CodyBuild End User License Agreement

This End User License Agreement (this "EULA") is a legal agreement between Vardr Partners, LLC, a South Carolina limited liability company ("Vardr", "we", or "us"), and the individual or entity who installs, activates, or uses CodyBuild ("you" or "Customer"). By installing, activating, or using CodyBuild, you agree to be bound by this EULA. If you do not agree, do not install, activate, or use CodyBuild.

1. The Software

"CodyBuild" means the Vardr-branded subscription software product that wraps the underlying crosscheck-agent MCP server (licensed to Vardr by its author), together with the activation, telemetry, billing, and analyzer components Vardr operates at vardrpartners.com.

CodyBuild runs on your machine. It calls third-party large language model providers (Anthropic, OpenAI, Google, xAI, and others) using API keys you provide and store locally on your machine. Vardr does not have access to those keys. Vardr does not transmit, store, log, or otherwise process the content of your prompts or model responses.

2. License Grant

Subject to your compliance with this EULA and timely payment of all fees, Vardr grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use CodyBuild for the number of seats covered by your active subscription, on the machines on which you activate it, during the term of your subscription. Each seat permits activation on a single machine at a time; re-activation on a replacement machine is permitted no more than once per thirty (30) days through the self-service flow.

You may not: (a) copy, modify, reverse engineer, decompile, or disassemble CodyBuild except to the extent that applicable law expressly permits despite this limitation; (b) sell, rent, lease, sublicense, distribute, or otherwise transfer CodyBuild or any rights in it; (c) remove or alter any proprietary notices; (d) use CodyBuild to develop a competing product; (e) circumvent or attempt to circumvent the seat activation, fingerprinting, or revocation mechanisms.

3. Your API Keys and Upstream LLM Provider Terms

You are solely responsible for obtaining and complying with the terms of service of each large language model provider whose API key you configure with CodyBuild, including without limitation Anthropic, OpenAI, Google, and xAI ("Upstream Providers"). You alone are responsible for all charges and usage incurred against those keys. Vardr is not a party to your relationship with any Upstream Provider, has no access to your keys, and has no responsibility for your use of those providers' services.

You represent and warrant that your use of Upstream Provider services through CodyBuild complies with each Upstream Provider's terms of service, acceptable use policy, and applicable law.

Only the Anthropic, OpenAI, Google, and xAI integrations are designated as "tested" by Vardr. All other Upstream Provider integrations, including but not limited to DeepSeek and Groq, are experimental and provided AS-IS with no representations as to fitness or reliability.

4. Fees, Subscription, and Cancellation

CodyBuild is sold on a monthly per-seat subscription basis. Fees are charged in advance through Stripe. You may cancel your subscription at any time through the Stripe billing portal; cancellation takes effect at the end of the then-current billing period and no pro-rata refunds will be issued except where required by law.

Vardr may issue promotional discount codes from time to time. Promotional codes apply only to the periods specified and may be revoked or modified by Vardr in its sole discretion before redemption.

Vardr may change pricing on no less than thirty (30) days' notice. Price changes take effect at the start of your next billing period; you may cancel before that date to avoid the change.

5. Usage Telemetry and Privacy

CodyBuild emits signed, content-free telemetry events from your machine to Vardr's servers. Each event contains only:

• The Upstream Provider name and model identifier;
• The number of prompt and completion tokens reported by the provider;
• An estimated cost in U.S. dollars;
• The pattern invoked (e.g., confer, debate, audit);
• Latency and status (success/error class);
• A signed identifier of the seat and a timestamp.

Telemetry events do not contain the content of your prompts, the content of model responses, or any other prompt-shaped data. Vardr's server-side schema validation rejects any event that includes such content.

By using CodyBuild you consent to the collection and processing of this telemetry for the purposes of billing, abuse prevention, capacity planning, dashboard rendering, and the optional "better-use suggestion" analyzer described in Section 6. We retain raw events for ninety (90) days and aggregated rollups indefinitely.

6. Better-Use Suggestion Analyzer

If you invoke the "better-use suggestion" feature, your aggregated telemetry (no prompt content) is sent to Anthropic's Claude API by Vardr's server, using Vardr's own API key, to produce coaching suggestions about your usage patterns. Use of this feature is capped at five (5) calls per seat per calendar month. The suggestions are advisory and Vardr makes no warranty as to their accuracy or value.

7. Disclaimer of Warranties

CODYBUILD IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. VARDR EXPRESSLY DOES NOT WARRANT THAT CODYBUILD WILL REDUCE YOUR TOKEN CONSUMPTION, IMPROVE THE QUALITY OF MODEL OUTPUTS, OR ACCELERATE COMPLETION OF ANY TASK. Vardr provides no service level commitment.

8. Indemnification

By Vardr. Vardr will defend you against any third-party claim that the CodyBuild software, as provided by Vardr, infringes that third party's U.S. patent, copyright, or trade-secret rights, and will pay damages finally awarded against you (or amounts in a settlement Vardr approves) for any such claim, provided that you (i) promptly notify Vardr in writing of the claim, (ii) give Vardr sole control of the defense and any settlement, and (iii) reasonably cooperate at Vardr's expense. Vardr has no obligation under this Section 8 for claims arising from (a) your modification or unauthorized use of CodyBuild, (b) your combination of CodyBuild with software, hardware, or data not provided by Vardr, or (c) your prompts, data, or outputs.

By Customer. You will defend Vardr, its members, officers, employees, contractors, and licensors (including without limitation Frank Speiser, in his capacity as the licensor of the underlying crosscheck-agent source code, who is an intended third-party beneficiary of this clause solely with respect to claims arising from your prompts, data, outputs, or use of Upstream Provider services) against any third-party claim arising from (i) your prompts, data, or outputs processed through CodyBuild, (ii) your violation of any Upstream Provider's terms of service, (iii) your violation of any applicable law (including export, privacy, or intellectual property law), or (iv) your breach of this EULA, and will pay any damages finally awarded against the indemnified parties (or amounts in a settlement you approve) for any such claim.

9. Limitation of Liability

EXCEPT FOR (A) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND (B) YOUR BREACH OF SECTION 2 (LICENSE LIMITS) OR SECTION 10 (CONFIDENTIALITY), THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY UNDER THIS EULA WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID VARDR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED U.S. DOLLARS ($100). IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

10. Confidentiality

To the extent either party discloses to the other any non-public information identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential, the receiving party will use reasonable care to protect it and will not disclose it to any third party except as required by law or to advisors under like obligations of confidentiality. This obligation survives for three (3) years after termination of this EULA.

11. Term and Termination

This EULA is effective on the date you accept it and continues until terminated. Either party may terminate this EULA for convenience on thirty (30) days' written notice. Vardr may terminate this EULA immediately upon notice if (a) you breach any material provision and fail to cure within ten (10) days of written notice, (b) you become insolvent or file for bankruptcy, or (c) the underlying crosscheck-agent source-code license to Vardr is revoked or terminated. Upon termination, your right to use CodyBuild ceases; Sections 3, 5, 7, 8, 9, 10, 11, 12, 13, and 14 survive.

12. Governing Law; Venue; Waiver of Jury and Class Claims

This EULA is governed by the laws of the State of South Carolina, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Charleston County, South Carolina for resolution of any dispute arising out of or relating to this EULA. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION with respect to any such dispute. The small-claims court of competent jurisdiction in Charleston County remains available for either party's individual claims that qualify for that forum.

13. Export, Sanctions, and Use Restrictions

You represent and warrant that you (a) are not located in, and will not access CodyBuild from, a country or region subject to comprehensive U.S. trade sanctions, (b) are not on any U.S. or other applicable government denied-party list, and (c) will not use CodyBuild for any purpose prohibited by U.S. export control or sanctions laws. You will comply with all applicable export and sanctions laws.

14. General

This EULA constitutes the entire agreement between you and Vardr regarding CodyBuild and supersedes all prior or contemporaneous agreements concerning that subject matter. If any provision is held unenforceable, the remaining provisions remain in full force and effect. No waiver of any breach is a waiver of any other breach or of the same breach on a subsequent occasion. You may not assign this EULA without Vardr's prior written consent; Vardr may assign this EULA in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Notices to Vardr must be sent to legal@vardrpartners.com. Notices to you may be sent to the email address on your account.

15. Electronic Signature

You acknowledge that an electronic signature (typed legal name plus affirmative checkbox in the CodyBuild install flow) is valid and enforceable under the Federal ESIGN Act and the South Carolina Uniform Electronic Transactions Act (S.C. Code Ann. § 26-6-10 et seq.), and constitutes your affirmation that you have read, understood, and agreed to this EULA.

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By accepting this EULA in the CodyBuild install flow you agree to be bound by all of its terms.

Company: Vardr Partners, LLC Customer: As shown on the electronic acceptance record below.