Fermata
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License Agreement

Version 1.0 · Effective October 20, 2026

Fermata License Agreement

Version 1.0 · Effective October 20, 2026

This License Agreement ("Agreement") is between you and Kelios LLC, a Delaware limited liability company with its principal office in Hallandale Beach, Florida ("Kelios", "we", "us"). It covers the Fermata macOS application, the Fermata iOS and Android companion apps, and their updates (together, the "Software"). By clicking "I Agree", you accept this Agreement. If you accept for an organization, you confirm you have authority to bind it, and "you" includes it. If you do not agree, click Quit and do not use the Software.

1. License

Subject to this Agreement, Kelios grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on Macs and mobile devices that you own or control, for your own use or your organization's internal use. A license is for one person. That person may use it on multiple devices; an organization needs a license for each person who uses the Software. Some features ("Pro") need an invite code or other entitlement and are also governed by section 15. We may change which features are free or Pro, but will not remove a Pro feature you have paid for during a paid term without a pro-rata refund.

2. Restrictions

Except as this Agreement expressly allows, you will not, and will not help anyone else to:

(a) copy, modify, distribute, sell, rent, lease, sublicense, or make the Software available to third parties, or create derivative works of it;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or internal structure of the Software, including by using automated tools, scripts, or AI systems to extract, reconstruct, or summarize them;

(c) use the Software, or any information obtained from it, to build, train, or improve a product, service, or AI model that competes with Fermata;

(d) remove, disable, or circumvent any license check, invite code, entitlement, usage limit, update mechanism, or security feature, or share codes or entitlements beyond your license;

(e) remove proprietary notices; or

(f) use the Software in violation of law or of the terms of any third-party service it connects to.

Restrictions (a), (b) and (c) do not apply to the extent applicable law gives you a right that cannot be waived by contract, including, for users in the European Union, the rights to make a backup copy, to observe, study and test the Software, and to decompile it for interoperability under Articles 5 and 6 of Directive 2009/24/EC. Before exercising an interoperability right, please ask us at legal@fermata.run for the information you need.

3. Ownership

Kelios and its licensors own the Software and all intellectual property in it. The Software is licensed, not sold. We reserve all rights not expressly granted. Your content stays yours. As between you and Kelios, you own your code, repositories, prompts, specs, and everything agents produce for you ("Your Content"). We claim no rights in Your Content and do not use it to train any model. Rights in agent output are also subject to the terms of the AI provider that generated it. If you send us feedback, we may use it without obligation to you.

4. Third-party services

Fermata orchestrates software you install and accounts you hold. Agents run through the Claude Code CLI under your own Anthropic account, and your use of it is governed by Anthropic's terms and policies, not ours. Fermata does not provide model access and is not responsible for Anthropic's services, pricing, usage limits, or output. If you connect GitHub, Linear, or other services, your use of them is governed by their terms. Optional mobile sync uses Google Firebase. Third-party services may change or stop working with Fermata at any time.

5. You are in charge of your agents

AI agents can write, change, and delete code and run commands on your machine. You decide what they may do, you are responsible for reviewing their work before you rely on it, and you should keep backups of anything important.

6. Privacy

Our Privacy Policy at https://fermata.run/privacy explains what leaves your Mac: crash reports and anonymous usage counts (on by default, and you can turn them off in Settings), update checks, and, only if you enable mobile sync, session records, whose message content is encrypted end to end on your Mac before upload. Your code, prompts, and agent conversations otherwise stay on your Mac.

7. Updates

The Software checks for and may install updates. Updates are covered by this Agreement unless they come with different terms. We may change or remove features. Older versions may stop working with third-party services.

8. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY AGENT OUTPUT WILL BE ERROR-FREE, SECURE, OR CORRECT.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KELIOS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA OR CODE, OR AI-PROVIDER CHARGES, ARISING FROM THE SOFTWARE OR AGENT ACTIONS, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE CLAIM AND US$50. Some jurisdictions do not allow these exclusions or limits, so they apply to you only to the extent the law allows. Nothing in this Agreement limits liability for fraud, gross negligence, wilful misconduct, or anything else that cannot lawfully be limited, or affects your statutory rights as a consumer.

10. Termination

You may end this Agreement at any time by deleting the Software. We may suspend or end your license if you materially breach this Agreement and, where the breach can be fixed, do not fix it within 14 days of notice. On termination you must stop using the Software. Your Content remains on your machine. Sections 2, 3, 8, 9, 11, and 12 survive.

11. Export and sanctions

You will comply with U.S. and other applicable export control and sanctions laws. You may not use the Software in, or on behalf of anyone in, a sanctioned country or on a U.S. restricted-party list.

12. Governing law and venue

This Agreement is governed by the laws of the State of Florida, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Broward County, Florida have jurisdiction. If you are a consumer, this does not deprive you of the mandatory protections of the country where you live, and you may bring claims in your local courts where the law gives you that right.

13. Changes to this Agreement

We may update this Agreement. For changes that materially affect your rights, we will show the new version in the app and ask you to accept it before you continue using the Software; if you do not accept, you may stop using it, and for a paid plan we will refund the unused portion of any prepaid term. We record the version you accepted and when.

14. General

This Agreement and the Privacy Policy are the entire agreement on this subject. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stays in effect. Not enforcing a provision is not a waiver. You may not assign this Agreement without our consent; we may assign it with the business. U.S. Government users receive the Software as "commercial computer software" with only the rights set out here.

15. Pro features

Pro features are currently unlocked with an invite code that we issue. A code is personal to the person we gave it to: you may not sell, publish, or share it. We may revoke a code that is shared, sold, or obtained by circumventing the Software, and while Pro is free we may change or end the Pro program at any time. If we start charging for Pro, the price, billing, renewal, and refund terms will be shown to you before you pay, and the paid-term protections in sections 1 and 13 apply.

16. Contact

Kelios LLC, 800 SE 4th Ave, Ste 139, Hallandale Beach, FL 33009-6493, USA. Email legal@fermata.run.

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