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End User Licence Agreement

Version 1 · Last updated August 25, 2026

Effective date: 25 August 2026 · Version 1

This End User Licence Agreement (the "Agreement") is a binding contract between you — either an individual or the entity you are authorised to represent ("you") — and Athleon Labs Inc., a corporation incorporated in Manitoba, Canada ("Athleon Labs", "we", "us", "our").

It governs the DiffGuardian desktop application, including all updates, documentation and related materials (the "Software"), and any hosted services the Software connects to (the "Service").

By installing, accessing or using the Software, you accept this Agreement. If you do not accept it, do not install or use the Software. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" means that organisation.

1. Licence grant

Subject to your continued compliance with this Agreement and, where applicable, payment of the fees for your plan, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on devices you own or control, for your own internal software-development purposes.

This is a licence, not a sale. We and our licensors retain all right, title and interest in the Software. No rights are granted except those expressly stated here.

2. Plans, billing and renewal

The Software is offered on a free tier and on one or more paid subscription tiers. Paid features are enabled by an entitlement issued by us and verified by the Software.

  • Fees and renewal. Paid subscriptions are billed in advance through our payment processor and renew automatically for successive periods until cancelled. You authorise recurring charges to your payment method.
  • Cancellation. You may cancel at any time, effective at the end of the current billing period. Cancelling stops future charges; it does not retroactively refund the current period.
  • Refunds. Except where a refund is required by law, fees are non-refundable and payments are not pro-rated for partial periods or unused capacity.
  • Price changes. We may change pricing on notice, effective at your next renewal.
  • Taxes. Fees exclude taxes, which are your responsibility except for taxes on our net income.
  • Non-payment. If a charge fails or an account is past due, we may suspend paid features or terminate the subscription.

3. Restrictions

You must not, and must not permit anyone else to:

  • copy, distribute, sublicense, rent, lease, lend, sell or otherwise make the Software available to any third party, except as expressly permitted here;
  • reverse engineer, decompile, disassemble or otherwise attempt to derive source code, prompts, model instructions, or other non-public elements of the Software, except to the extent this restriction is unenforceable under applicable law;
  • circumvent, disable or interfere with any licensing, entitlement, metering, quota or security mechanism, or use the Software beyond the tier you have paid for;
  • remove, obscure or alter any proprietary notice, attribution or licence text displayed by or included with the Software;
  • use the Software to build or train a competing product, or to benchmark it for publication, without our prior written consent;
  • use the Software in violation of applicable law, or to process material you have no right to process;
  • use the Software in a manner that is designed to overload, disrupt or gain unauthorised access to the Service or to any third-party system.

4. Your content

"Your Content" means source code, diffs, repository metadata, prompts, comments and other material you submit to or process with the Software.

You retain all rights in Your Content. We claim no ownership of it. You grant us only the limited rights necessary to operate the Software and Service for you — for example, transmitting Your Content to a model provider you have configured, or storing it locally on your device.

You are responsible for having the rights necessary to submit Your Content and for complying with any obligations you owe to your employer, clients or third parties in doing so.

5. AI features, model providers and your keys

The Software uses artificial-intelligence models to generate code review commentary, summaries, explanations and related output ("AI Output"). You must read our AI Disclaimer, which forms part of this Agreement.

  • AI Output is not authoritative. It is generated by statistical models, may be incomplete, outdated or plainly wrong, and may miss defects or vulnerabilities that a competent reviewer would catch. It is a supplement to human review, never a replacement for it.
  • You remain responsible for all code you write, approve, merge, deploy or ship, and for any consequence arising from it, whether or not the Software commented on it.
  • No professional advice. The Software does not provide legal, security-compliance, audit or other professional advice.
  • Bring your own keys. Where you configure your own model-provider credentials, Your Content is transmitted directly from your machine to that provider under your agreement with them. Their terms and data-handling practices govern that processing, not ours, and we are not responsible for it.
  • Local models. Where you use an on-device model, the relevant processing stays on your machine.
  • Third-party services generally. Version-control hosts, model providers and other services you connect are third-party services used at your own risk under their own terms.

6. Ownership and feedback

The Software, the Service, and all intellectual property in them — including the user interface, the review methodology, and all prompts and model instructions — are and remain our exclusive property and that of our licensors.

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. You are not required to send feedback.

7. Third-party open-source components

The Software includes third-party open-source components licensed under their own terms. Those terms prevail over this Agreement in respect of those components, and nothing in this Agreement is intended to restrict any right, or relieve us of any obligation, granted or imposed by an applicable open-source licence.

A complete list of those components, their licences and the required notices is included with the Software at Settings → About → OSS Licenses. Machine-readable inventories are available for vendor review; see our Security & Data Handling page.

8. Updates

The Software may check for and install updates automatically, including security fixes and changes that add, alter or remove functionality. We may discontinue support for older versions. Pre-release, beta or test builds may be time-limited and may stop functioning on a stated date.

9. Privacy and telemetry

Our handling of personal information is described in our Privacy Policy, which forms part of this Agreement. The Software may transmit diagnostic and usage information; it is designed not to transmit Your Content in that telemetry.

10. Term, suspension and termination

This Agreement applies from first use until terminated.

  • By you: stop using and uninstall the Software.
  • By us: we may suspend or terminate this Agreement or your access immediately if you materially breach it (including any breach of section 3), if required by law, or if your account is past due.

On termination, the licence in section 1 ends and you must stop using and remove the Software. Sections 3, 4, 6, and 11 through 17 survive termination.

11. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR WILL IDENTIFY ANY PARTICULAR DEFECT, VULNERABILITY OR DEFICIENCY.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA OR SOURCE CODE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND
  • OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

These limits apply to all claims in the aggregate, on any theory of liability, whether in contract, tort (including negligence), statute or otherwise.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any right or remedy you have as a consumer under applicable consumer-protection legislation that cannot lawfully be waived. If you are a consumer in a jurisdiction that does not permit some of the exclusions above, those exclusions apply to you only to the extent permitted there.

13. Indemnity

You will defend, indemnify and hold harmless Athleon Labs and its directors, officers, employees and agents from and against any third-party claim, and any resulting loss, liability, damage, cost or expense (including reasonable legal fees), arising out of or relating to: (a) Your Content; (b) your use of the Software in breach of this Agreement or of applicable law; or (c) your infringement or misappropriation of any third-party right.

14. Export, sanctions and government use

You represent that you are not located in, and are not a national of or controlled by, a country or party subject to Canadian, United States or other applicable sanctions or export controls, and that you will not use or export the Software in violation of those laws. If the Software is acquired by or for a government entity, it is provided as commercial software with only the rights granted here.

15. Governing law and disputes

This Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts located in Winnipeg, Manitoba have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and you consent to that jurisdiction and venue — except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property, and except where mandatory law entitles you as a consumer to bring proceedings in your place of residence.

16. Changes to this Agreement

We may update this Agreement. Material changes will be published with a new version number and effective date, and where the Software asks you to accept them, continued use after that acceptance constitutes agreement. If you do not accept a change, your remedy is to stop using the Software and cancel any subscription.

17. General

This Agreement, together with the Terms of Service, Privacy Policy and AI Disclaimer, is the entire agreement between you and us about the Software, and supersedes any prior understanding on that subject. You may not assign it without our written consent; we may assign it in connection with a merger, acquisition or sale of assets. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it. There are no third-party beneficiaries.

18. Contact

Athleon Labs Inc., Manitoba, Canada — support@diffguardian.ai