End User License Agreement

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Software" means the Cortex desktop application, including all binary files, configuration files, user interface components, and any updates or patches provided by Cortex.
• "Cortex" (also "we", "us", "our") means Cortex AI IDE, the developer and distributor of the Software, and its affiliates, officers, directors, and employees.
• "User" (also "you", "your") means the individual or legal entity that has downloaded, installed, or is using the Software.
• "BYOK" (Bring Your Own Key) means a configuration where the User connects their own API keys from third-party AI providers (such as OpenAI, Anthropic, Qwen, or OpenRouter) directly to the Software. BYOK keys are stored locally and never transmitted to Cortex servers.
• "Included Models" means AI models provided through Cortex's own API proxy (e.g., DeepSeek, MiMo), for which usage is metered and billed through Cortex subscription credits.
• "Subscription" means a paid plan (Pro) that grants the User a monthly allocation of credits for accessing Included Models and premium features.
• "Credits" means the unit of metered usage for Included Models. Each model interaction consumes a number of credits based on token count, model complexity, and feature type.
• "Effective Date" means the date on which this EULA becomes binding, which is the earlier of (a) the date you first install the Software or (b) June 17, 2026.

2. License Grant

Subject to the terms and conditions of this Agreement, Cortex hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:

• Download, install, and use the Software on devices you own or control, for your personal or internal business purposes;
• Use the Software to interact with AI models (whether Included Models or BYOK models) for code generation, editing, debugging, and related software development tasks;
• Receive and apply updates, patches, and new versions of the Software as made available by Cortex.

This license is granted solely for the duration of your compliance with this Agreement and, if applicable, for the duration of an active Subscription.

3. Restrictions

Unless expressly permitted by the applicable open-source license, applicable law, or prior written consent from Cortex, you shall NOT:

1. Distribute modified builds under the Cortex name or branding in a way that implies they are official Cortex releases;
2. Remove, alter, or obscure copyright or attribution notices required by the Apache License 2.0;
3. Use the Software in any manner that violates applicable laws, regulations, or third-party rights;
4. Attempt to gain unauthorized access to Cortex's systems, APIs, or infrastructure through the Software;
5. Use automated scripts, bots, or scrapers to interact with the Software or its associated services, except through the Software's intended user interface or documented API.

4. Ownership

The official Cortex builds are licensed, not sold. Cortex retains all right, title, and interest in the Cortex name, marks, branding, and hosted services. The Software's source code is separately available under the Apache License 2.0 (see Section 3), which governs your rights over the code itself.

You retain all right, title, and interest in any code, projects, files, and other content you create, edit, or generate while using the Software. Cortex does not claim ownership of your code output.

Any feedback, suggestions, ideas, or recommendations you provide to Cortex regarding the Software may be used by Cortex without obligation to you.

5. Bring Your Own Key (BYOK)

Cortex supports a BYOK (Bring Your Own Key) model where you can connect your own API keys from supported third-party AI providers (including but not limited to OpenAI, Anthropic, Qwen, and OpenRouter) directly within the Software.

When using BYOK mode:

• API requests made using your keys go directly from your device to the respective AI provider's servers — Cortex does not proxy, intercept, or store these communications;
• You are solely responsible for managing your API keys, monitoring your usage, and complying with the terms of service of the respective AI providers;
• Any costs, rate limits, or usage restrictions imposed by third-party AI providers are your sole responsibility;
• Cortex is not liable for any data transmitted to or processed by third-party AI providers when using your own API keys.

6. Subscriptions & Credits

6.1 Billing

Cortex offers subscription plans (Pro) that provide monthly allocations of credits for accessing Included Models. Subscription fees are billed in advance on a monthly or yearly basis.

6.2 Credits

Credits are consumed when you interact with Included Models through the Cortex API proxy. The number of credits consumed per interaction depends on:

• The specific model used (e.g., DeepSeek V3, DeepSeek Coder, MiMo Vision);
• The number of input and output tokens;
• Whether advanced features are used (e.g., vision/OCR, web search, code analysis);
• Cache hit or miss status (cached responses consume fewer credits).

Unused credits do not roll over to the next billing period. Credits have no cash value and cannot be exchanged for money or transferred to another account.

6.3 Refunds

Subscription fees are non-refundable except as required by applicable law. If you believe you have been charged in error, contact us within 14 days of the charge at [email protected].

7. Premium Features & Access

Cortex provides certain server-side services that require an active subscription (Pro). These extend the Software's functionality beyond what runs locally with your own API keys.

7.1 Subscription Services

• Web Search enables the AI agent to query the internet in real-time to retrieve up-to-date documentation, library version information, API references, error resolution, and technical articles during code generation and debugging workflows.
• OCR fallback enables models without native vision to work with user-submitted images, screenshots, diagrams, UI mockups, error dialogs, and PDF documents by extracting their text server-side.
• Semantic-search embeddings power meaning-based code search across the User's project.

7.2 Images with BYOK Models

• If your selected model natively supports vision (e.g., Claude, GPT, Gemini, Grok, Kimi, MiMo vision models), images are sent directly to that provider through your own API key, at your own provider's cost. No subscription is required and no image data passes through Cortex's infrastructure.
• If your selected model does not natively support vision (e.g., DeepSeek), Cortex routes the image through its own OCR infrastructure as a fallback. These fallback requests require an active subscription and consume credits at the applicable rate.
• The OCR fallback also activates if a native vision request fails, so image workflows degrade gracefully rather than erroring.

7.3 Without an Active Subscription

Without an active subscription, BYOK users retain access to AI models for code generation, editing, and debugging at no cost from Cortex — including native image understanding on vision-capable models. Only the server-side services described in Section 7.1 are unavailable.

8. Updates & Modifications

Cortex may, from time to time, release updates, patches, bug fixes, or new versions of the Software. Such updates may be delivered automatically or require manual action.

• Security updates may be applied automatically to protect you from known vulnerabilities;
• Feature updates may add, modify, or remove functionality within the Software;
• Compatibility updates may be released to ensure compatibility with new operating system versions or AI provider API changes.

Cortex reserves the right to modify, suspend, or discontinue any feature or service provided through the Software at any time, with or without notice. Material changes that affect your use of the Software will be communicated through the Software's notification system or via email.

9. Third-Party Components

The Software incorporates third-party open-source software components, including but not limited to:

• Electron — cross-platform desktop application framework (MIT License);
• Monaco Editor — code editor component (MIT License);
• Node.js runtime and npm packages — as listed in the Software's package manifest;
• Various AI provider SDKs — for communicating with supported AI APIs.

Each third-party component is subject to its own license terms, which are included in the Software's documentation or source repository. You agree to comply with all applicable third-party license terms when using the Software.

Cortex makes no representations or warranties regarding third-party components and is not responsible for their availability, accuracy, or compliance.

10. Data Collection

Cortex is designed with a local-first architecture. The following data practices apply:

• Crash telemetry is opt-in. If enabled, anonymous crash reports (stack traces, OS version, app version) may be sent to Cortex for debugging. No code content, API keys, or personal data is included in crash reports;
• Usage analytics are collected only for subscription users and only for the purpose of credit metering. This includes model usage, token counts, and feature usage;

As described in Section 5, API keys are stored locally using your OS's secure storage and never transmitted to Cortex. Your code and project files are likewise never collected, transmitted, or stored by Cortex.

For complete details on data collection and processing, please refer to our Privacy Policy.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORTEX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties that the Software will be error-free, uninterrupted, or secure;
• Warranties regarding the accuracy, reliability, or completeness of any AI-generated output;
• Warranties that the Software will meet your specific requirements or expectations.

You acknowledge that AI-generated code may contain errors, security vulnerabilities, or inaccuracies, and you are solely responsible for reviewing and validating any code generated by the Software before use in production environments.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORTEX, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill;
• Any damages arising from AI-generated code, including errors, security vulnerabilities, or data loss;
• Any damages arising from third-party AI provider outages, rate limiting, or policy changes;
• Any damages arising from unauthorized access to or use of your API keys;
• Any damages in excess of the total amount you have paid to Cortex in the twelve (12) months preceding the claim, or one hundred U.S. dollars ($100.00), whichever is greater.

This limitation applies regardless of the legal theory upon which the claim is based, whether in contract, tort, negligence, strict liability, or otherwise, even if Cortex has been advised of the possibility of such damages.

13. Indemnification

You agree to indemnify, defend, and hold harmless Cortex and its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Software in violation of this Agreement;
• Your use of AI-generated output in a manner that violates applicable law or third-party rights;
• Your breach of any representation, warranty, or obligation under this Agreement;
• Any third-party claims related to content you create, process, or transmit through the Software;
• Your violation of any applicable law, regulation, or third-party right.

14. Termination

14.1 Termination by You

You may terminate this Agreement at any time by uninstalling the Software and ceasing all use. If you have an active Subscription, you may cancel it through your account settings, and it will remain active until the end of the current billing period.

14.2 Termination by Cortex

Cortex may terminate this Agreement and your license to use the Software immediately and without prior notice if:

• You breach any provision of this Agreement;
• You engage in fraudulent, abusive, or illegal activity;
• Your use of the Software poses a security risk to Cortex's infrastructure or other users;
• Cortex is required to do so by law or regulatory authority.

14.3 Effect of Termination

Upon termination, you must immediately cease all use of the Software and delete all copies in your possession. The following sections shall survive termination: Ownership, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Entire Agreement.

15. Export Compliance

You agree to comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and any sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC).

You represent and warrant that:

• You are not located in a country subject to a U.S. government embargo;
• You are not listed on any U.S. government list of prohibited or restricted parties;
• You will not use the Software for any purpose prohibited by applicable export control laws.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Cortex operates, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English, and the decision of the arbitrator shall be final and binding.

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

17. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Cortex regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

• Severability — If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect;
• No Waiver — Cortex's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision;
• Assignment — You may not assign or transfer this Agreement without Cortex's prior written consent. Cortex may assign this Agreement without restriction.

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