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Changeset Terms of Service

Version 0.5.0 · Effective

Changeset is a desktop application for reviewing the changes in a git repository on your own computer. These Terms of Service govern your licence to install and use Changeset. By downloading, installing, or using Changeset, you agree to be bound by these Terms. If you do not agree, do not install or use it.

Contents

1. About Changeset and These Terms

Changeset ("the Software") is a desktop application, licensed to you by APP-UNIVERSA INFORMATION TECHNOLOGY SERVICES ("App Universa", "the Licensor", "we", "us"), a sole proprietorship registered in the Philippines with the Department of Trade and Industry under Business Name No. 6321415. It reads git repositories that already exist on the computer where it is installed and presents their changes for review.

The Software runs a server on your own computer and serves its review interface to a web browser on that same computer. It is a desktop application rather than a hosted service precisely so that your working tree does not have to leave your machine to be reviewed.

1.1 Scope of These Terms

These Terms govern the Software itself. Your use of the website through which you obtain the Software, and any account you hold there, is governed separately by the App Universa Global Terms of Service and the Global Privacy Policy. Where these Terms and the Global Terms of Service conflict on a matter specific to the Software, these Terms prevail.

1.2 Eligibility

You must have the legal capacity to enter into a binding contract to accept these Terms. If you install or use the Software on behalf of an organisation, you represent that you are authorised to bind that organisation, and "you" means that organisation.

2. Licence Grant

2.1 What the Licence Permits

Subject to your compliance with these Terms and, for a paid licence, to payment in full, the Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the licensed version of the Software for your own internal purposes, on any number of devices you personally use.

A licence is for one individual. If you acquire it on behalf of an organisation, it covers one named person in that organisation, and the organisation needs one licence for each person who uses the Software.

This is a licence, not a sale of the Software. Except for the rights expressly granted here, no rights are granted to you by implication, estoppel, or otherwise.

2.2 Restrictions

You may not, and may not permit any other person to:

  • Copy, distribute, publish, rent, lease, lend, sell, resell, or otherwise transfer the Software or your licence to it, except as expressly permitted by these Terms or by law that cannot be excluded by agreement.
  • Reverse-engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent that applicable law expressly permits this despite this restriction, and except in respect of any third-party component whose own licence grants you that right (Section 9).
  • Modify the Software, create derivative works from it, or remove, obscure, or alter any proprietary notice, licence text, or attribution it displays or ships with.
  • Circumvent, disable, or interfere with any licensing or usage limitation, or use the Software beyond the scope of the licence you hold.
  • Use the Software to infringe any third party's rights, or in violation of any applicable law, regulation, or export control.

Breach of this Section 2.2 is a material breach and terminates your licence automatically under Section 14.

2.3 Ownership

The Software, including its source code, interface, design, trademarks, and all intellectual property in it, is and remains the exclusive property of the Licensor and its licensors. The Software is protected by copyright and other laws. Third-party components within the Software remain the property of their respective owners and are licensed under their own terms (Section 9).

You retain all rights in your own repositories, source code, notes, and other content. The Licensor claims no ownership of, and acquires no licence to, anything you review with the Software.

3. Purchase, Versions, and What a Licence Covers

3.1 One-Time Purchase, No Subscription

A paid licence for the Software is a one-time purchase of the price stated at the point of purchase. There is no recurring subscription fee payable to the Licensor for the Software itself. Separately billed third-party services, in particular the coding agent and the subscription to it described in Section 6, are not included and are not part of this purchase.

3.2 What Your Purchase Entitles You To

Your purchase grants you a perpetual licence to the version of the Software you purchased. "Perpetual" means the licence to that version does not expire and does not lapse for non-payment of any further fee. You may continue to use that version indefinitely, subject to these Terms and to Section 14 (Termination).

3.3 What Your Purchase Does Not Entitle You To

A licence to one version is not a licence to any other version. In particular, your purchase does not entitle you to:

  • Future versions, upgrades, or new releases of the Software, whether or not they are described as major or minor. Whether a later version is made available to existing licensees free of charge, at a discount, or only at full price is at the Licensor's discretion and is stated at the time that version is offered.
  • Any update, bug fix, security patch, or maintenance of the purchased version. The Licensor has no obligation to maintain, patch, or continue to distribute any version (Section 13).
  • Any support, response time, or service level, except as separately agreed in writing.
  • Continued compatibility with any operating system, browser, version of git, or third-party service. A change outside the Software may render a purchased version unusable, and the Licensor is not obliged to remedy it (Section 5.5).

Any price below the full price of a licence, including a price for existing owners (an upgrade price) and a price for buying many licences at once (a volume price), is offered as goodwill or as a promotion. It is not part of any licence and is not earned by any purchase.

3.4 Delivery, Platforms, and Architecture

The Software is delivered as a download. It is offered for the platforms and processor architectures listed at the point of download at the time you purchase, and for no others. The Licensor does not warrant that a build exists, or will ever exist, for any platform, distribution, version, or architecture not listed there.

The Licensor makes the version you purchased available for you to download for as long as it is able to serve it. No minimum period is promised: the Licensor is not obliged to keep a copy of that version, or of any other version, available to download, even while it is the current version, and a version may stop being available at any time without notice. The same applies to the people you bought licences for, and to any download key, which has no expiry unless one was set for it. Keep your own copy of what you download.

The Licensor may also remove a build from download at any time, for example because it is defective. Once a build is removed, it can no longer be downloaded by you, by anyone you bought licences for, or with any download key.

3.5 Payment and Refunds

Prices are stated at the point of purchase and are exclusive of any tax, duty, or levy unless stated otherwise; you are responsible for any such amount. The Licensor may change any price at any time, without notice, including the price of a licence, a price for existing owners and a price for buying many licences at once. A change does not affect a purchase already made: the price shown at checkout is the price of that purchase. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle's own terms apply to the transaction, and the Licensor does not store your payment card details.

You may request a full refund within the refund period shown at checkout and on your order page, which is never less than 14 days from the date of purchase. A refund ends the licence that purchase granted (Section 14.4). Nothing in this Section limits any statutory right of withdrawal, cancellation, or refund available to you as a consumer under mandatory law.

If the version you bought stops being available to download before you have been able to download it, you may request a full refund of that purchase at any time, even after the refund period above, by contacting us at the address in Contact Information. The refund is made through Paddle.com, and a refunded purchase ends the licence it granted. The same applies to licences you bought for other people under Section 3.6 that could not be downloaded.

3.6 Buying for Other People

You may buy licences for other people, up to the number offered at checkout. That purchase gives you no licence yourself. It gives you download keys to send to the people you choose: one for each licence, or, if you choose at checkout, one key shared by all of them. A key for one licence grants it to the person who first downloads the Software with it and accepts these Terms; a shared key grants one licence to each person who downloads the Software with it and accepts these Terms, up to the number you bought. Section 2.2's restriction on transferring a licence does not prevent this. A key has no expiry unless you set one. You may set or remove an expiry date, and withdraw any key or all of them, at any time; withdrawing a key stops further downloads with it but does not take back a licence it has already granted. The purchase is refundable to you under Section 3.5, and a refund or chargeback of a licence ends the licence it granted. If a purchase for other people is refunded or charged back, the licences it granted end (Section 14.4), and you must tell the people you gave its download keys to that their licences have ended and that they must stop using the Software and delete every copy of it.

3.7 Buying Without an Account

You may buy a licence for yourself without an account, with just your email address, where the Changeset page offers it. The licence is the one Section 3.2 describes. We email the address you give a download key for that version: a link to a page where you confirm each build's requirements and download it. Keep that email private. The key has no expiry, so anyone you forward it to can download that version with it until it is ended. Opening it or downloading with it never signs anyone in or creates an account. If you mistype the address, the key goes to whoever owns it: tell us at the address in Contact Information, and the owner of that address can end the key with the Report link in the email. If you chose to create an account when buying, we send a separate sign-up link to that address; signing in with that address at any time links the purchase to your account. You request a refund on the refund page linked from that email, with your download key, within the refund period of Section 3.5, and a refund ends the key and the licence it granted.

4. No Trial Version

Changeset is offered only as a paid licence. No free or trial version of the Software is provided.

The Licensor may also grant licences to a version without charge, by a download key it issues for a stated number of people; each is the same licence a purchase confers, and none is a free or trial version of the Software.

5. System Requirements and External Dependencies

5.1 What the Software Brings With It

The Software bundles its own application runtime and its own local server. You do not need to install a JavaScript runtime, a package manager, or any development toolchain to run it.

5.2 git

The Software requires git to be installed on your system and available to it. git is not bundled with, and is not distributed by, the Software: the Software locates and runs the copy of git already present on your computer. On Linux, the installation package declares git as a package dependency so that your package manager installs it if it is missing.

Consequently, the Licensor makes no representation or warranty about git, does not control its version or behaviour, is not responsible for its licensing, and is not liable for any act, omission, defect, data loss, or repository change caused by git or by your configuration of it. The Software's git-backed features will not work if git is absent, is too old, or is misconfigured.

5.3 Operating-System Components

On Linux, the Software's window relies on system-provided web-rendering libraries that are declared as package dependencies and resolved by your package manager. They are components of your operating system, not of the Software, and are not distributed by the Licensor (Section 9.3).

5.4 Your Environment Generally

You are responsible for your own computer, operating system, network, browser, git configuration, and repositories, and for ensuring they meet the stated requirements. For each build, the Licensor states the operating system versions it was tested on. Installing the Software on any other version is at your own risk, and the Licensor does not guarantee that it will work. This does not limit your refund under Section 3.5 or any right you have under applicable law. The Software is designed to run against repositories on local storage. Using it against network shares, mounted volumes, synchronising folders, containers, or any other indirection is unsupported and is at your own risk.

5.5 Changes Made by Dependencies

The Software depends on software it does not control:

  • the third-party components built into each version (Section 9);
  • the software it uses from your own system: git (Section 5.2), your operating system and its libraries (Section 5.3), and your browser;
  • for the agent features, the coding agent you connect and the tools it runs on your computer (Section 6).

Their authors change them on their own schedules, and a change to any of them can break, degrade, or alter what the Software does.

Each version of the Software is a fixed build (a binary), provided as is (Section 10), with exactly the components it was built with. To the maximum extent permitted by applicable law:

  • A breaking change introduced by any dependency, whether built into the Software or present on your system, is not the Licensor's responsibility to patch, work around, or support.
  • The Licensor is not obliged to release a new build or a fix because of such a change.
  • If the Licensor does release a version that works with the changed dependency, it is a new version, and Section 3.3 decides whether your licence covers it.

Section 11.6 continues to apply: this Section does not limit any right you have under mandatory consumer law.

6. Your Coding Agent and Its Provider

6.1 A Separate Product, Separately Billed

The Software's agent features, in which a coding agent answers your review notes and makes changes you ask for, are performed by a coding agent that you install, sign in to, and run yourself, such as Claude Code from Anthropic or Gemini in Antigravity from Google, and run on your own subscription with that agent's provider (the "Agent Provider"). The agent and that subscription are separate products, purchased from and billed by the Agent Provider. The Licensor neither includes, resells, sublicenses, nor provides them, and no part of any fee you pay for the Software is payment for them.

The agent connects to the Software over the Model Context Protocol. Like git, it is not bundled with the Software and is not distributed by the Licensor. The Licensor tests the Software with the agents it names at the point of download; others that support the protocol may work but are not tested, and the Licensor does not warrant that any particular agent works with the Software.

6.2 Your Agent Provider's Terms Govern

Your use of a coding agent is governed exclusively by your agreement with its Agent Provider, including that provider's own terms of service, usage policies, and privacy policy. Those terms prevail over these Terms in respect of the agent. You are responsible for reading them, for complying with them, for your subscription's cost, limits, and availability, and for the consequences of anything you instruct the agent to do.

6.3 Without an Agent

Without a connected coding agent and an active subscription to it, the Software's review, diff, and preview features still work; no agent can answer notes or change your working tree. The Licensor does not warrant that any agent-dependent feature will be available, will continue to be available, or will behave in any particular way, and a change by an Agent Provider to its products, pricing, terms, availability, or interfaces is outside the Licensor's control.

6.4 No Responsibility for an Agent's Output

A coding agent is a third-party service, and its output is generated by an AI model. The Licensor does not review, verify, endorse, or take responsibility for anything an agent produces, suggests, writes, deletes, or executes, whether inside your repository or outside it. Section 11.4 sets out the consequences.

7. Data Handling: What Stays on Your Machine and What Does Not

This Section is a binding description of how the Software handles your content, not a marketing statement. It is stated in full because the Software's core promise is that your code does not have to leave your machine to be reviewed.

7.1 The Software Does Not Upload Your Code

The Software has no hosted backend, no account, and no cloud component. It does not upload, copy, transmit, mirror, or otherwise send your repositories, files, diffs, commit history, or review notes to the Licensor or to any server operated by or for the Licensor. No such server receives any of it: the one request the Software makes to the Licensor, the version check in Section 7.2, carries none of it. Everything the Software reads, it reads from your own disk; everything it displays, it serves from your own machine.

7.2 No Telemetry, No Analytics, No Automatic Updates

The Software does not collect telemetry, usage analytics, crash reports, or diagnostic data, and does not transmit any to the Licensor or to any third party. It does not contact any server to validate a licence.

The Software does check whether a newer version is available. It does so by itself from time to time, and whenever you ask it to. To do so it asks the Licensor's website at appuniversa.com, and the request identifies the platform, processor architecture and package type of your installed copy, the name and version of your operating system, and the version you have installed. The website answers whether a newer version is available. The Licensor's application does not store what the request identifies, though its hosting provider's request logs may hold it briefly. The request carries none of your repositories, files, notes, or settings. Like any request to a website, it reveals your network address to the Licensor's servers, which is handled under the Global Privacy Policy (Section 7.6).

When a newer version is available, the Software tells you so. It never downloads, installs, or applies a new version by itself: the Software contains no automatic update mechanism, and obtaining any new version is your own act, subject to Section 3.3.

7.3 Links You Choose to Open

Where the Software offers a help or documentation link, and you click it, your operating system opens that address in your own browser and the request goes to the third party operating that address. That request is made by you, at the moment you click, and is subject to that third party's own terms and privacy practices.

7.4 Where the Software Stores Its Own Data

The Software stores its configuration, its list of repositories, and the review notes you write, as ordinary files on your own computer, outside the repositories being reviewed. Their default locations are described in the Software's documentation, and the location of the notes store can be changed from within the Software. These files remain yours, on your disk, under your control. Deleting them is your responsibility, and doing so may lose notes you wanted to keep.

Note that the notes you write can quote your source code, and are stored outside the repository they describe. If you move, copy, back up, or share that folder, you move, copy, back up, or share whatever your notes contain. Section 7.7 describes the notes folder, what it holds, and how a cloud service may copy it.

7.5 The One Exception: Your Coding Agent

When you use the agent features, repository content leaves your machine. Those features work by running a coding agent on your computer, in the repository you are reviewing. The agent sends the content it reads, which can include your source code, file paths, notes, and command output, to its Agent Provider (for example, Anthropic for Claude Code, or Google for Gemini) in order to produce a response. This is inherent to how such agents work and is not something the Software can prevent while those features are in use.

This is the single exception to Section 7.1, and it is under your control: the transmission happens because you asked an agent for something. If you do not use the agent features, no repository content leaves your machine. What the Agent Provider does with that content is governed by your agreement with it (Section 6.2), not by these Terms.

7.6 Personal Data

The Software does not require an account and does not send personal data to the Licensor, except that the version check in Section 7.2, like any request to a website, discloses your network (IP) address to the Licensor's servers. Where you obtain the Software through a website or make a purchase, the personal data involved in that transaction is handled under the Global Privacy Policy at https://www.appuniversa.com/privacy-policy and by the privacy policy of Paddle.com, which sells the licence as our reseller and Merchant of Record.

7.7 Your Notes Folder, Your Conversations With Agents, and Cloud Backup

The Software keeps your notes in a folder on your own computer that you choose when the Software first opens. Unless you choose another, it is a folder named Changeset inside your Documents folder. You can move it later from within the Software.

That folder holds:

  • your review threads and every reply in them;
  • your conversations with coding agents, meaning what you write to them and what they write back, including their proposals, plans, and summaries;
  • the files agents hand over to you in those threads, such as plans, mockups, images, and reports.

Any of these can quote your source code, and anything else you or an agent wrote into them.

The folder may be backed up to the cloud by other software on your computer. If the folder you choose is one that a cloud storage, synchronisation, or backup service copies, your notes, including your conversations with agents, may be uploaded to and stored by that service. For example, on macOS, iCloud Drive copies your Documents folder, and with it the default notes folder, when its "Desktop & Documents Folders" option is turned on. That copying is done by the service, under your agreement with its provider. It is not done by the Software, it is not an exception to Section 7.1, and the Licensor neither operates nor controls that service nor receives anything from it.

You are responsible for choosing a folder whose storage and backup you are comfortable with, and for the settings of any service that copies it. When the Software asks you where to keep your notes, it asks you to acknowledge, before it starts, that the folder will hold your notes, including your conversations with agents, and that it may be backed up to the cloud. That acknowledgement and this Section describe the same thing.

Wherever the folder is kept, what you write to a coding agent is also sent to its Agent Provider while the agent works on it, as Section 7.5 describes.

8. What Changeset Writes, and Your Responsibility for Backups

8.1 What Reviewing Writes

Marking a file reviewed writes to your repository's git index, the staging area, and nothing else: it runs git add for that path. Un-reviewing runs git reset for that path, or, in a repository that has no commits yet, git rm --cached. These are real mutations of your staging area. They change what a subsequent git commit would include. The Software does not commit, push, pull, fetch, merge, rebase, check out, stash, clean, or discard anything.

Before staging, the Software re-reads the file and compares it against what you were shown. If the file changed while you were reading it, staging stops and tells you, rather than staging bytes nobody reviewed.

8.2 What Else the Software Writes to Your Files

Beyond the index, the Software can write to your files in the following ways, and you should understand each before relying on it:

  • Markdown checkboxes. Ticking a task checkbox in the Software's markdown view writes that single character change back to the markdown file in your working tree.
  • Changes you ask an agent for. When you ask a coding agent to change something, it edits real files in your working tree and can run commands in your repository. The Software's boundary is that an agent does not do this unasked: it acts on the notes and requests you write. It is not the case that the Software never modifies your files. Every change an agent makes appears in the diff for you to read before it counts as reviewed, but it is a real change to your working tree at the moment it is made, and it can be wrong.
  • Removing outdated thread files. By default, when a coding agent working a review thread sends a newer version of a file it handed you there, such as a plan, mockup, image, or report, or withdraws one, the outdated copy is removed from your notes folder (Section 7.7) without a message in the thread. The newest version of a file, and any picture a decision in the thread still shows, are never removed this way. A removed copy is moved to your computer's Trash, not erased, and you can restore it from there until the Trash is emptied. You can turn this off in the Software's settings, and then nothing is removed this way.
  • Its own data files. As described in Section 7.4, outside your repositories.

8.3 You Are Responsible for Your Backups and Your Version Control

The Software operates directly on live working trees containing your own source code. There is no server-side copy and no remote backup: if your local data is lost, changed, or corrupted, the Licensor holds nothing that could restore it.

You are solely responsible for:

  • Maintaining your own backups, of a frequency and completeness appropriate to the value of the work, and verifying that they restore.
  • Using version control appropriately, including committing, branching, and pushing to a remote at intervals that limit how much work an unwanted change could cost you.
  • Reviewing every change, including every change made by a coding agent at your request, before committing it.
  • Deciding whether to run the Software at all against a repository containing uncommitted work you cannot afford to lose.

Backing up your work before using the Software on it, and before asking an agent to change anything, is your obligation, not the Licensor's.

9. Third-Party Components and Open-Source Notices

9.1 The Software Includes Third-Party Components

The Software includes and redistributes software developed by third parties, including open-source components. Those components remain the property of their respective owners.

9.2 Their Licences Prevail for Them

Each third-party component is licensed to you under its own licence terms, not under these Terms. Where a third-party licence conflicts with these Terms in respect of that component, the third-party licence prevails for that component. Nothing in these Terms limits, alters, or purports to waive any right you have under a third-party licence, including any right to obtain, modify, or relink the source of a component whose licence grants it.

9.3 Components That Are Not Distributed by Us

Some software the Software depends on is not redistributed by the Licensor and is obtained by you from your own system or package manager. Nothing in these Terms grants you any licence to it, and its own licence governs your use of it entirely:

  • git, which the Software runs from your system (Section 5.2).
  • On Linux, the system web-rendering and interface libraries the Software's window links against at run time, which are declared as package dependencies and supplied by your distribution (Section 5.3).
  • Your coding agent, which is a third-party service and separately installed tool, not a component of the Software (Section 6).

9.4 Where to Find the Notices

A complete list of the third-party components distributed with the Software, together with their licences, copyright notices, and any required attributions and source offers, is published at the NOTICES file installed with each version of the Software, and at https://changeset.appuniversa.com/notices and is incorporated into these Terms by reference. That document, not this Section, is the authoritative attribution record, and it is maintained for each released version.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE LICENSOR AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Without limiting the foregoing, the Licensor does not warrant that:

  • The Software will meet your requirements, or will be uninterrupted, timely, secure, error-free, or free of defects, viruses, or other harmful components.
  • The Software will operate correctly on your hardware, operating system, distribution, browser, or configuration, or that it will remain compatible with any of them.
  • Any defect will be corrected, or that any version will be maintained, updated, or continue to be available.
  • Any result the Software produces, including any diff, comparison, staging state, or preview, is complete, accurate, or correct.
  • Any output, suggestion, edit, or command produced by a coding agent is correct, safe, appropriate, or fit for any purpose.

No advice or information, oral or written, obtained from the Licensor or through the Software creates any warranty not expressly stated in these Terms.

The Software's builds may be distributed unsigned, and your operating system may warn you accordingly. Installing software your system warns you about is your decision and your risk.

11. Assumption of Risk and Limitation of Liability

You acknowledge that the Software operates directly on live repositories containing your own source code and work product, that it writes to your git index, and that at your request a coding agent writes to your working tree and can run commands in your repository. You accept those risks knowingly, and you accept them in exchange for the licence granted to you at the price stated.

11.1 No Liability for Loss or Damage

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR, ITS OWNERS, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS SHALL HAVE NO LIABILITY WHATSOEVER FOR:

  • Any damage to property, including data and any computer, device, or other equipment, any injury to persons, and any financial loss, that the Software causes or contributes to.
  • Any loss, deletion, alteration, corruption, or disclosure of data, source code, repository state, git index or staging state, commit history, branches, working-tree contents, review notes, configuration, or work product of any kind.
  • Any cost of reconstructing, recovering, re-reviewing, or re-doing lost or altered work.
  • Any change made to your repository, whether by the Software, by git, by a coding agent, or by any person acting through the Software.
  • Any consequence of a decision you made, or a change you committed, released, or deployed, in reliance on anything the Software displayed.
  • Any other loss or damage of any kind arising out of or related to the Software or these Terms.

11.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, OR FOR ANY BUSINESS INTERRUPTION OR COMPUTER FAILURE, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.3 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SOFTWARE OR THESE TERMS, TAKEN TOGETHER, SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID THE LICENSOR FOR THE LICENCE GIVING RISE TO THE CLAIM.

This cap is a fundamental basis of the bargain: the price of the Software is set on the understanding that the Licensor's exposure is limited in this way, and the Software would not be offered at that price without it.

11.4 Your Coding Agent, and Your Instructions to It

The Licensor is not liable for anything a coding agent produces, changes, deletes, executes, or omits, nor for the cost, availability, limits, or behaviour of your subscription with its Agent Provider, nor for the Agent Provider's handling of any content transmitted to it. You are responsible for the instructions you give the agent and for reviewing everything it does before you rely on it, commit it, or release it. This applies whether the instruction was explicit, implied by a note you wrote, or the result of your misunderstanding what would happen.

11.5 Third-Party Components and Services

The Licensor is not liable for any third-party component, service, package manager, operating system, or library described in Sections 5, 6, or 9, nor for any defect, vulnerability, licence issue, or change in any of them.

11.6 Savings Clause and Jurisdictional Limits

Some jurisdictions do not allow the exclusion of certain warranties, the exclusion or limitation of liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for certain other types of loss, or do not allow the limitation of incidental or consequential damages. To the extent any such exclusion or limitation in these Terms is prohibited by law applicable to you, it does not apply to you, and the Licensor's liability in that respect is limited to the minimum extent permitted by that law. Every other exclusion and limitation continues to apply in full.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, or affects any mandatory statutory right you have as a consumer. You may have rights that vary by jurisdiction, and these Terms do not override them.

Sections 10 and 11 survive termination and apply to every claim, whether or not the Licensor was aware of the risk.

12. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, agents, and licensors from and against any claim, demand, liability, damage, loss, cost, or expense, including reasonable legal fees, arising out of or related to: your use of the Software; your breach of these Terms; your use of a coding agent and the instructions you give it; any content you review, transmit, or expose using the Software; or your violation of any applicable law or third-party right.

13. Support, Updates, and Availability

The Licensor is under no obligation to provide support, maintenance, updates, bug fixes, or security patches for any version of the Software, or to keep any version available for download.

Where support is offered, it is offered on a reasonable-efforts basis through contact@appuniversa.com and creates no service level, response time, or guarantee of resolution. The Licensor may change, discontinue, or withdraw the Software, any version of it, any feature, or any distribution channel at any time, with or without notice, and without liability. Your perpetual licence to a version you have already purchased and downloaded is not revoked by such a withdrawal, but the Licensor is not obliged to supply you with a further copy of it.

14. Termination

14.1 Automatic Termination on Breach

Your licence terminates automatically, without notice, if you materially breach these Terms, including any restriction in Section 2.2.

14.2 Termination by You

You may terminate at any time by ceasing to use the Software and uninstalling it.

14.3 Effect of Termination

On termination you must stop using the Software and remove all copies of it in your possession or control. No fee is refundable on termination for breach.

Termination does not affect any right or obligation that arose before it. Sections 2.3 (Ownership), 3.3, 5.5, 6.4, 7, 8.3, 9, 10, 11, 12, 15, and 16 survive termination.

Termination of your licence has no effect on your repositories, your files, or your data, all of which remain on your own computer and remain yours.

14.4 Termination by Refund or Chargeback

A licence ends, with or without notice, when its purchase is refunded or charged back, including every licence granted through download keys of that purchase. Section 14.3 then applies: you must stop using the Software and delete every copy of it in your possession or control. A licence restored because a chargeback was decided in the Licensor's favour continues as before.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law provisions.

15.1 Good Faith Resolution

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days from the date the aggrieved party notifies the other in writing. This does not prevent either party from seeking urgent interim or injunctive relief.

15.2 Venue

Any dispute that cannot be resolved through good-faith negotiation shall be resolved exclusively in the courts of the City of Taguig, Metro Manila, Philippines, to the exclusion of all other venues, and each party irrevocably submits to the personal jurisdiction of those courts.

15.3 International Users

The Software is made available from the Republic of the Philippines. If you obtain or use it from another jurisdiction, you do so on your own initiative and are responsible for compliance with your own local law, including any import, export, and encryption regulation. The Licensor makes no representation that the Software is appropriate or available for use in any particular jurisdiction.

16. General Provisions

16.1 Amendments

The Licensor may amend these Terms. An amendment applies to versions of the Software licensed on or after its effective date. It does not retroactively change the terms of a perpetual licence you already hold for a version you already purchased, except where the change is required by law. The current version of these Terms is always published at the canonical URL above.

16.2 Severability

If any provision is found invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions continue in full force.

16.3 Waiver

No failure or delay in exercising any right operates as a waiver of it, and a waiver of one breach is not a waiver of any other.

16.4 Entire Agreement

These Terms, together with the third-party notices document referenced in Section 9.4 and, where applicable, the App Universa Global Terms of Service and Global Privacy Policy, constitute the entire agreement between you and the Licensor regarding the Software, and supersede all prior understandings, representations, and warranties regarding it.

16.5 Assignment

You may not assign or transfer these Terms or your licence without the Licensor's prior written consent, and any purported assignment in breach of this is void. The Licensor may assign freely, including in connection with a merger, acquisition, or sale of assets.

16.6 No Third-Party Beneficiaries

Except for the Licensor's owners, officers, directors, employees, agents, suppliers, and licensors, who may rely on Sections 10, 11, and 12, these Terms create no rights in any third party.

16.7 Force Majeure

The Licensor is not liable for any failure or delay arising from circumstances beyond its reasonable control, including acts of God, natural disaster, pandemic, government order, civil disturbance, power failure, internet outage, or third-party service failure.

17. Acceptance and Formation of Agreement

These Terms form a binding agreement between you and the Licensor. You accept them by any of: downloading the Software; installing it; running it; or purchasing a licence, whichever occurs first. If you do not accept them, do not download, install, run, or purchase the Software, and delete any copy you hold.

Before you purchase, you are also asked to accept these Terms through an affirmative checkbox, and each acceptance is logged with its date and time, the version of these Terms, and your account.

Contact Information

For any question regarding these Terms, please contact:

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