Graphide Editor License

1. Parties and acceptance

These terms are a contract between Graphide, Inc., a Delaware corporation with a business address at 2215 Channing Way, Berkeley, CA 94704 ("Graphide", "we", "us"), and the individual or entity that downloads, installs or uses Graphide Editor and its associated components ("you").

By installing or using the software you accept these terms. If you do not accept them, do not install or use the software.

PLACEHOLDER — counsel to draft: click-through acceptance mechanics, authority-to-bind representation for entity users, minimum-age eligibility, and the relationship between these terms and any separate enterprise or evaluation agreement.

2. License grant

Subject to these terms, Graphide grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use Graphide Editor and the Graphide local daemon in object-code form, for your internal development purposes.

The software is licensed, not sold. Graphide and its licensors retain all right, title and interest in and to the software, including all intellectual property rights in it. No rights are granted except those expressly stated here. Components covered by a separate open-source license are governed by that license instead, to the extent of any conflict — seeThird-party notices.

PLACEHOLDER — counsel to draft: seat and device counts, whether commercial and enterprise use are in scope of the default grant, evaluation and beta terms, affiliate and contractor use, and the treatment of the separately distributed editor extension.

3. Restrictions

Except where this restriction is unenforceable under applicable law, you may not:

• reverse engineer, decompile or disassemble the software, or attempt to derive its source code, prompts or model-routing logic;
• redistribute, sell, rent, lease, sublicense or host the software as a service for third parties;
• remove, obscure or alter any proprietary notice, license notice or attribution in the software;
• use the software to build or train a competing product, or to benchmark it for publication, without our prior written consent;
• circumvent any usage limit, licensing check, rate limit or access control.

PLACEHOLDER — counsel to review: these restrictions must be reconciled with the mandatory reverse-engineering carve-outs that apply in the EU and in other jurisdictions, and with the license terms of the open-source components described below.

4. Your code and your content

You retain all rights in your source code, repositories, prompts and other material you supply to the software ("Your Content"). Graphide claims no ownership of Your Content.

You grant Graphide only the limited licence needed to operate the service for you: to transmit, process, store and display Your Content for the purpose of returning results to you, and to route it to the model providers you have configured.

PLACEHOLDER — counsel to draft: whether Your Content may be used to improve Graphide's own models or prompts (the intended answer is no, and this should be stated as a commitment rather than left silent); retention periods; export and deletion rights; the GDPR and CCPA/CPRA sections; and whether a data processing addendum is incorporated by reference.

A separate Privacy Policy describing what is collected, where it is sent and how long it is kept is being prepared by counsel and is not yet published. Until it is, no representation is made here about data handling beyond what this section states.

5. Third-party services and model providers

Graphide Editor sends the content you submit — which may include source code, file contents, shell output and repository metadata — to third-party model providers in order to produce results. Which provider receives it depends on the model you or your administrator select and on Graphide's routing configuration.

Those providers process Your Content under their own terms and privacy policies. Graphide is not responsible for third-party services, and your use of them may be subject to separate agreements between you and the provider.

PLACEHOLDER — counsel to draft: the disclosed list of sub-processors and how changes to it are notified; the treatment of aggregator routing, where a request may be served by a downstream provider selected at request time; and any data-residency or export-control commitments.

6. Feedback

If you send us suggestions, ideas, bug reports or other feedback about the software, we may use that feedback for any purpose without obligation or compensation to you. You are never required to give feedback, and choosing not to has no effect on your license.

This covers feedback however it reaches us, including through the alpha questionnaire at graphide.com/feedback. That page describes separately what happens to the answers themselves.

PLACEHOLDER — counsel to draft: whether feedback is taken as a license or an assignment, whether it is treated as non-confidential, and how this interacts with the treatment of Your Content in section 4.

7. Updates and telemetry

Graphide may provide updates, patches and new versions of the software. These terms apply to any update unless the update is accompanied by its own terms.

PLACEHOLDER — counsel to draft: automatic-update consent, the description of any diagnostic or usage data collected, and the mechanism by which a user opts out.

8. No support obligation

We are under no obligation to provide maintenance, technical support or any other service for the software under these terms. Any support we do provide is at our sole discretion and may change or stop at any time. During the closed alpha in particular, treat support as best-effort and nothing more.

PLACEHOLDER — counsel to draft: if Graphide offers a paid tier or makes any service-level commitment, that commitment is stated here and reconciled with the disclaimer of warranties in section 10.

9. Term and termination

These terms apply from the moment you first install or use the software until terminated. You may terminate at any time by ceasing all use and uninstalling the software. Graphide may terminate or suspend the license if you materially breach these terms.

On termination, the license granted in section 2 ends and you must stop using and delete all copies of the software. Sections 3, 4, 6, 10, 11, 12 and 14 survive termination.

PLACEHOLDER — counsel to draft: cure periods, notice mechanics, the effect of termination on stored data and on any paid subscription, and refund treatment.

PLACEHOLDER — counsel to resolve: the shippedLICENSE.txt separates the grant, which ends on termination, from the reservation of rights, which survives it. This page folds both into section 2, so section 2 can neither wholly survive nor wholly end and is deliberately absent from the list above. Splitting it, or stating which parts of it survive, is a drafting decision rather than an engineering one.

10. Disclaimer of warranties

The software is provided "as is" and "as available", without warranty of any kind. To the maximum extent permitted by law, Graphide disclaims all warranties, express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Graphide does not warrant that the software will be uninterrupted, secure or error-free, or that output produced by a language model will be accurate, complete or suitable for any purpose. You are responsible for reviewing and testing any code the software generates or modifies before relying on it.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

11. Limitation of liability

PLACEHOLDER — counsel to draft the operative language. The intent is a customary exclusion of indirect, incidental, special, consequential, exemplary and punitive damages, and of lost profits, lost revenue, and loss or corruption of data, together with an aggregate liability cap tied to amounts paid in a defined preceding period, subject to the exclusions that cannot lawfully be limited.

No figure, cap or carve-out is stated here yet, and none should be inferred from this section's existence.

12. General

PLACEHOLDER — counsel to draft: governing law and venue, dispute resolution and any arbitration or class-action waiver, export control and sanctions compliance, U.S. government end-user rights, assignment, severability, waiver, entire agreement, notices, and how changes to these terms take effect.

Until that is drafted, the LICENSE.txt file distributed with the application is more complete than this section: it states operative terms on export control and sanctions, U.S. government end users, entire agreement, severability, waiver and assignment, and an address for legal notices. Where this page is silent and that file is not, read that file. If the two ever conflict on the same point, the file shipped with the software governs.

Governing law and venue are the exception, and worth stating plainly rather than leaving to be discovered: that section of the shipped file is also unagreed, soneither document currently names a governing law, a venue, or a dispute resolution mechanism. Do not read the cross-reference above as implying otherwise.

13. Third-party notices

Graphide Editor is a derivative work of Visual Studio Code, the open-source code editor published by Microsoft Corporation atgithub.com/microsoft/vscode. Substantial portions of Graphide Editor consist of, or are derived from, that source code, and those portions remain licensed under the MIT license reproduced below. Nothing in the preceding sections of this document limits any right you have in those portions under that license. Where these terms conflict with the MIT license as to MIT-licensed code, the MIT license governs.

The complete MIT license text applicable to that code follows, reproduced verbatim:

MIT License

Copyright (c) 2015 - present Microsoft Corporation

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.

Graphide Editor also incorporates other open-source components, each under its own license.

PLACEHOLDER — engineering to produce: a complete, generated third-party dependency manifest listing every bundled component, its version, its license and its copyright notice, for both the editor and the local daemon. This page currently reproduces only the notice for the upstream editor codebase and is not a complete attribution list.

14. Trademark disclaimer

Graphide, Inc. is not affiliated with, endorsed by, or sponsored by Microsoft Corporation.

"Visual Studio Code", "Visual Studio" and "Microsoft" are trademarks of Microsoft Corporation. Graphide uses those names nominatively — solely to describe the origin of the underlying source code on which Graphide Editor is built, as required for accurate attribution. No claim of ownership, affiliation, partnership, sponsorship or endorsement is made or should be inferred.

The MIT license reproduced above grants rights in the copyrighted source code only. It does not grant any trademark rights, and Graphide asserts none.

All other trademarks referenced in the software or on this page are the property of their respective owners.

15. Contact

Graphide, Inc.
2215 Channing Way, Berkeley, CA 94704, United States
hello@graphide.com

Questions about attribution or about a third-party component in Graphide Editor can be sent to the same address.