STANCHION — END USER LICENSE AGREEMENT

Effective:  2026-05-29
Version:    3.0.0
Licensor:   Daniel Warren (the "Licensor")
Product:    Stanchion v3.0.0 and related editor extensions, CLI tools,
            and dashboards (collectively, the "Software")
Website:    https://stanchionai.com
Contact:    contact@stanchionai.com


===========================================================================
 WHAT THIS MEANS, IN PLAIN ENGLISH
===========================================================================

Before the legalese, here's the version that fits on a postcard:

  - You can install Stanchion on Macs and PCs you own or that your
    employer provides, and use it to govern your AI coding agents
    (Claude, Copilot, Gemini, Codex, Cursor, etc.).

  - Stanchion is a local-first runtime daemon. The ONLY thing that ever
    leaves your device is a periodic license heartbeat carrying a secure,
    opaque install ID (a random token tied to nothing about you, your
    machine, or your activity) — no code, prompts, telemetry, or machine/
    hardware identity, and nothing else. Airgap mode removes even that.
    All other cloud features are opt-in and gated by an explicit consent
    toggle.

  - You can't redistribute Stanchion, strip the audit-chain, forge a
    license token, or bypass the consent gate. Those are the things
    that turn governance into theater.

  - Personal use is free. Team and Enterprise tiers are paid; see
    stanchionai.com/pricing.

  - Questions? Disputes? Just need a different license?
    contact@stanchionai.com — we read every email.

The rest of this document is the legally precise version of the above.
If anything below contradicts this summary, the precise version below
controls.


===========================================================================
 1. GRANT OF LICENSE
===========================================================================

Subject to your compliance with this Agreement, the Licensor grants you
a non-exclusive, non-transferable, revocable license to install,
configure, and operate the Software on devices you own, lease, or are
authorized by your employer to use, strictly for the tier indicated by
your license token.

Stanchion is licensed, not sold. This Agreement grants no right, title,
or interest in the Software's source code, algorithms, design, or
trademarks beyond the use rights expressly stated.


===========================================================================
 2. LICENSE TIERS
===========================================================================

  Personal    Individuals, non-commercial use. Full local daemon, all
              editor extensions, all AI agent hooks. No team-wide
              policy, no Enterprise analytics. Free.

  Team        Small teams under one operator. Personal features +
              shared policy, audit aggregation, multi-seat license
              token.

  Enterprise  Organizations. Team features + Workflow Intelligence,
              Prompt Compiler, OEM SDK access. Negotiated agreement.

Tier is enforced at runtime via the Ed25519-signed `tier` claim in your
license token. The Software does not "phone home" to verify the tier —
verification is local and cryptographic.


===========================================================================
 3. WHAT YOU MAY NOT DO
===========================================================================

You agree not to, and not to permit any third party to:

  - Bypass the consent gate on cloud egress (e.g., patch the daemon
    to upload prompts to a third-party endpoint without operator
    consent).

  - Forge or alter a license signature, or run the Software with a
    token you obtained outside Licensor's official channels.

  - Disable or strip the audit-chain HMAC, or modify the audit log
    retroactively.

  - Repackage, rebrand, or redistribute the Software, in whole or in
    part, except under a separate OEM agreement with Licensor.

  - Reverse engineer the Software for the purpose of producing a
    competing runtime governance daemon.

  - Operate as a SaaS that resells Stanchion's intelligence graph
    without a Phase-5 OEM agreement.

These restrictions apply to the proprietary portions of the Software —
files marked with the "CONFIDENTIAL AND PROPRIETARY" header.
Open-source dependencies remain governed by their own licenses
(Apache-2.0, BSD, MIT, etc.); see NOTICE in the source distribution.


===========================================================================
 4. PRIVACY AND DATA FLOW
===========================================================================

By default, Stanchion operates in LOCAL_ONLY consent tier. This means:

  - All prompt, tool-call, and verdict capture is written to a local
    SQLite database (~/.stanchion/).

  - The Stanchion daemon binds only to 127.0.0.1 (loopback) — it is
    not reachable from your local network.

  - No data leaves your machine until you explicitly opt into a higher
    tier via `stanchion consent set <tier>`.

Higher tiers (ANONYMIZED_BENCHMARK, FULL_CORPUS) require an explicit
opt-in by the operator. The full data-flow specification — including
what each tier sends, where, and how it's anonymized — is in
docs/legal/PRIVACY-AND-DPA.md. Read it before opting in.

If you're using Stanchion to govern AI agents on data subject to GDPR,
HIPAA, CCPA, or other privacy regulations, you remain the data
controller; Stanchion is a data processor only at the tiers you've
explicitly enabled.


===========================================================================
 5. TELEMETRY SENT BY THE SOFTWARE ITSELF
===========================================================================

The Software does NOT transmit operator activity, prompt text, code
content, AI verdicts, or any usage data to Licensor or any third party.

The single outbound network call the Software makes is a periodic
LICENSE HEARTBEAT: a signed check against the Licensor's license-control
endpoint that transmits ONLY a license/token identifier and a random
activation token (an opaque value derived from nothing about your device,
your identity, or your activity) — never your activity, prompts, code, or
any content. It is used solely to verify the license, to enforce
expiry/revocation, and to confirm a license key is not being used on more
installations than it is licensed for.

Optional integrations that YOU configure (e.g. forwarding governance
events to your own SIEM) transmit only to systems you specify, and are
off unless you enable them.


===========================================================================
 6. UPDATES
===========================================================================

Licensor may release updates to fix bugs, add features, or address
security issues. The Software does not auto-update. You choose when to
install updates from stanchionai.com/releases or the official GitHub
release page.

Each update is signed with Licensor's Developer ID and notarized by
Apple. Reject updates that fail the signature check; report any such
failure to contact@stanchionai.com.


===========================================================================
 7. TERMINATION
===========================================================================

This license terminates automatically:

  - On the date encoded in your license token's `exp` claim.
  - If you materially breach Section 3 (Restrictions).
  - If you uninstall the Software.

After termination, you must cease using the Software and delete all
copies. The audit logs you have generated remain your property and are
not affected by termination.

A 14-day grace period applies to expired Enterprise license tokens when
STANCHION_LICENSE_GRACE=1 is set in your environment. The Software
degrades to free-tier features after the grace period.


===========================================================================
 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, NON-INFRINGEMENT, AND ACCURACY.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED,
ERROR-FREE, OR SECURE.

The Operator (you) remains responsible for review of every AI agent
action the Software captures. Stanchion is governance infrastructure —
it surfaces what happened. It is not a substitute for human review of
automated code changes.


===========================================================================
 9. LIMITATION OF LIABILITY
===========================================================================

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED
DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER
INTANGIBLE LOSSES.

Licensor's total cumulative liability under this Agreement shall not
exceed the greater of (a) the fees you paid to Licensor in the twelve
(12) months preceding the claim, or (b) one hundred U.S. dollars
($100).


===========================================================================
 10. GOVERNING LAW AND DISPUTES
===========================================================================

This Agreement is governed by the laws of the State of Delaware, USA,
without regard to its conflict-of-laws principles. Any dispute arising
out of this Agreement will be resolved in the state or federal courts
located in Wilmington, Delaware.

If you would prefer to handle a dispute via good-faith negotiation
before involving courts: email contact@stanchionai.com. We respond within
5 business days.


===========================================================================
 11. CONTACT
===========================================================================

  All inquiries (licensing, security,
    privacy, support)               contact@stanchionai.com
  Website, docs, downloads          https://stanchionai.com


---

By installing, copying, accessing, or otherwise using the Software,
you acknowledge that you have read this Agreement, understand it, and
agree to be bound by its terms.

If you do not agree, do not install the Software, or run
`sudo /usr/local/stanchion/uninstall.sh` to remove it entirely.
