or through distributors and resellers, and grant your customers (including their affiliates and service providers acting for them) a sublicense to use it only as part of that Licensee Product.

3.2 Customer terms. When you distribute the Software under Section 3.1(c), your customer terms must, to the extent permitted by law and by the standard terms of the platform you distribute through: limit the use of the Software to use as part of the Licensee Product; prohibit extracting it for separate use or distributing it other than as part of the Licensee Product; disclaim any warranty or liability of Farside; and keep Farside's copyright notices in the product's documentation or notices file. Distributors and resellers may pass the Licensee Product on only with the same restrictions. Sublicenses granted in compliance with this section survive the end of your Term for copies delivered before it ended.

3.3 Contractors. Your contractors and service providers may exercise these rights only on your behalf and for your benefit. You are responsible for their compliance.

3.4 What requires an Enterprise Order. The following are not included in the standard Bands. They are licensed only to the extent an Enterprise Order expressly grants them:

(a) distributing or sublicensing the Software, alone or as a thin wrapper, as a library, SDK, engine or component that your customers use to build their own products (OEM or white-label distribution); and

(b) offering third parties general-purpose access to the Software's agent capabilities, hosted or installed, meaning a product whose main function is to let its users direct the agent at tasks of their own choosing, regardless of any workflow, interface or branding you add around it (general-purpose agent products).

Examples. A code review product that uses StateFrame to review the pull requests and repositories your customers pick, following review settings they configure, is a Licensee Product. So is an internal tool, or a feature of a larger product that runs StateFrame in a workflow you define. A hosted service or an installed application whose main purpose is to let users give the agent any coding task they like, including one sold under your own brand, is a general-purpose agent product.

3.5 Headcount above 1,000. Licensees with a Headcount above 1,000 when they buy are licensed through an Enterprise Order. A Licensee that grows above 1,000 during a Term keeps its license until the next renewal under Section 5.2. If it renews at the Scale Band with a Headcount above 1,000, that renewal is a bridge for up to 90 days while the parties sign an Enterprise Order, and the fees already paid for the bridge are credited against it.

3.6 Invoice purchases. Invoice payment is available only for yearly Terms. If you pay by invoice, your rights under this agreement start when we receive payment of the invoice for your first Term, and we send your license key at that time. Your first Term still runs from the Term start date in your Order, so paying later in the payment period does not extend it. Renewals paid by invoice are governed by Sections 6.2 and 6.6.

3.7 No other rights. Farside keeps all rights not expressly granted. No license is granted by implication or estoppel.

4. Restrictions and notices

4.1 You may not remove or alter copyright, license or attribution notices in the Software. You may omit them from the user interface of a Licensee Product if they remain in its documentation or notices file. Source files may keep their AGPL headers; when you distribute the Software under this agreement, include a notice that your copy is distributed under a commercial license from Farside Research LLC.

4.2 You may not use the Software beyond the scope in Section 3, use it in violation of applicable law, or circumvent any license-key or entitlement mechanism that Farside may provide.

4.3 You may not represent that a Licensee Product is made, endorsed or supported by Farside without our written consent.

5. Headcount, Bands and certification

5.1 You certify your Headcount when you buy. Each renewal, including an automatic renewal, is your certification that your Headcount on the renewal date is within the Band you are renewing. If it is not, you must move to the correct Band before the renewal date, or tell us within 30 days after it and pay the difference under Section 5.3.

5.2 If your Headcount grows into a higher Band during a Term, the change applies from your next renewal. You do not owe more for the current Term.

5.3 If a Headcount you certified was understated, you will pay the difference between the fee you paid and the fee for the correct Band for each affected Term, within 30 days of our invoice.

5.4 Once in any 12-month period, on at least 30 days' written notice, we may ask for a written statement of your Headcount signed by an officer or owner of the Licensee. We will treat it as Confidential Information. We will not conduct on-site audits under the standard Bands.

6. Fees, renewal and cancellation

6.1 Fees are stated in your Order, are billed in advance for each Term, monthly or yearly according to the billing period in your Order, and are in US dollars. They exclude taxes. You are responsible for sales, use, value-added and similar taxes on the fees, other than taxes on Farside's income.

6.2 Monthly Terms are paid by card. Yearly Terms are paid by card or by invoice. If you pay by card, you authorize Farside and its payment processor to charge the fee for each Term when it starts. If you pay by invoice, each invoice is due within 30 days of its date.

6.3 Automatic renewal. Each Term renews automatically for another Term of the same length, one month or one year, by the same payment method, until you cancel. At least 30 days and no more than 45 days before each renewal date of a yearly Term, we will email the billing address in your Order with the renewal date, the Band and fee that will be charged, a reminder to confirm your Headcount, and a link to cancel.

6.4 Cancellation. You can cancel online at any time from the Manage license page linked in your confirmation and reminder emails, or by emailing the licensing address on the Farside licensing page. Cancellation stops future renewals and takes effect at the end of the current Term, the month or year you have paid for. It does not end the current Term early.

6.5 Price changes. We may change Band prices for future Terms. A price change applies to you only from a renewal date at least 30 days after we tell you about it. If the fee for your renewal is higher than the fee you last paid for the same Band, we will not charge or invoice the higher fee unless you confirm it, and if you do not, your license will not renew. In addition to that notice, we will send a separate notice of any price change, with how to cancel, at least 7 calendar days and at least 5 business days, and no more than 30 days, before it takes effect.

6.6 Late payment. If a fee is more than 30 days overdue, we may notify you, and if it remains unpaid 15 days after that notice, we may suspend the license for the unpaid Term until you pay. Suspension does not affect Releases covered by an earlier Term that you paid in full. If you pay by invoice and a renewal invoice is not paid within 45 days of the renewal date, the renewal is treated as cancelled on the renewal date: no fee is owed for that Term, and Section 7.2 applies to the earlier Terms you paid for.

6.7 Refunds. All sales are final. The fee for each Term, monthly or yearly, is non-refundable, except as required by law and except as stated in Section 14.4. No other Farside refund policy applies to this license.

6.8 Changes at renewal. A change of Band, or a switch between monthly and yearly billing, takes effect at your next renewal date. It does not change the Term you have already paid for, and no fee is prorated.

7. Releases and rights after the Term

7.1 During a paid Term you may use every Release that Farside publishes.

7.2 When your Term ends without renewal, your license continues, without further fees and for as long as you comply with this agreement, for every Release published before the Term ended and covered by a Term you paid in full. The continuing license has the same scope as Section 3 but covers only the Licensee and the Affiliates it had on the last day of its last paid Term. An entity that later acquires the Licensee or becomes its Affiliate is covered only for the Licensee Products that existed on the last day of that Term, including their updates and replacements, and needs its own license for any other use.

7.3 Section 7.2 does not apply if Farside terminates this agreement for your uncured material breach.

7.4 Access to new Releases ends with your last paid Term.

8. Support

8.1 Standard Bands do not include support. Farside fixes defects in the Software in its regular Releases, at its discretion, and does not commit to fixing a particular defect by a particular date. Support, and any response times, apply only when an Enterprise Order describes them.

8.2 Farside licenses the Software, not your project. Your Licensee Products, your integration, configuration, deployment and operation of the Software, and any modifications you made are your responsibility. This agreement does not include implementation, integration or consulting work, custom features, or builds made for a single customer.

9. Ownership, feedback and contributions

9.1 Farside and its licensors own the Software and all intellectual property rights in it. You own your modifications and Licensee Products, subject to Farside's rights in the Software they include.

9.2 You do not have to share your modifications. If you choose to contribute changes to a Covered Project, that project's Contributor License Agreement governs those contributions.

9.3 If you give Farside suggestions or feedback, Farside may use them without restriction or payment. Feedback does not grant Farside rights in your code unless you contribute that code under Section 9.2.

10. Confidentiality

10.1 "Confidential Information" means non-public information that one party discloses to the other under this agreement and that is marked confidential or would reasonably be understood to be confidential, including your Headcount statements and the terms of an Enterprise Order. The Software is not Confidential Information.

10.2 Each party will use the other's Confidential Information only to perform this agreement and will protect it with at least reasonable care. These duties do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information when required by law, after giving reasonable notice where the law allows.

11. Warranties and disclaimers

11.1 Farside warrants that it has the right to grant the licenses in this agreement.

11.2 The Software runs AI agents that can read and change files, run commands and call external services on the systems where you run it. You are responsible for where and how you run it, however it is configured, including with its default settings: sandboxing, access controls, review of its changes before you rely on them, and backups. Farside is not responsible for actions the Software takes on your systems or your customers' systems, or for the output of any language model you connect to it.

11.3 EXCEPT AS STATED IN SECTION 11.1, THE SOFTWARE AND SUPPORT ARE PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, FARSIDE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED.

12. Limitation of liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE LICENSEE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

12.3 Sections 12.1 and 12.2 do not limit your obligation to pay fees, liability for using the Software beyond the scope of the license, or liability that cannot be limited by law.

13. Indemnification

13.1 Standard Bands do not include indemnification by Farside. Intellectual property indemnification is available only under an Enterprise Order that sets out its terms.

13.2 You will defend Farside against third-party claims to the extent they arise from your modifications to the Software, from parts of your Licensee Products that Farside did not provide, from your breach of this agreement, or from your unlawful use of the Software, and you will pay the resulting damages and costs finally awarded or agreed in settlement. This obligation does not cover claims that the unmodified Software infringes a third party's rights, claims caused by Farside's breach of this agreement, or claims caused by Farside's gross negligence or willful misconduct. Under the standard Bands it is subject to the limit in Section 12.2. Farside will promptly notify you of the claim, let you control its defense and settlement (you may not settle in a way that admits fault by Farside or binds it to act without its consent), and give you reasonable help at your expense.

14. Term and termination

14.1 This agreement starts when you accept it and continues for each Term and for any continuing license under Section 7.

14.2 Either party may terminate this agreement if the other party materially breaches it and does not cure the breach within 30 days after written notice that describes it.

14.3 When this agreement ends, you must stop using the Software under this agreement, except under a continuing license under Section 7.2 or customer sublicenses under Section 3.2. You may continue to use it under the AGPL if you comply with the AGPL.

14.4 If you terminate for Farside's uncured material breach, Section 7.2 applies to the Releases you paid for, to the extent Farside can lawfully grant them, and Farside will refund the unused portion of the fee for the current Term, calculated by days.

14.5 Sections 2.3, 3.2, 5.3, 6.1, 7.2, 7.3, 9, 10, 11.2, 11.3, 12, 13, 14.3, 14.4, 14.5 and 15 survive.

15. General

15.1 Assignment. You may not assign this agreement without our written consent, which we will not unreasonably withhold, except to a successor to all or substantially all of your business or assets to which this agreement relates, with written notice to us. The successor's Headcount applies from the next renewal. Continuing rights the successor inherits from Terms paid before the assignment cover only the acquired business and its Licensee Products, including their updates and replacements. Terms the successor pays for at its own Headcount earn continuing rights for the successor and its Affiliates under Section 7.2. Farside may assign this agreement to a successor to its business or to the Software, and the successor is bound by it.

15.2 Export. You will comply with the export control and sanctions laws that apply to your use and distribution of the Software.

15.3 US Government. The Software is commercial computer software. Government users receive only the rights in this agreement.

15.4 Governing law and venue. The laws of the State of West Virginia govern this agreement, without regard to its conflict of laws rules. The state and federal courts located in West Virginia have exclusive jurisdiction, and each party consents to them, except where the law of your residence gives you, as an individual, a right to bring or defend a claim in your local courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.5 Notices. Notices to Farside go to the licensing email address on the Farside licensing page, or by mail to Farside Research LLC, PO Box 83, Inwood, WV 25428. Notices to you go to the billing email address in your Order. Notices are effective when sent by email, unless the sender receives a delivery failure.

15.6 Order of precedence. If there is a conflict, a signed Enterprise Order controls, then any other Order, then this agreement, except that Section 2.3 prevails over any Order.

15.7 Changes. Farside may publish new versions of this agreement. A new version applies to you only from a renewal date at least 30 days after we notify you of it. We will repeat that notice, with how to cancel, at least 7 calendar days and at least 5 business days, and no more than 30 days, before that renewal date. A new version never reduces the continuing license under Section 7.2 for Releases you already paid for. The version recorded in your Order governs your current Term.

15.8 Entire agreement. This agreement and your Order are the entire agreement between the parties about the commercial license for the Software and replace any earlier discussions about it. Terms in your purchase order or other documents do not apply, even if we accept or sign them.

15.9 Other terms. If a provision is unenforceable, the rest of the agreement remains in effect and the provision is enforced to the maximum extent permitted. A failure to enforce a provision is not a waiver. The parties are independent contractors. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.