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FolderChat End User License Agreement (EULA)

Effective Date: February 9, 2026  |  Version 1.0

This End User License Agreement ("Agreement") is a legal agreement between you ("User," "you") and Cofoundry Global Ltd. ("Cofoundry," "we," "us") governing your use of the FolderChat desktop application and related documentation ("Software"). By installing, copying, or using the Software, you agree to be bound by this Agreement.

1. Definitions

"Content" means any files, documents, text, data, prompts, or conversations processed by the Software on your device.

"Health Telemetry" means non-content operational data including performance metrics, coarse-grained feature usage counts, crash diagnostics, and error reports. Health Telemetry never includes Content, filenames, file paths, prompts, or conversation history.

"Tier" means the license level under which you use the Software: Free, Teams, or Enterprise, each with specific terms described in Section 3.

"Organization" means the legal entity that has purchased a Teams or Enterprise license.

2. Grant of License

2.1 Subject to the terms of this Agreement, Cofoundry grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on devices you own or control, in accordance with your applicable Tier.

2.2 The Software is licensed, not sold. Cofoundry retains all right, title, and interest in the Software, including all intellectual property rights.

3. Tier-Specific Terms

3.1 Free Tier

• Scope: Individual, non-commercial or commercial use by a single user.
• Features: Full core functionality with no artificial capability limits.
• Telemetry: Health Telemetry is enabled by default. You may view telemetry payloads locally via the built-in telemetry viewer. The telemetry schema is published at docs.folderchat.com/telemetry. Content is never collected.
• Support: Community support only (Discord, GitHub Issues). No SLA.
• Restrictions: May not be used to provide a competing commercial service. No organizational governance features.

3.2 Teams Tier

• Scope: Licensed per-user to an Organization. Minimum 5 users. Requires a valid paid subscription.
• Features: All Free features plus organizational telemetry controls, team configuration profiles, centralized policy settings, basic audit logging, and self-hosted telemetry endpoint support.
• Telemetry: Health Telemetry may be toggled on/off at the organizational level. Telemetry categories may be limited by the Organization administrator. Content is never collected regardless of telemetry settings.
• Support: Priority email support during business hours (Mon–Fri, 9AM–6PM ET). Target response time: 1 business day.
• Subscription: Billed annually. Licenses are non-refundable after the 14-day trial period. Seats may be added mid-term at pro-rata pricing.

3.3 Enterprise Tier

• Scope: Licensed to an Organization under a separately executed Enterprise Agreement or Order Form, which may supplement or override specific terms of this EULA.
• Features: All Teams features plus: telemetry compiled out or hard-disabled; verifiable no-telemetry builds; air-gapped and network-isolated deployment support; regulation-grade audit logs; admin-enforced policy lockdown; configuration hash verification; custom update channels; long-term support (LTS) versions; SSO integration.
• Telemetry: Enterprise builds may be provided with all telemetry code removed at the compilation level. No background network calls occur without explicit administrator approval. Cofoundry will provide build verification artifacts upon request.
• Support: Dedicated support contact and SLA as defined in the Enterprise Agreement. Includes security advisories and coordinated vulnerability disclosure.
• Legal: A Data Processing Addendum (DPA) and compliance documentation (mapping to HIPAA, FINRA, SOC 2, and other frameworks as applicable) are available upon request and may be incorporated by reference into the Enterprise Agreement.

4. Content Ownership and Privacy

4.1 You retain all rights to your Content. Cofoundry does not access, collect, store, transmit, or process your Content at any Tier. All Content processing occurs locally on your device.

4.2 Cofoundry will never use your Content to train models, improve the Software, or for any other purpose. This commitment is structural (architecturally enforced), not merely contractual.

4.3 Health Telemetry collected under the Free or Teams Tier (when enabled) is governed by the FolderChat Privacy Policy, available at docs.folderchat.com/privacy.

5. Third-Party Models and Backends

5.1 The Software connects to locally-hosted LLM inference servers (e.g., Ollama, LM Studio, GPT4All) that you configure. Cofoundry does not provide, host, or control these models.

5.2 Your use of third-party models is subject to the respective model licenses (e.g., Apache 2.0, MIT, OpenRAIL). Cofoundry is not responsible for the output, accuracy, or licensing compliance of third-party models.

5.3 The Software will never route your Content through Cofoundry servers or any third-party cloud service.

6. Restrictions

You may not: (a) reverse engineer, decompile, or disassemble the Software except as permitted by applicable law; (b) remove or alter any proprietary notices; (c) redistribute, sublicense, or resell the Software; (d) use the Software to build a substantially similar competing product; (e) circumvent any license key, activation, or tier-enforcement mechanism.

7. Updates

7.1 Free and Teams: Updates are delivered through standard channels and may be applied automatically unless disabled by the user or Organization administrator.

7.2 Enterprise: Updates are delivered through custom channels as agreed in the Enterprise Agreement. LTS versions receive security patches for a minimum of 12 months from release.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COFOUNDRY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. Enterprise customers may negotiate specific warranty terms in their Enterprise Agreement.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COFOUNDRY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING THE CLAIM. FOR FREE TIER USERS, COFOUNDRY'S LIABILITY IS LIMITED TO ZERO. IN NO EVENT SHALL COFOUNDRY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

10. Termination

10.1 Free Tier licenses remain in effect until terminated by either party. Cofoundry may terminate Free licenses by providing 30 days' notice.

10.2 Teams licenses terminate at the end of the subscription period unless renewed. Either party may terminate for material breach with 30 days' written notice and opportunity to cure.

10.3 Enterprise licenses terminate as specified in the Enterprise Agreement.

10.4 Upon termination, you must cease using the Software and delete all copies. Your Content remains yours and is unaffected by termination.

11. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware.

12. Entire Agreement

This Agreement, together with any applicable Enterprise Agreement, Order Form, DPA, and Privacy Policy, constitutes the entire agreement between you and Cofoundry regarding the Software. In the event of conflict between this EULA and an Enterprise Agreement, the Enterprise Agreement shall control.

© 2026 Cofoundry Global Ltd. All rights reserved.  |  Questions: legal@cofoundry.global