Terms of Service

1. Agreement

These Terms of Service (the “Terms”) form a binding agreement between you (“you”, “your”, the “User”) and Onyx Code, a product of LOKO Technologies Ltd. (“we”, “our”, the “Company”), the operator of Onyx Code.

By downloading, installing, activating, or using Onyx Code(the “Software”), you agree to be bound by these Terms. If you do not agree, do not install or use the Software.

If you are using the Software on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization.

2. Definitions

• “Software” - the Onyx Code desktop application, including all updates, the bundled inference engine, the proprietary AI integration, branding, installer, and the welcome / activation UI. The Software does not include the underlying VS Code source code (licensed separately under the MIT License) or any third-party AI models you provide.
• “Free Tier” - the version of the Software available without a valid Pro license, with the feature set described on the pricing page and summarized below.
• “Pro Tier” - the version of the Software unlocked by a valid Pro license, with the feature set described on the pricing page.
• “License Code” - an alphanumeric string issued by the Company that, when activated in the Software, unlocks the Pro Tier on up to three (3) devices.
• “License File” (.onyxlicense) - a signed offline activation token that unlocks the Pro Tier without a network call, valid for 365 days from issuance.
• “User Content” - any code, text, files, prompts, or other content you create, edit, view, or process using the Software.
• “Open-Source Components” - the third-party software bundled within the Software under their respective open-source licenses (see section 13).

3. License grant

3.1 Free Tier

We grant you a non-exclusive, non-transferable, royalty-free, revocable license to install and use the Free Tier of the Software for personal or internal business purposes, subject to these Terms.

3.2 Pro Tier

Upon purchase and successful activation, we grant you a non-exclusive, non-transferable, perpetual (subject to termination under section 15) license to use the Pro Tier of the Software, subject to:

• Activation on no more than three (3) concurrent devices. You may rotate devices via the license recovery page.
• Use by a single individual user. Pro licenses are per-user, not per-machine. Sharing your License Code with others is a material breach of these Terms and grounds for revocation under section 6.5.
• These Terms applying to all updates, patches, and minor version releases for the version line you purchased (e.g. 1.x). Major version upgrades (e.g. 2.0) may require a separate license.

3.3 What the license does not grant

You may not:

• Reverse-engineer, decompile, or disassemble the proprietary portions of the Software (the AI integration, model management UI, activation system) except to the limited extent permitted by applicable law that cannot be waived.
• Modify, adapt, or create derivative works of the proprietary portions.
• Distribute, sublicense, lease, lend, sell, or otherwise transfer the Software or your License Code to any third party.
• Remove, obscure, or alter copyright, trademark, or other proprietary notices.
• Use the Software to build, train, or evaluate a directly competing product.
• Circumvent or attempt to circumvent the activation, device binding, or license-verification mechanisms.

3.4 Open-source foundation

The Software is built on top of VS Code OSS, which is licensed under the MIT License by Microsoft Corporation. Your rights under the MIT License with respect to the VS Code OSS source code are unaffected by these Terms. The Software also bundles other open-source components (see section 13); your rights under those licenses are similarly unaffected.

These Terms govern only the proprietary additions the Company has made on top of the open-source foundation: the AI integration, model management, activation, branding, and installer.

4. Tier features and limitations

The current feature breakdown between Free and Pro Tiers is published on the pricing page and may be updated from time to time at our discretion, provided that we will not materially reduce the features of the Pro Tier you have already paid for without offering a refund or equivalent replacement.

For reference, as of the Effective Date the Free Tier is limited to:

• One (1) installed local AI model at a time (you must uninstall to install a different model).
• One (1) configured Model Context Protocol (MCP) server.
• Single workspace indexing.
• Pro features (Plan / Act, multi-agent, worktree-sandboxed agents, multimodal input, voice-to-code, persistent memory, long-context mode, custom embeddings, remote-inference-server connections) are not available.

Free Tier limits do not apply to your AI inference costs or your data: in both tiers, no User Content is transmitted to the Company.

5. Payment, pricing, and refunds

5.1 Pricing

Current prices are published on the pricing page. Prices are exclusive of applicable taxes; Stripe Tax calculates and adds VAT, GST, or sales tax at checkout. We may offer additional bundles or promotional pricing from time to time.

5.2 Payment processor

Payments are processed by Stripe, Inc. Your payment data is collected and handled by Stripe under their privacy policy. We do not receive or store your full payment card details. Stripe acts as the merchant of record for tax purposes where applicable.

5.3 Refund policy

All sales are final, except where required by applicable law. We do not offer a public refund window or self-service refund mechanism.

Notwithstanding the above:

• EU / UK / EEA consumers ordinarily have a 14-day right of withdrawal for digital goods under the EU Consumer Rights Directive 2011/83/EU. By checking the box at Stripe checkout that requests immediate download and acknowledges waiver, you expressly waive this right (this exception is recognized under Article 16(m) of the Directive). If you do not check the box, your 14-day right is preserved and you may exercise it by emailing support@onyxcode.app.
• Soft refund on request: if the Software materially fails to function on your hardware or you experience a serious bug that we cannot resolve, you may email support@onyxcode.app within 30 days of purchase and we will, at our discretion, issue a full refund. This is a goodwill policy and does not create a contractual obligation.
• Chargebacks: initiating a chargeback through your bank or card network without first contacting us will result in immediate revocation of your License Code under section 6.5. We will, where permissible, contest chargebacks for which we believe no good-faith refund request was made.

6. License code management

6.1 Activation

You activate the Pro Tier by entering your License Code via any of the in-app activation entry points:

• The chat slash commands: /activate (online activation by code), /activate-file (offline activation by License File), /license (open the License panel), /deactivate (release this device from the license), and /manage-devices (open the device manager).
• The command palette: Onyx: Activate Pro, Onyx: Activate from Offline File, Onyx: Manage Devices, Onyx: Resend Activation Code by Email, Onyx: Refresh License Now, and Onyx: Deactivate This Device.
• The License panel (Settings → Onyx Code License).
• The first-run welcome screen.

Activation creates a signed Ed25519 JWT that is stored in your operating system's secure keychain (macOS Keychain, Windows Credential Manager, libsecret on Linux).

6.2 Device binding

Each activation binds the License Code to a hashed identifier of the device (the “Machine ID”). You may activate on up to three (3) concurrent devices. To free a device slot, use Onyx: Manage Devicesfrom any active install — you can see your current devices (redacted to opaque IDs; raw Machine IDs are never displayed) and remove a device via an email-confirmation deep link sent to the address on file. For air-gapped buyers who cannot reach the license API at activation time, an offline License File can be minted at onyxcode.app/offline-activation from any internet-connected device and dropped into Onyx Code via Onyx: Activate from Offline File; offline License Files are subject to a per-device 30-day cooldown to prevent abuse.

6.3 License refresh

The Software runs a background refresh check approximately every six (6) hours. When the cached activation token has less than seven (7) days of validity remaining, it contacts our license API to mint a fresh token. This call transmits the License Code and Machine ID and is the only network call the Software makes to our servers when Air-Gap Mode is disabled.

The cached online token is valid for thirty (30) days; the offline License File token is valid for three hundred sixty-five (365) days. If the cached token expires without a successful refresh (e.g. due to extended offline use without enabling Air-Gap Mode), the Software will degrade to the Free Tier with an in-app notice. Reconnecting and successfully refreshing — typically a single network call — restores Pro features immediately, with no data loss. Air-Gap Mode (section 6.4) is the supported path for extended offline use without losing Pro.

6.4 Air-Gap Mode

When Air-Gap Mode is enabled, the Software performs no outbound network communication of any kind, including license refresh, recovery, device-management, and deactivation calls. The Pro Tier remains active for the validity of the cached token; for indefinite offline use, mint an offline License File at onyxcode.app/offline-activation (valid 365 days) and drop it into the Software via Onyx: Activate from Offline File before enabling Air-Gap Mode.

6.5 License revocation

Certain billing events trigger automatic revocation by our license system:

• Full refunds. If a purchase is refunded in full, the License Code is automatically revoked the moment we receive the refund webhook from Stripe. Partial refunds (e.g. tax adjustments) do not trigger revocation.
• Chargebacks. If a chargeback is filed with the issuing bank or card network, the License Code is automatically revoked the moment we receive the dispute webhook, regardless of dispute outcome. We may contest the chargeback as described in section 5.3.
• Codesnatch Premium bundle revocation.If your Onyx Code license was issued as part of a codesnatch Premium subscription (the “Path C” flow), a full Premium refund or a Premium-related chargeback automatically revokes the bundled Onyx license.

We may additionally revoke a License Code if:

• You initiate a chargeback for the purchase without first contacting support.
• We detect activations exceeding the 3-device limit through suspicious patterns indicating sharing.
• You materially breach these Terms (sections 3.3, 10).
• Required by law, court order, or fraud-prevention obligation.

A revoked License Code will fail to refresh, and the Software will degrade to the Free Tier the next time it contacts the license API. User Content is unaffected; you retain access to your code and files.

7. Intellectual property

7.1 Your content is yours

You retain all rights, title, and interest in and to your User Content. The Company makes no claim of ownership over any code, files, prompts, or output you create or process using the Software. We do not transmit, store, log, or train any model on your User Content. See the Privacy Policy for full disclosure.

7.2 AI output

When you use the Software's AI features, the output (autocomplete suggestions, chat responses, agent actions) is generated by:

• A local AI model running on your hardware (default), or
• A cloud AI model accessed via your own API key (BYOK), or
• A self-hosted remote inference server you configure (Pro Tier).

In all cases, the Company is not the operator of the AI modelthat generates output. Output may be inaccurate, may reproduce copyrighted material, and is provided “as is” without warranty (see section 11). You are responsible for reviewing AI-generated output before incorporating it into your work.

If you use a BYOK or remote-inference configuration, you are subject to the terms of service of that AI provider, which we are not party to.

7.3 Our intellectual property

The Software's proprietary components (AI integration, branding, installer, welcome UI, activation system) are owned by the Company and protected by copyright, trademark, and other intellectual property laws. “Onyx Code” and the Onyx Code logo are trademarks of the Company.

8. Updates and changes

We may release updates to the Software from time to time. Updates may add, modify, or remove features, fix bugs, or address security issues. Auto-updates are enabled by default and may be disabled in Settings; we recommend keeping them enabled for security reasons.

By using the Software, you consent to such updates. We will not, however, materially reduce the Pro Tier features you have already paid for without offering a refund or equivalent replacement (see section 4).

9. User content storage

The Software stores certain data locally on your device, including:

• Cached activation tokens (in your OS secure keychain).
• AI chat history (subject to retention limits in your tier).
• Workspace indexes and embeddings.
• Project memory files (Pro Tier).
• Configuration files (.onyxrules, settings).

No User Content is uploaded to our servers. The only data ever transmitted to our license API is the License Code, Machine ID, and app version, and only for activation and refresh purposes.

10. Acceptable use

You may not use the Software to:

• Develop malware, ransomware, spyware, surveillance tools, or other software designed to cause harm to people, systems, or data.
• Generate, train on, or produce content that infringes third-party intellectual property rights.
• Generate child sexual abuse material (CSAM) or other content prohibited by applicable law.
• Conduct activities prohibited by applicable export-control or sanctions laws (including but not limited to U.S. OFAC sanctions).
• Reverse-engineer the proprietary components of the Software (subject to section 3.3).
• Build a directly competing product based on the Software's proprietary components.
• Misrepresent the Software as your own original work in marketing or sales materials.

We do not monitor your use of the Software. Acceptable Use is enforced through license revocation (section 6.5) when violations are reported to us with credible evidence.

11. Disclaimer of warranties

The Software is provided “as is” and “as available”, without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Software will be error-free or uninterrupted.

We do not warrant that AI-generated output will be accurate, complete, free from bias, or free from infringing material. You are responsible for reviewing all AI output before use.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law. Statutory consumer warranties that cannot be waived (including under EU and UK consumer law) are unaffected by this section.

12. Limitation of liability

To the maximum extent permitted by applicable law, in no event will the Company be liable for: any indirect, incidental, special, consequential, or punitive damages; loss of profits, data, goodwill, or use; any damages arising from AI output (including infringement, inaccuracy, or harm); or any damages arising from user content you choose to process with the Software.

The Company's total cumulative liability for all claims arising from or relating to these Terms or the Software is limited to the amount you paid for the Software in the twelve (12) months preceding the claim, or USD $100, whichever is greater.

This limitation does not apply to:

• Liability arising from gross negligence or willful misconduct (where applicable law prohibits its exclusion).
• Statutory consumer rights that cannot be waived.
• Liability for personal injury or death caused by negligence (where applicable law prohibits its exclusion).

13. Third-party components

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

A complete attribution list is bundled with the Software at resources/licenses/ and is also published on our website. Use of each component is subject to its respective license. Nothing in these Terms grants you rights inconsistent with those licenses.

14. Privacy

Your privacy is governed by the Onyx Code Privacy Policy, which is incorporated into these Terms by reference. The short version: we collect almost nothing, no User Content is ever transmitted to our servers, and Air-Gap Mode is available at all times.

15. Termination

You may terminate these Terms at any time by uninstalling the Software. Termination does not entitle you to a refund except as described in section 5.3.

We may terminate these Terms and revoke your license if:

• You materially breach these Terms (including sections 3.3, 6.5, 10).
• We are required to do so by law, court order, or sanctions / export-control obligation.
• We discontinue the Software (in which case we will give at least 90 days' notice and, where reasonable, a refund or equivalent replacement).

Sections 7 (IP), 11 (Disclaimer), 12 (Limitation), 16 (Governing Law), and 17 (Disputes) survive termination.

16. Governing law

These Terms are governed by the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein, the home jurisdiction of LOKO Technologies Ltd., without regard to conflict-of-laws principles, except as required by mandatory consumer protection law in your country of residence.

If you are a consumer ordinarily resident in the EU, UK, or another jurisdiction with mandatory consumer-protection rules, you retain the benefit of any non-waivable provisions of the law of your country of residence.

17. Dispute resolution

17.1 Informal resolution first

If you have a dispute with us, email support@onyxcode.app first. We will make a good-faith effort to resolve it within 30 days.

17.2 Arbitration

If informal resolution fails, all disputes arising out of or relating to these Terms will be resolved by binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) under its Domestic Commercial Arbitration Rules then in effect, with proceedings held in Vancouver, British Columbia, in English by a single arbitrator. Each party bears its own costs except as the arbitrator may award.

17.3 Consumer carve-out

If you are a consumer in the EU, UK, or a jurisdiction where mandatory consumer-protection law forbids pre-dispute arbitration clauses against consumers, this arbitration clause does not apply to you, and you may bring proceedings in your local courts.

17.4 No class actions

Disputes will be resolved on an individual basis. To the maximum extent permitted by law, you waive any right to participate in a class action, class arbitration, or representative action.

18. Changes to these Terms

We may update these Terms from time to time. Material changes will be announced at least 30 days in advance via:

• A banner in the Software.
• An email to the address associated with your license code.
• A post at onyxcode.app/terms.

Continued use of the Software after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree, your remedy is to stop using the Software (and request a refund under section 5.3 if applicable).

19. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and any in-app notices, constitute the entire agreement between you and the Company regarding the Software.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
• No agency. These Terms do not create a partnership, agency, or employment relationship.
• Notices. Notices to us must be sent to support@onyxcode.app. Notices to you may be sent via in-app messaging or to the email address associated with your license code.

20. Contact

For questions about these Terms, contact:
Onyx Code, a product of LOKO Technologies Ltd..
support@onyxcode.app