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Terms of Use

Effective Date: May 1, 2026 Last Updated: May 25, 2026

These Terms of Use ("Terms") form a binding legal agreement between you ("you" or "User") and GoodGist, Inc., a Delaware corporation with its principal place of business at 1825 S. Grant St., Suite 200, San Mateo, CA 94404, USA, doing business as Avery.Software ("Avery.Software," "we," "us," or "our"). They govern your access to and use of the Avery NXR desktop application, the Avery NXR central service, the Forge plugin marketplace, and all related software, documentation, websites, APIs, and services we make available under the Avery.Software and Avery NXR brands (collectively, the "Software").

By installing, accessing, or using the Software, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. 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 and warrant that you have authority to bind that organization to these Terms, and "you" will refer to that organization.

1. Definitions

  1. "Software" means the Avery NXR desktop client (including the bundled local service nxrd), the Avery NXR central service operated by Avery.Software, the Forge plugin distribution platform, all official plugins published by Avery.Software, related APIs and SDKs, documentation, and any updates, patches, or new versions of the foregoing.
  2. "Account" means the Avery.Software account you create or are provisioned in order to authenticate with the central service and obtain a license token.
  3. "Generated Output" means any source code, configuration, schema, documentation, prompts, plans, agent graphs, or other artifacts produced by the Software in response to your inputs, whether produced by a local Small Language Model, a frontier cloud model accessed via the Build profile, the Runtime profile, or Consult Mode, or by deterministic generator plugins.
  4. "Local Model" / "SLM" means a Small Language Model installed and executed entirely on your device by the Software's local runtime.
  5. "Build Profile" means the cloud AI provider you configure in Settings → AI → Build that the Software uses to drive /scaffold.run, /scaffold.fix, and /scaffold.enhance requests. Each request flows directly from your device to the chosen provider using your supplied BYOK Key.
  6. "Runtime Profile" means the LLM target the Software uses when an agent in your project calls an LLM node at runtime. Runtime may be a Local Model or a cloud provider; the choice is yours and configurable in Settings → AI → Runtime.
  7. "Consult Mode" means the optional per-request feature by which the Software may forward limited prompt data directly from your device to a third-party cloud AI provider (such as Anthropic, OpenAI, or Google) using your own API key. With the introduction of Build and Runtime profiles (v1.4), Consult Mode is largely subsumed; where it still appears (e.g., an agent node opting into a one-off cloud upgrade) the same direct-from-device path applies.
  8. "BYOK Keys" means the API keys you, the User, supply for third-party services (including but not limited to cloud AI providers, deployment targets, and OAuth connectors).
  9. "Plugin" means any generator, agent template, messaging provider, connector, or other extension distributed through Forge or otherwise installed into the Software, regardless of author.
  10. "Third-Party Plugin" means a Plugin authored by a party other than Avery.Software.
  11. "Third-Party Hosting Provider" means any third party that hosts a generated application on your behalf, including without limitation Vercel Inc., Railway Corp., or any service to which you deploy via SSH, FTP, or otherwise.
  12. "Subscription" means a paid plan (currently Desktop Pro or Enterprise) you purchase through Avery.Software or its payment processor.
  13. "Subscription Term" means the period for which you have paid (monthly or annual) and during which Subscription features are enabled.

2. The Software at a Glance

Avery NXR is a privacy-first desktop development environment that helps you produce production-ready Next.js applications and agentic workflows. The Software contacts third-party AI providers in two distinct flows, both of which run directly from your device to the provider with the Avery.Software central service not in the path:

  • App building (Build Profile). Every /scaffold.run, /scaffold.fix, and /scaffold.enhance request runs through the cloud AI provider you configure in Settings → AI → Build Profile using your supplied BYOK Key. The Software cannot scaffold without a configured Build Profile.
  • Agent runtime (Runtime Profile). When an agent in your project calls an LLM node at runtime, the call routes through your Runtime Profile — which may be a Local Model on your device (no third-party contact) or a cloud provider using your BYOK Key.

The Software interacts with the Avery.Software central service solely for license issuance, license verification, plugin catalog distribution, anonymized telemetry, optional Stripe-mediated billing, and software updates.

3. License to Use the Software

3.1 License Grant. Subject to your compliance with these Terms and, where applicable, payment of the fees due under your Subscription, Avery.Software grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software (a) on devices you own or control, (b) for your internal personal or business purposes, and (c) within the scope and seat count of your applicable plan.

3.2 Restrictions. You will not, and will not permit any third party to: (a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any closed-source component of the Software except to the extent expressly permitted by applicable law; (b) modify, adapt, translate, or create derivative works of the Software (except as expressly permitted, e.g., authoring Plugins via the documented APIs); (c) remove, alter, or obscure any proprietary notices; (d) sell, rent, lease, sublicense, or distribute the Software, or use the Software to provide a competing service; (e) use the Software to process content that infringes third-party rights, violates applicable law, or breaches Section 9 (Acceptable Use); (f) exceed the seat count or other usage limits of your plan; (g) circumvent or attempt to circumvent any tier-gating, licensing, authentication, signature-verification, or rate-limiting mechanism; or (h) use the Software to develop, train, or benchmark a competing product.

3.3 Open-Source Components. Portions of the Software are licensed under separate open-source licenses. Those components are governed by their respective licenses, which prevail to the extent of any conflict with these Terms with respect to those components only. A list of such components is available on request and within the Software where applicable.

3.4 Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by Avery.Software and its licensors. Nothing in these Terms grants you any title or ownership in or to the Software.

4. Account Registration and Authentication

4.1 Sign-In Through the Central Service. To use any feature that requires authentication (including paid plans, Forge publishing, and update verification), you must sign in through the Avery.Software central service. The central service issues you a signed license token that the desktop client uses to verify entitlement and to install signed Software updates.

4.2 Accuracy of Information. You agree to provide accurate, current, and complete information when creating or maintaining an Account, and to keep that information up to date.

4.3 Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. Notify us immediately at legal@avery.software if you suspect unauthorized use.

4.4 Account Suspension. We may suspend or terminate Accounts that violate these Terms, that we reasonably believe pose a security risk, that fail to pay outstanding fees, or as otherwise permitted by law.

5. Subscription Plans, Fees, and Pricing

5.1 Plans. The Software is offered under three plans:

  • Desktop Free: free of charge; limited to a defined feature subset (no Build Profile / no app building via cloud, no Forge install, no per-role model assignments, etc., as documented in the Software). Free users can install Local Models for agent runtime, but cannot scaffold new apps without upgrading to Pro or Enterprise.
  • Desktop Pro: a paid plan that unlocks the Build Profile (cloud-driven app building via /scaffold.run, /scaffold.fix, and /scaffold.enhance), Forge plugin install, per-role Runtime model assignments, and additional features as documented at the time of purchase.
  • Enterprise: a higher-tier plan offered by negotiated agreement that includes the Desktop Pro feature set plus additional capabilities (e.g., custom Ollama pull specs, additional embedding role assignment, support obligations) as documented in the Enterprise order form or master agreement.

5.2 Fees. Fees for Desktop Pro and Enterprise are set forth on our pricing page or in your order form and are quoted exclusive of taxes. You are responsible for all applicable taxes (other than taxes based on GoodGist, Inc.'s net income).

5.3 Right to Change Pricing and Plans. Avery.Software reserves the right, in its sole discretion and at any time, to change prices, introduce new plans, modify or discontinue existing plans, change the features included in any plan, change feature gating between plans, or otherwise modify its pricing model. Where commercially reasonable, we will provide advance notice of material increases to your in-session price (for example, before your next renewal). For paid Subscriptions billed in advance, price changes will not retroactively apply to a Subscription Term you have already paid for; they will apply at the start of the next renewal Term.

5.4 Auto-Renewal. Unless otherwise stated, paid Subscriptions auto-renew at the end of each Subscription Term at then-current prices. You may cancel auto-renewal at any time before the next renewal date through the Software, the central service, or our payment processor's customer portal.

5.5 Cancellation Takes Effect at the End of the Billing Cycle. When you cancel a paid Subscription, your cancellation takes effect at the end of the then-current billing cycle (i.e., the Subscription Term you have already paid for). You retain access to all paid features through that end-date. Avery.Software does not pro-rate, refund, or credit any portion of the fees paid for the then-current Subscription Term, regardless of when within the cycle you cancel. After the end of the cycle, your account reverts to Desktop Free (or, for Enterprise, the post-termination access level specified in your order form).

5.6 Payment Processing. Payments are processed by Stripe, Inc. or another payment processor we may designate. Your use of the payment processor is subject to its own terms. We do not store full payment card numbers on our servers.

5.7 No Refunds. All fees paid to Avery.Software are non-refundable. Except where a refund is required by applicable law (and only to the minimum extent so required), or where Avery.Software has expressly agreed to a refund in writing in advance, Avery.Software does not provide refunds, credits, pro-rata reimbursements, or chargebacks for any reason, including without limitation: (a) cancellation of a Subscription mid-cycle; (b) downgrade from Pro to Free or from Enterprise to Pro; (c) features you did not use; (d) features that are removed, re-tiered, or modified during your Subscription Term; (e) account suspension or termination for breach of these Terms; (f) Software outages or defects; (g) third-party service outages (including the central service, frontier AI providers, OAuth providers, plugin marketplaces, or hosting providers); (h) hardware compatibility issues; (i) end-of-life of any Plugin or SLM; (j) your dissatisfaction with Generated Output; or (k) any other reason. You waive any right to dispute charges made in accordance with these Terms with your card issuer.

5.8 Free Trials and Promotions. From time to time we may offer free trials, beta access, or promotional pricing. Any such offer is subject to its own terms and may be discontinued or modified at any time.

5.9 Tier Downgrades. If your plan is downgraded (whether by you, by non-payment, or by termination of an Enterprise agreement), features specific to higher tiers (such as Consult Mode, Forge, or per-role model assignments) will become unavailable on next navigation or as otherwise documented. Local data, including projects you have already generated, will remain on your device.

5.10 Offline Grace Period. A Desktop Pro license remains operational without contact with the central service for a documented offline grace period (currently 30 days). Free-tier licenses are revalidated on a shorter cadence (currently 24 hours). These periods may change.

6. AI-Generated Output

Read this Section carefully — it is fundamental to your use of the Software.

6.1 Nature of AI Output. The Software produces Generated Output through a combination of (a) deterministic templates and generators authored by Avery.Software or third parties, and (b) inference performed by Local Models or, where you opt in, cloud AI providers. AI-produced output is by its nature non-deterministic and may contain errors, omissions, security flaws, hallucinated APIs, incorrect schemas, broken business logic, performance issues, license-incompatible dependencies, or other defects.

6.2 Your Responsibility. You are solely responsible for reviewing, testing, securing, and validating all Generated Output before deploying or relying on it for any purpose, including without limitation production use, regulated environments, life-safety applications, or any environment that processes personal data, financial data, or health data. The Software is not a substitute for professional review by qualified software engineers, security professionals, lawyers, accountants, or other relevant experts.

6.3 No Warranty Regarding Output. Avery.Software makes no representation or warranty that Generated Output will be correct, complete, secure, fit for any particular purpose, non-infringing, free of vulnerabilities, performant, or compliant with any law or industry standard. Use of Generated Output is at your sole risk.

6.4 Ownership of Output. As between you and Avery.Software, you own the Generated Output produced from your inputs, subject to (a) any open-source license attached to template fragments or dependencies emitted as part of the Output, (b) any third-party rights in models or training data underlying the AI components, and (c) the rights of Plugin authors in their respective Plugins. We claim no proprietary right in your inputs or in the specific Output produced for you.

6.5 Coincidental Similarity. Because AI models produce output based on statistical patterns, different users may receive substantially similar Generated Output for similar prompts. We make no representation regarding uniqueness of Generated Output.

6.6 Hallucinations and Inaccurate Information. AI components may produce confident-sounding output that is factually wrong, including but not limited to nonexistent APIs, incorrect documentation references, fabricated package names, and inaccurate citations. You must independently verify any factual claim, code identifier, or external reference appearing in Generated Output before relying on it.

7. Third-Party Plugins (Including Forge)

7.1 Plugin Marketplace. The Software supports installation of Plugins, including First-Party Plugins authored by Avery.Software and Third-Party Plugins authored by community members and distributed through the Forge marketplace. While Avery.Software applies cryptographic signature verification to Plugins distributed through Forge, signature verification only confirms the bytes you receive match what the publisher signed; it does not endorse the Plugin's quality, safety, security, or fitness.

7.2 No Endorsement; No Liability. Avery.Software does not author, control, or endorse Third-Party Plugins. Avery.Software is not liable for any defect, vulnerability, malicious behavior, data loss, license violation, intellectual property infringement, or other issue caused or contributed to by any Third-Party Plugin. Your use of any Third-Party Plugin is at your sole risk and is governed by the license, terms, and privacy policy provided by that Plugin's publisher (if any). You are solely responsible for reviewing the Plugin's source, manifest, and documentation before installing it.

7.3 Capability Permissions. Plugins may request capability permissions (file system access, shell execution, network access, etc.). Granting these permissions can cause arbitrary code execution, data exfiltration, or destructive actions. Review every permission carefully. The default Software policy errs on the side of denial, but you may opt in to additional permissions at your own risk.

7.4 Removal. Avery.Software may, in its sole discretion, remove any Plugin from the Forge catalog or revoke any Plugin publisher's signing key for any reason, including without limitation policy violations, security concerns, takedown requests, or court orders.

8. Third-Party Hosting and Deployment Targets

8.1 You Choose Where to Deploy. The Software supports deployment of Generated Output to Third-Party Hosting Providers including Vercel, Railway, and on-premises servers reachable via SSH. The Software acts only as a CLI orchestrator; the actual hosting, runtime, scaling, billing, security, and data handling of any deployed application are governed by the agreement between you and the Third-Party Hosting Provider.

8.2 No Liability for Hosting. Avery.Software is not a hosting provider, is not your hosting provider's processor or sub-processor, and has no control over any environment to which you deploy. Avery.Software is not liable for any outage, data loss, breach, downtime, billing dispute, content moderation action, account suspension, performance issue, security incident, or other issue that occurs in or in connection with a Third-Party Hosting Provider's environment.

8.3 Your Responsibility for Compliance. You are solely responsible for (a) the lawfulness of any application you deploy, (b) compliance with the Hosting Provider's terms and acceptable use policies, (c) all fees and charges incurred at the Hosting Provider, (d) the security configuration of the deployed application, and (e) compliance with any data protection laws applicable to data processed by the deployed application.

8.4 API Tokens. Tokens you provide for deployment (e.g., Vercel personal access tokens, Railway tokens, SSH keys) are stored on your local device only (in the OS keychain or, where the OS keychain is unavailable, in an encrypted local file keystore). They are not transmitted to Avery.Software.

9. Cloud AI: Build Profile, Runtime Profile, Consult Mode, and BYOK

9.1 Build Profile is Required to Build Apps. Starting with v1.4, app building (the /scaffold.run, /scaffold.fix, and /scaffold.enhance requests) runs through a cloud AI provider you configure in Settings → AI → Build Profile using your BYOK Key. The Software will refuse to scaffold an app without a configured Build Profile. This is a deliberate architectural choice: the iterative tool-loop driver that produces production-quality Next.js apps requires capability beyond what a Local Model can reliably deliver. If you do not wish to share any data with a third-party provider for app building, do not configure a Build Profile — the Software will surface a setup prompt instead of building.

9.2 Runtime Profile is Your Choice. When an agent in your project calls an LLM node at runtime, the call routes through your Runtime Profile. Runtime may be a Local Model (no third-party contact) or a cloud provider; you choose in Settings → AI → Runtime Profile. Defaulting Runtime to a Local Model is fully supported and recommended for workloads that handle sensitive content.

9.3 Consult Mode (Legacy). Consult Mode was the per-request opt-in pattern in versions before v1.4. With Build and Runtime profiles separating concerns, Consult Mode is largely subsumed. Where it still appears (e.g., an agent node opting into a one-off cloud upgrade), it operates on the same direct-from- device path described below.

9.4 Direct Connection to Frontier Model Providers. In all three flows (Build, Runtime cloud, Consult Mode), the Software sends the relevant prompt data directly from your device to the third-party AI provider (Anthropic, OpenAI, Google, Azure OpenAI, Amazon Bedrock, Hugging Face, or another supported provider you have configured), authenticating with your BYOK Key. The Avery.Software central service is not in the path of any cloud AI traffic. Avery.Software does not see, store, or proxy the contents of any cloud AI request or response.

9.5 Data Sent During App Building. For Build Profile requests, the data sent to the frontier provider includes your natural-language prompt, the archetype hint, the database choice, the catalog of available generators (names + capability summaries — public metadata, not your code), and during the tool-loop iteration the contents of files the assistant chose to read from your project root (via the read_file / list_files tools the model invokes), capped to the project directory. You are responsible for ensuring that the prompts you submit, and the contents of files in the project directory you are building, do not contain confidential, regulated, or otherwise sensitive information you do not wish to disclose to your chosen provider.

9.6 Provider Terms Govern. Your use of any frontier provider through any of the three flows is also subject to that provider's terms of service, acceptable use policy, and privacy policy. Avery.Software does not assume responsibility for the frontier provider's handling of your data, the provider's training or non-training practices, the provider's uptime, the provider's pricing, or any other aspect of the provider's service.

9.7 BYOK Key Storage. BYOK Keys are stored solely in the OS keychain (or, where the OS keychain is unavailable, in an AES-256-GCM-encrypted local file keystore on your device). They are not transmitted to Avery.Software. We have no ability to recover a lost BYOK Key.

9.8 Costs. All charges from frontier providers (per token, per request, per call) are billed directly by the provider to the BYOK account you supplied. Avery.Software does not bill you for cloud AI usage, nor does Avery.Software subsidize or rebate any provider charge. App building typically costs between US$0.10 and US$1.00 per scaffold depending on the provider, model, and project complexity; agent runtime cost depends on the volume of LLM nodes you run. The cost estimates the Software displays based on its bundled rate card are approximations only and may not match your actual provider invoice.

10. Local Models, Updates, and Ollama Catalog

10.1 Local-First. The Software's local runtime executes language models entirely on your device. The Software bundles catalog metadata that lets you install community SLMs (such as Qwen, Llama, DeepSeek-R1, etc.) via Ollama or other supported runtimes.

10.2 Model License Compliance. You are responsible for complying with the license of any model you install. Some models impose restrictions on commercial use, redistribution, or specific use cases. The Software does not enforce, monitor, or audit your compliance with model licenses.

10.3 Hardware Requirements. Local Models impose hardware requirements (RAM, disk, GPU, etc.). The Software displays recommendations based on a local hardware probe, but no guarantee is made that any model will run satisfactorily on your device. You are responsible for any device damage, overheating, data loss, or other issue arising from running a model your hardware cannot adequately support.

11. OAuth Connectors and Third-Party Services

11.1 OAuth Flow on Your Device. When you connect a third-party service (Google, Microsoft, Slack, GitHub, Linear, HubSpot, etc.), the Software runs the OAuth flow locally: loopback redirect listener, browser-based consent on your machine, and refresh-token caching in the OS keychain. OAuth tokens never leave your machine through the Avery.Software central service.

11.2 Third-Party Terms. Each connector is governed by the third-party service's terms of service, API agreement, and rate limits. Avery.Software is not a party to your relationship with the connected service and is not liable for any action that service takes, including without limitation suspension, deletion, rate-limiting, or breach.

11.3 Permissions You Grant. When you connect a service, you authorize the Software to act on your behalf within the scopes you approve in the consent screen. The Software, your installed agents, and your installed Plugins may all consume that authorization. Disconnect any connector you no longer use.

11.4 External A2A Agents. The Software supports the open Agent2Agent (A2A) protocol (an open standard hosted by the Linux Foundation) so that agents you author can call remote agents built on other platforms. You opt in to this surface explicitly: by adding a remote agent's AgentCard URL through the "Add external agent" dialog, you authorize the Software to call that URL on your behalf whenever an external-agent node bound to that record fires in one of your agent graphs. Outbound A2A traffic flows directly from your device to the URL you supplied. Avery.Software's central service is not in the path.

11.5 Trust Boundary for A2A Calls. Each outbound A2A call sends only (a) the prompt text you authored in the node configuration (after template substitution against upstream node outputs), (b) an optional configuration block you authored (accepted output modes, a push-notification webhook URL), and (c) a call-stack header listing agent ids visited so far in the current run for loop detection. No connector secrets, OAuth tokens, per-agent encrypted secrets, project paths, or appReferences are forwarded under any circumstances. The remote agent operator is responsible for its own privacy + security + acceptable-use posture; Avery.Software is not a party to your relationship with that operator and is not liable for any action it takes, including without limitation suspension, rate-limiting, data retention, or content moderation of the prompts you send. You are responsible for reviewing each remote agent's terms of service before connecting it.

11.6 Loop and SSRF Guards. The Software enforces two safety guards on outbound A2A traffic. (i) A call-stack depth guard caps any nested agent-calls-agent chain at four (4) hops so a peer-loop cannot run indefinitely. (ii) An SSRF guard refuses to dial AgentCard URLs that resolve to private, loopback, or link-local network ranges; users running a self-hosted A2A server on the same network can opt in by setting NXR_ALLOW_PRIVATE_AGENT_URLS=1 in their environment, but doing so disables the SSRF protection and you accept the residual risk. The Software may evolve these guards over time; any change that materially expands what your device will dial will be disclosed via a release note.

12. User Content and License to Avery.Software

12.1 Your Content. "User Content" means any prompts, descriptions, project files, schemas, documents, agent definitions, screenshots, and other content you provide to or through the Software.

12.2 No Transfer of Ownership. As between you and Avery.Software, you retain all ownership of your User Content.

12.3 Limited License to Operate. You grant Avery.Software a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, copy, transmit, display, and process User Content solely as necessary to provide and improve the Software (for example, validating a license token, delivering catalog updates, processing anonymized telemetry, or fulfilling a support request you initiate). This license terminates when you delete the User Content from systems we control, except (a) where retention is required by law, and (b) for residual copies in back-ups in the ordinary course.

12.4 No Use for Model Training. Avery.Software does not use your User Content to train AI models without your explicit opt-in. We do not redirect or share your User Content with frontier providers except where you trigger Consult Mode for the specific request, in which case the prompt for that single request flows directly from your device to the provider you selected.

12.5 Forge Submissions. If you publish a Plugin to Forge, you grant Avery.Software additional rights to host, distribute, display, and verify the Plugin within the Forge catalog, subject to the separate Plugin Publisher Agreement that supplements these Terms. By submitting a Plugin you accept that agreement.

13. Acceptable Use

You will not, and will not permit any party using your Account to, use the Software to:

  1. Violate any applicable law, regulation, court order, or governmental directive.
  2. Infringe the intellectual property, publicity, privacy, or other rights of any third party.
  3. Generate, store, or transmit content that is unlawful, defamatory, fraudulent, deceptive, threatening, harassing, sexually explicit involving minors, or that constitutes incitement to violence or self-harm.
  4. Generate malware, ransomware, exploits, phishing kits, credential stealers, or other malicious code.
  5. Generate content intended to facilitate development or acquisition of weapons capable of causing mass casualties (including biological, chemical, nuclear, radiological, or high-yield conventional weapons).
  6. Generate disinformation campaigns, deepfakes intended to deceive, or content designed to manipulate elections.
  7. Bypass security, rate-limiting, signature-verification, or licensing controls in the Software, our systems, or any third-party system.
  8. Probe, scan, or test the vulnerability of the Software's central infrastructure without our prior written consent.
  9. Resell or repackage Software, plan entitlements, or subscription seats.
  10. Violate any third-party service's terms while operating through a Software-mediated connector.
  11. Attempt to identify individual users from anonymized telemetry data.

We may, in our sole discretion, suspend or terminate access for any apparent violation. We may also report violations to appropriate authorities.

14. Telemetry

14.1 What We Collect. The Software emits anonymized telemetry consisting of (a) coarse counters (e.g., number of scaffolds run, number of agent runs); (b) categorical enums (e.g., archetype slug, generator name, plugin id, error code, hardware tier); (c) durations (e.g., scaffold completion time); and (d) a stable, non-identifying install identifier generated on first run.

14.2 What We Do Not Collect via Telemetry. Telemetry does not include your prompts, agent descriptions, project source, file paths, file contents, schema content, BYOK Keys, OAuth tokens, deployment URLs, real names, email addresses, IP addresses (beyond what is incidentally observed by the receiving HTTP server), generated code, or any natural-language strings you have entered into the Software.

14.3 Why We Collect. Telemetry is used solely to operate, diagnose, secure, and improve the Software, to understand aggregate usage patterns, to detect quality regressions, to prioritize roadmap, and to plan capacity.

14.4 Opt-Out. You may disable telemetry at any time in Settings → Account → Telemetry. Disabling telemetry does not affect other features. The desktop displays a plain-language disclosure of telemetry behavior during the first-run flow.

15. Updates and Auto-Updater

15.1 Update Delivery. Avery.Software may from time to time release patches, minor updates, major upgrades, security fixes, plugin catalog refreshes, signed plugin tarballs, and new features. The Software's auto-updater periodically checks for updates against the central service.

15.2 Signature Verification. Auto-update payloads are cryptographically signed; the Software refuses to install any update for which signature verification fails.

15.3 Required Updates. Some updates may be required (for security or compatibility). If you decline a required update, some features may stop working until you accept it.

15.4 No Guarantee of Backward Compatibility. Updates may introduce breaking changes to local file formats, plugin manifests, or configuration. We will document material breaking changes in release notes and, where reasonable, provide a migration path.

16. Intellectual Property

16.1 Avery.Software IP. All right, title, and interest in and to the Software (other than User Content, Generated Output owned by you under Section 6.4, and Third-Party Plugins) is and will remain the exclusive property of Avery.Software and its licensors. "Avery.Software," "Avery NXR," the lime spark logo, and related marks are trademarks of GoodGist, Inc., used under the Avery.Software brand.

16.2 Feedback. If you submit suggestions, ideas, or feedback about the Software, you grant Avery.Software a perpetual, worldwide, royalty-free, sublicensable, transferable license to use that feedback for any purpose without obligation or compensation to you.

17. DMCA / Copyright Complaints

If you believe content distributed through Forge or other Avery.Software-hosted properties infringes your copyright, send a notice that complies with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) to legal@avery.software. We may terminate the accounts of repeat infringers in appropriate circumstances.

18. Disclaimers of Warranty

18.1 "As Is." THE SOFTWARE, GENERATED OUTPUT, FORGE PLUGINS, MODEL CATALOG, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AVERY.SOFTWARE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

18.2 No Guarantee of Operation. WITHOUT LIMITING THE FOREGOING, AVERY.SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, BUG-FREE, COMPATIBLE WITH YOUR HARDWARE OR OTHER SOFTWARE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

18.3 No Guarantee of AI Output. AVERY.SOFTWARE DOES NOT WARRANT THAT GENERATED OUTPUT WILL BE ACCURATE, SECURE, COMPLETE, FIT FOR ANY PARTICULAR PURPOSE, OR FREE OF ERRORS, AND EXPRESSLY DISCLAIMS LIABILITY FOR ALL CONSEQUENCES OF YOUR RELIANCE ON GENERATED OUTPUT. SEE SECTION 6.

18.4 No Liability for Third Parties. AVERY.SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY (A) THIRD-PARTY PLUGIN, (B) THIRD-PARTY HOSTING PROVIDER, (C) FRONTIER AI PROVIDER ACCESSED THROUGH CONSULT MODE, (D) OAUTH-CONNECTED SERVICE, OR (E) PAYMENT PROCESSOR.

18.5 Some Jurisdictions. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the disclaimers and limitations apply to the maximum extent permitted by law.

19. Limitation of Liability

19.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVERY.SOFTWARE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF AVERY.SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 No Liability for Data Loss. Without limiting Section 19.1, Avery.Software is not liable for loss, corruption, deletion, or inaccessibility of any data, including without limitation project files, agent definitions, BYOK Keys, OAuth tokens, license tokens, generated source code, deployed application data, or telemetry data, whether such loss is caused by user error, hardware failure, software defect, third-party action, network outage, force majeure, or any other cause.

19.3 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVERY.SOFTWARE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100), OR (B) THE TOTAL FEES YOU PAID TO AVERY.SOFTWARE FOR THE SOFTWARE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

19.4 Free Tier. If you use only Desktop Free, Avery.Software's total cumulative liability is capped at US$0 because you have not paid Avery.Software any fees, except where applicable law mandates otherwise.

19.5 Carve-Outs. The limitations in this Section 19 do not apply to (a) liability that cannot be excluded or limited under applicable law, (b) your indemnification obligations, (c) your breach of Section 3.2 (Restrictions), Section 13 (Acceptable Use), or any IP rights of Avery.Software, or (d) liability arising from fraud or willful misconduct of the responsible party.

19.6 Essential Basis. The limitations of liability in this Section 19 are an essential basis of the bargain between you and Avery.Software and apply even if a limited remedy fails of its essential purpose.

20. Indemnification

You will defend, indemnify, and hold harmless Avery.Software and its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use or misuse of the Software; (b) any Generated Output you deploy, distribute, or rely on; (c) any Plugin you author, publish, or install; (d) your violation of these Terms or any applicable law; (e) your violation of any third-party right (including intellectual property, privacy, or publicity rights); (f) your User Content; (g) any application you deploy through a Third-Party Hosting Provider; or (h) any prompt you submit through Consult Mode and any consequence arising from the frontier provider's response. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

21. Termination

21.1 By You. You may stop using the Software at any time. If you have a paid Subscription, cancellation takes effect at the end of the then-current Subscription Term unless you have a written agreement that says otherwise.

21.2 By Us. We may suspend or terminate your access to the Software (or any feature) at any time, with or without notice, for any reason, including without limitation: (a) violation of these Terms; (b) non-payment; (c) requests by law enforcement or other government agencies; (d) discontinuance or material modification of the Software (or any part of it); (e) technical or security issues; (f) extended periods of inactivity; or (g) where continued provision is no longer commercially viable.

21.3 Effect of Termination. Upon termination, your license under Section 3.1 ends immediately, you must stop using the Software, and any unpaid amounts become immediately due. The following Sections survive termination: 1, 3.2, 3.4, 5.6, 6, 7.2, 8.2, 9.4, 12, 13, 14, 16, 17, 18, 19, 20, 21.3, 22, 23, 24, 25, 26, and 27.

21.4 Local Data on Termination. Termination by Avery.Software does not delete data already stored on your local device. We have no obligation to retain or return any data after termination.

22. Modifications to These Terms

22.1 Right to Modify. Avery.Software may modify these Terms at any time. The "Last Updated" date at the top of this document reflects the most recent change.

22.2 Notice. For material changes, we will provide reasonable advance notice through (a) an in-product notification, (b) email to the address associated with your Account, and/or (c) the central service login flow. Other changes are effective when posted.

22.3 Acceptance. Your continued use of the Software after the effective date of a change constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Software before the effective date.

23. Governing Law

These Terms and any dispute arising out of or relating to them or to the Software will be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Dispute Resolution; Arbitration; Class Action Waiver

24.1 Informal Resolution. Before filing a claim against Avery.Software, you agree to try to resolve the dispute informally by sending a written notice to legal@avery.software describing the nature and basis of the claim and the relief sought. We will also send any informal notice to the email associated with your Account. We agree to attempt in good faith to resolve the dispute through informal negotiation for at least sixty (60) days before either party may initiate arbitration.

24.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Software, that is not resolved informally, shall be resolved by final and binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules, before a single arbitrator. The seat of arbitration shall be San Mateo County, California, USA. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

24.3 Class Action Waiver. You and Avery.Software agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not preside over any form of a representative or class proceeding.

24.4 Equitable Relief. Notwithstanding Section 24.2, either party may bring a lawsuit in the federal or state courts located in San Mateo County, California solely for injunctive or other equitable relief to prevent the unauthorized use of intellectual property or breach of confidentiality obligations.

24.5 30-Day Opt-Out. You may opt out of the arbitration and class-action-waiver provisions of this Section 24 by sending a written opt-out notice to legal@avery.software within thirty (30) days of first accepting these Terms. Your notice must include your name, the email associated with your Account, and a clear statement that you wish to opt out of arbitration.

24.6 Small Claims. Either party may also bring an individual action in small-claims court for disputes within that court's jurisdiction, in lieu of arbitration.

25. Export Compliance and Sanctions

The Software may be subject to U.S. export control laws and regulations. You represent and warrant that you (a) are not located in, under the control of, or a national or resident of any country that is subject to U.S. trade embargo or sanctions, (b) are not on any U.S. government list of restricted persons, and (c) will not export, re-export, or transfer the Software in violation of any applicable law. You are responsible for compliance with the laws of any jurisdiction in which you use the Software.

26. U.S. Government Rights

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. § 12.212. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by or for the U.S. government is governed solely by these Terms.

27. Miscellaneous

27.1 Entire Agreement. These Terms, the Privacy Policy, and any order forms or supplemental agreements you sign with Avery.Software constitute the entire agreement between you and Avery.Software concerning the Software and supersede all prior or contemporaneous communications.

27.2 No Waiver. No failure or delay by Avery.Software to exercise any right or remedy under these Terms will be a waiver of that right or remedy.

27.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable.

27.4 Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

27.5 No Third-Party Beneficiaries. Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms.

27.6 Force Majeure. Avery.Software is not liable for any failure or delay in performance arising from causes beyond its reasonable control, including without limitation acts of God, labor disputes, internet or utility outages, governmental actions, war, riot, terrorism, pandemic, supply chain disruption, or denial-of-service attack.

27.7 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship.

27.8 Notices. Notices to Avery.Software must be sent to legal@avery.software and to the address below. Notices to you may be provided through the Software, by email to the address associated with your Account, or by posting on the central service.

27.9 Headings. Headings in these Terms are for convenience only and do not affect interpretation.

27.10 Language. These Terms are written in English; any translation provided is for convenience only, and the English version controls in case of conflict.

28. Contact

GoodGist, Inc. (doing business as Avery.Software) 1825 S. Grant St., Suite 200 San Mateo, CA 94404, USA

Email: legal@avery.software

Trademark and Copyright Notice

Avery.Software®, Avery NXR®, the lime spark logo, and related trade dress are trademarks of GoodGist, Inc. All other product names, brand names, logos, and trademarks referenced in the Software or in these Terms (including without limitation Anthropic, Claude, OpenAI, GPT, Google, Gemini, Microsoft, Slack, GitHub, Linear, HubSpot, Vercel, Railway, Stripe, and Ollama) are the property of their respective owners and are used for identification purposes only. Such use does not imply affiliation with, endorsement by, or sponsorship of those owners.

© 2026 GoodGist, Inc. All rights reserved. No part of these Terms or the Software may be reproduced, distributed, or transmitted in any form or by any means, except as expressly permitted by these Terms or by applicable law. Unauthorized use of any trademark, copyrighted material, trade secret, or proprietary information of GoodGist, Inc. or its licensors is strictly prohibited and may be subject to civil and criminal penalties.

By using the Software you acknowledge that you have read, understood, and agree to these Terms of Use.