UTIM PROPRIETARY SOFTWARE END USER LICENSE AGREEMENT (EULA)

Copyright (c) 2026 Emend AI. All Rights Reserved.

IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE UTIM CLI SOFTWARE.

1. PROPRIETARY SOFTWARE
UTIM CLI ("Software") is proprietary commercial software developed and owned exclusively by Emend AI ("Licensor"). The Software is licensed, not sold, to you ("Licensee") under the terms and conditions of this Agreement.

2. LICENSE GRANT
Subject to compliance with this Agreement and payment of applicable subscription or usage fees:
- Free Tier License: Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to install and use the Software for personal, open-source learning, and non-commercial evaluation purposes.
- Commercial Tier License: Paid subscribers (Hobby, Pro, Max, Ultimate Tiers) or users with active Bring Your Own Key (BYOK) configurations are granted a non-exclusive, non-transferable license to use the Software for commercial software engineering, corporate repositories, and professional client work.

3. RESTRICTIONS
Licensee shall NOT:
- Reverse engineer, decompile, disassemble, modify, or attempt to discover the source code or underlying client orchestrator mechanisms of compiled Software binaries.
- Circumvent rate limits, credit accounting controls, or 5-hour quota refill mechanisms.
- Sublicense, resell, rent, lease, or distribute the Software to third parties without prior written authorization.
- Create duplicate or automated accounts to harvest free promotional credit allocations.

4. INTELLECTUAL PROPERTY
All title, ownership, brand trademarks, domain adaptation engines, AST parsing logic, and intellectual property rights in and to the Software remain the exclusive property of Emend AI. Licensee retains 100% full ownership of all user prompts submitted and code files generated in their local workspaces.

5. NO WARRANTY & LIMITATION OF LIABILITY
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. IN NO EVENT SHALL EMEND AI OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIM, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DATA LOSS, REPOSITORY CORRUPTION, OR API BILLING COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE.
