CopilotKit Intelligence Developer Edition License Agreement

1.1 If you have entered into a separate written agreement with CopilotKit, such as a Master Services Agreement and Order Form (and any Statement of Work or Support Terms referenced in it) (a "Signed Agreement"), that Signed Agreement governs the products it covers. However, unless a Signed Agreement expressly references the Developer Edition and expressly authorizes Production Use of it, the Developer Edition remains subject to this Agreement, including the Non-Production Use restriction in Section 4, even if you also hold a paid license to other CopilotKit products.

1.2 CopilotKit's hosted, online, and self-service subscription offerings are governed by the CopilotKit Self-Service Agreement, not by this Agreement.

1.3 This Agreement does not govern CopilotKit's open-source components, which are provided under their applicable open-source license agreements (the "Open-Source Licenses") and governed solely by those licenses, including where those components are included in the Developer Edition container image.

"Authorized User" means an individual within Customer's workforce (including employees and individual contractors working on Customer's behalf) whom Customer permits to use the Developer Edition.

"Customer Data" means any data, content, files, code, or other information that Customer or its Authorized Users load into, store in, or generate through the Developer Edition, including Customer Inputs and Customer Outputs.

"Customer Inputs" means the prompts, queries, instructions, files, and other inputs that Customer or its Authorized Users provide to the Developer Edition or to a Model through the Developer Edition.

"Customer Outputs" means the outputs returned by a Model or generated by the Developer Edition in response to Customer Inputs.

"Documentation" means the manuals, technical guides, README files, and publications for the Developer Edition made available by CopilotKit.

"Instance" means a single running deployment of the Developer Edition, consisting of one container (or one set of containers launched together from the official CopilotKit configuration) and its associated data store.

"Model" means any large language model or other artificial intelligence model accessed through or invoked by the Developer Edition, and "Model Provider" means any third party that hosts or provides a Model.

"Non-Production Use" means use by Authorized Users solely to learn, evaluate, develop, prototype, demonstrate internally, and test applications built with CopilotKit, using synthetic, sample, or test data. For clarity, Non-Production Use includes use by commercial entities to evaluate whether to purchase a CopilotKit license and to build proofs of concept and prototypes, provided that no such use is Production Use.

"Production Use" means any use other than Non-Production Use, including any use that: (a) processes live data of, or serves, any person other than Customer's Authorized Users acting in a development capacity; (b) supports any internal business operation, customer-facing service, or revenue-generating activity; (c) is accessible from the public internet or by Customer's customers, partners, or end users; or (d) is relied on as a system of record or for any business, legal, financial, medical, or safety-related decision.

"Third-Party Materials" has the meaning given in Section 9.2.

"Updates" means any new version, patch, bug fix, or replacement container image of the Developer Edition that CopilotKit makes available.

3.1 Grant. Subject to Customer's compliance with this Agreement, CopilotKit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license during the term of this Agreement to download, install, and run the Developer Edition on computers, workstations, or development environments owned or controlled by Customer, solely for Non-Production Use by its Authorized Users. Customer may make the copies of the Developer Edition reasonably necessary for that purpose.

3.2 Licensed, not sold. The Developer Edition is licensed, not sold. All rights not expressly granted are reserved by CopilotKit and its licensors, and nothing in this Agreement grants Customer any right other than those expressly provided here, whether by implication, estoppel, or otherwise.

3.3 No fees. CopilotKit currently provides the Developer Edition at no charge. CopilotKit may introduce fees, limits, or eligibility requirements for future versions, and will describe any such change before it applies to Customer.

4.1 No Production Use. Customer will not, and will not permit any person to, use the Developer Edition, or any Customer Data or Customer Outputs generated by it, for Production Use.

4.2 Single Instance. Each Instance must operate independently. Customer will not cluster, federate, replicate, load-balance, or configure the Developer Edition for high availability; connect multiple Instances to one another or to a shared data store; or use any proxy, wrapper, script, or other means to make multiple Instances operate as a single system or to exceed any technical limit in the Developer Edition.

4.3 Customer acknowledgment. Customer acknowledges that the Developer Edition is not designed to scale, does not communicate with other Instances, is not hardened for exposure to untrusted networks, and may lose, corrupt, or fail to persist data. Customer will not expose any Instance to the public internet.

4.4 Moving to production. Any Production Use of CopilotKit Intelligence requires a paid CopilotKit Intelligence license under a Signed Agreement. Customer may contact sales@copilotkit.ai to obtain one.

4.5 Compliance verification. On CopilotKit's reasonable written request, Customer will certify in writing that its use of the Developer Edition complies with this Section 4. The Developer Edition may include license keys, version expiration dates, or other technical measures that enforce this Agreement, and Customer will not disable, remove, or circumvent them.

Customer will not, and will not permit any Authorized User or third party to: (a) use the Developer Edition in violation of any law or regulation, or of any Model Provider's terms or acceptable use policy; (b) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Developer Edition available to any third party, including by publishing, mirroring, or re-hosting the container image in any public or third-party registry, or by offering it as a hosted or managed service; (c) modify, adapt, or create derivative works of the Developer Edition, other than configuration expressly supported in the Documentation; (d) remove, alter, or obscure any proprietary, license, or attribution notice in the Developer Edition; (e) reverse engineer, decompile, disassemble, or attempt to derive the source code of the non-open-source portions of the Developer Edition, except to the extent this restriction is prohibited by law or permitted by an applicable Open-Source License; (f) use the Developer Edition to build or train a competing product or model; (g) [publicly disseminate the results of any benchmark or performance test of the Developer Edition without CopilotKit's prior written consent]; (h) introduce malware into, or use the Developer Edition to attack, probe, or scan, any system without authorization, mine cryptocurrency, or host malware; (i) generate or distribute child sexual abuse material or content that sexualizes minors, or content that incites violence, terrorism, or self-harm, or that targets people with hateful content; or (j) use the Developer Edition to develop or deploy weapons, including chemical, biological, radiological, nuclear, or high-yield explosive weapons. Any material discovered involving child exploitation will be reported to the National Center for Missing and Exploited Children and authorities as required by law.

6.1 Ownership. As between the parties, Customer owns its Customer Data, including Customer Inputs and, subject to the rights of Model Providers and other third parties, Customer Outputs. CopilotKit does not claim ownership of Customer Data.

6.2 Local operation. The Developer Edition runs entirely in Customer's own environment. Except for the usage data described in Section 6.4 and any information Customer chooses to send to CopilotKit, CopilotKit does not host, access, receive, or process Customer Data, and CopilotKit's Data Processing Addendum does not apply to Customer's use of the Developer Edition.

6.3 Prohibited data. Customer will use only synthetic, sample, or test data with the Developer Edition. Customer will not load into the Developer Edition any production data, personal data of real customers or end users, protected health information, payment card data, or other specially regulated or confidential data.

6.4 Usage data. [The Developer Edition collects and sends to CopilotKit limited technical and usage data, such as version number, an anonymous instance identifier, operating environment, feature usage, and error reports ("Usage Data"). Usage Data does not include Customer Inputs or Customer Outputs. Customer may disable Usage Data collection as described in the Documentation.] CopilotKit may use Usage Data and other statistical data relating to use of the Developer Edition for any lawful business purpose, including to improve its products, provided that it does not identify Customer or any individual. CopilotKit's handling of personal data is described in the Privacy Policy at https://copilotkit.ai/privacy-policy.

6.5 Customer responsibilities. Customer is solely responsible for Customer Data, for the security of the environment in which it runs the Developer Edition, and for backing up any Customer Data it wishes to keep. CopilotKit has no obligation to back up Customer Data and no liability for any loss, alteration, destruction, corruption, or failure to recover Customer Data.

7.1 Model Providers. The Developer Edition may send Customer Inputs to, and receive Customer Outputs from, Models selected and configured by Customer, using Customer's own credentials and accounts. That use is subject to the applicable Model Provider's terms and policies, which Customer is responsible for reviewing and following, and Customer is responsible for all fees charged by Model Providers.

7.2 Customer as deployer. For any AI system, agent, or application that Customer builds, tests, or operates using the Developer Edition, Customer is the deployer, operator, or provider (as applicable) for purposes of applicable laws governing artificial intelligence (including the EU AI Act, the Colorado AI Act, and similar laws), and is responsible for any related assessment, disclosure, and human-oversight obligations.

8.1 CopilotKit ownership. As between the parties, CopilotKit and its licensors own all right, title, and interest in and to the Developer Edition, the Documentation, and CopilotKit's trademarks, and all related intellectual property, together with any improvements or modifications to the foregoing.

8.2 Open-source and third-party components. The Developer Edition container image includes open-source and other Third-Party Materials, which are identified in the notices file included in the container image and are licensed to Customer under their own license terms, not under this Agreement. Those license terms govern to the extent of any conflict as to those components.

8.3 Feedback. If Customer provides any suggestions, ideas, feature requests, or recommendations relating to the Developer Edition or CopilotKit's other products ("Feedback"), Customer hereby irrevocably assigns and transfers to CopilotKit all right, title, and interest in and to the Feedback, and CopilotKit may use and exploit the Feedback for any purpose without restriction, attribution, or compensation. To the extent any such assignment is not effective, Customer grants CopilotKit a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose.

9.1 AI DISCLAIMER. THE DEVELOPER EDITION USES GENERATIVE AI, INCLUDING MODELS PROVIDED BY THIRD-PARTY MODEL PROVIDERS. CUSTOMER ACKNOWLEDGES THAT MODELS AND THEIR OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE UNSUITABLE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING ALL CUSTOMER OUTPUTS BEFORE RELYING ON THEM. CUSTOMER OUTPUTS DO NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. COPILOTKIT DOES NOT WARRANT THE ACCURACY, AVAILABILITY, OR BEHAVIOR OF ANY MODEL.

9.2 THIRD-PARTY MATERIALS. THE DEVELOPER EDITION INCORPORATES, EMBEDS, OR BUNDLES SOFTWARE, DATA, OR OTHER COMPONENTS OWNED BY THIRD PARTIES, INCLUDING COMPONENTS SUBJECT TO OPEN-SOURCE LICENSES ("THIRD-PARTY MATERIALS"). COPILOTKIT DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD-PARTY MATERIALS.

9.3 WARRANTY DISCLAIMER. THE DEVELOPER EDITION, INCLUDING ALL CUSTOMER OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE," FREE OF CHARGE, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, OR RELIABILITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COPILOTKIT DOES NOT WARRANT THAT THE DEVELOPER EDITION WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VULNERABILITIES, THAT IT WILL PRESERVE ANY DATA, THAT IT WILL PERFORM AT ANY PARTICULAR SCALE, OR THAT IT IS SUITABLE FOR PRODUCTION USE, AND CUSTOMER ASSUMES ALL RISK OF ANY USE IN BREACH OF SECTION 4.

10.1 No support or service levels. CopilotKit has no obligation to provide support, maintenance, uptime, or service-level commitments for the Developer Edition. CopilotKit may, at its discretion, offer community resources such as documentation, forums, or Discord channels.

10.2 Updates and expiration. CopilotKit may make Updates available from time to time, and each Update is subject to this Agreement unless it is accompanied by different terms. A version of the Developer Edition may stop functioning after an expiration date stated in the Documentation or at startup, after which Customer must install a current version to continue using the Developer Edition.

10.3 Discontinuation. CopilotKit may modify, suspend, or discontinue the Developer Edition, or any feature of it, at any time.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). Non-public portions of the Developer Edition and Documentation, including any license keys, are CopilotKit's Confidential Information. The receiving party will use Confidential Information only to exercise its rights and perform under this Agreement, protect it with at least reasonable care, and limit access to those who need it and are bound by comparable obligations. Confidential Information does not include information that is public through no fault of the receiving party, already known, rightfully received from a third party, or independently developed. Disclosures required by law are permitted, provided that the receiving party gives the disclosing party prompt notice where lawful. These obligations continue for three (3) years after termination of this Agreement, and indefinitely as to any trade secret for so long as it remains a trade secret under applicable law. The disclosing party may seek injunctive or other equitable relief for a breach of this Section without posting bond or proving actual damages.

12.1 Term. This Agreement applies from Customer's first acceptance or use of the Developer Edition and continues until terminated in accordance with this Section 12.

12.2 Termination. Customer may terminate this Agreement at any time by ceasing all use of the Developer Edition and deleting it as described in Section 12.3. CopilotKit may terminate this Agreement, or Customer's license to the Developer Edition, at any time, with or without cause, on notice to Customer (which may be given by email, in the Documentation, or at startup of the Developer Edition). This Agreement and the license in Section 3 terminate automatically, without notice, if Customer breaches Section 3, 4, or 5.

12.3 Effect of termination. Upon termination, the license in Section 3 ends, and Customer will immediately stop using the Developer Edition and delete all copies of it in its possession or control, including container images, running and stopped containers, and cached layers. Customer may retain its own Customer Data. On request, Customer will certify in writing that it has done so.

12.4 Survival. Sections 1, 2, 4.1, 5, 6, 7.2, 8, 9, 11, 12.3, 12.4, 13, 14, and 15, and any provision that by its nature is intended to survive, survive termination of this Agreement.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DEVELOPER EDITION, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES DAMAGES RESULTING FROM INACCURACIES OR OTHER FAILURE MODES OF AI OUTPUTS, LOSS OR CORRUPTION OF DATA, THE CONDUCT OF ANY MODEL PROVIDER, OR THE ACTS OF ANY AGENT BUILT OR TESTED USING THE DEVELOPER EDITION. COPILOTKIT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DEVELOPER EDITION WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS DO NOT APPLY TO: CUSTOMER'S BREACH OF SECTION 3, 4, OR 5; EITHER PARTY'S BREACH OF THE OTHER'S INTELLECTUAL PROPERTY RIGHTS; EITHER PARTY'S BREACH OF SECTION 11 (CONFIDENTIALITY); CUSTOMER'S INDEMNIFICATION OBLIGATIONS; EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, INCLUDING CopilotKit'S PROVISION OF THE DEVELOPER EDITION FREE OF CHARGE, AND APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.1 Indemnification by Customer. Customer will defend, indemnify, and hold harmless CopilotKit, its affiliates, and their respective officers, directors, employees, and agents against any third-party claim, and pay amounts finally awarded or agreed in settlement, arising out of: (a) Customer Data, Customer Inputs, or Customer Outputs; (b) any use of the Developer Edition in breach of this Agreement, including any Production Use; (c) Customer's development, testing, deployment, or operation of any AI system, agent, or application built using the Developer Edition; or (d) Customer's violation of any applicable law. CopilotKit will promptly notify Customer of the claim, allow Customer to control the defense (provided any settlement that imposes obligations on CopilotKit requires CopilotKit's consent), and provide reasonable cooperation at Customer's expense. CopilotKit may participate in the defense at its own expense with counsel of its choosing.

14.2 Infringement claims. CopilotKit provides no indemnity for the Developer Edition. If a third party asserts or threatens a claim that the Developer Edition infringes its intellectual property rights, CopilotKit may, in its sole discretion, modify or replace the Developer Edition or terminate this Agreement. The foregoing states CopilotKit's entire liability, and Customer's sole and exclusive remedy, for any actual or alleged infringement by the Developer Edition.

15.1 Compliance; Export and Sanctions. Each party will comply with applicable export control, economic sanctions, import, and anti-corruption laws, including those of the United States. Customer represents that it is not located in, or ordinarily resident in, any embargoed country or region, is not on any restricted-party or sanctions list, and is not owned or controlled by any party on such a list, and that it will not download, export, or use the Developer Edition in violation of such laws or to develop weapons of the kinds described in Section 5.

15.2 Governing Law; Venue; Jury Trial Waiver. This Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement or the Developer Edition will be brought exclusively in the state or federal courts located in Seattle, Washington, and the parties consent to the personal jurisdiction of those courts. Each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.3 U.S. Government End Users. The Developer Edition is "commercial computer software" and the Documentation is "commercial computer software documentation" under applicable federal acquisition regulations, and they are licensed to U.S. Government end users only as commercial items with the rights granted to all other users under this Agreement.

15.4 Changes to this Agreement. CopilotKit may modify this Agreement from time to time by posting an updated version and updating the "Last Updated" date above. Each new version applies to downloads, Updates, and acceptances made after it is posted, and Customer's continued use of the Developer Edition thirty (30) days after posting constitutes acceptance. No modification applies retroactively to any dispute that arose before its effective date. If Customer does not agree to a change, Customer must stop using the Developer Edition.

15.5 Electronic Communications. Customer consents to receive communications from CopilotKit electronically, including through the Developer Edition's startup messages and Documentation, and agrees that electronic communications satisfy any legal requirement that they be in writing.

15.6 Entire Agreement; Order of Precedence. This Agreement, together with the Privacy Policy and the Documentation, is the entire agreement between the parties for the Developer Edition and supersedes prior understandings on that subject. In the event of a conflict, the order of precedence is: (1) any Signed Agreement that expressly references the Developer Edition, subject to Section 1.1; (2) this Agreement; and (3) the Privacy Policy and Documentation.

15.7 Assignment. Customer may not assign this Agreement without CopilotKit's prior written consent. CopilotKit may assign this Agreement to an affiliate or to a successor in a merger or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

15.8 Miscellaneous. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors, and no agency, partnership, joint venture, or employment relationship is created by this Agreement. There are no third-party beneficiaries to this Agreement. If any provision of this Agreement is unenforceable, the rest remains in effect and that provision will be interpreted to best accomplish its objectives within the limits of applicable law. A failure to enforce a provision is not a waiver of that provision or of any other provision.

15.9 Notices. Notices to CopilotKit must be sent to legal@copilotkit.ai (and, for security matters, security@copilotkit.ai). Notices to Customer may be sent to any email address Customer provided to CopilotKit, or displayed in the Developer Edition or its Documentation.