FlightPath Commercial License

Licensor: Fuzzy Nova Product: FlightPath VS Code Extension and companion binaries Effective Date: [DATE] Version: 1.0

0. Acceptance

By installing, accessing, or using the Software, You agree to be bound by this License. If You are accepting this License on behalf of an entity, You represent and warrant that You have authority to bind that entity, and You refers to that entity.

1. Definitions

“Licensor” means Fuzzy Nova.

“Software” means the FlightPath VS Code extension, the compiled extension binary (VSIX), companion CLI and MCP server binaries, source code made available at the canonical repository, documentation, schemas, templates, and any updates or new versions released by Licensor.

“Free Tier” means the capabilities available without a Pro License, as described in the current documentation and the VS Code Marketplace listing.

“Pro License” means a license key or signed license file issued by Licensor through its authorized licensing system that unlocks Pro Tier capabilities.

“Pro Tier” means the capabilities available only to holders of a valid Pro License, including remote dashboard access, custom execution hooks, air-gapped offline activation, and any future capabilities designated as Pro by Licensor.

“You” or “Your” means the individual or legal entity exercising rights under this License.

“Your Organization” means any legal entity under common control with You, where control means ownership of greater than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.

“Compete” means developing, marketing, offering, or providing a product or service in which the orchestration of multi-step AI coding-assistant workflows through structured files is a primary or substantial feature.

2. License Grant

Subject to the terms and conditions of this License, Licensor grants You a limited, non-exclusive, non-transferable, non-sublicensable license to:

(a) Install and use the Software for Your internal purposes, including use in the course of personal employment, freelance work, or client engagements;

(b) Read and fork the source code for personal evaluation, security review, internal non-redistributed adaptation, or contribution to the canonical repository; and

(c) Access Pro Tier capabilities if and only if You hold a valid, unrevoked Pro License for each authorized user using Pro Tier capabilities, subject to any machine activation limits stated at purchase.

3. Free Tier Eligibility

The Free Tier rights in Section 2(a)–(b) are granted at no charge, subject to the following:

(a) Eligible users

The Free Tier is available to:

individual persons acting in their personal capacity; and
organizations whose total annual gross revenue does not exceed ten million US dollars (USD $10,000,000) and who employ fewer than two hundred fifty (250) persons, counting full-time, part-time, and contract workers.

(b) Commercial threshold — Pro License required

If Your Organization’s total annual gross revenue meets or exceeds USD $10,000,000, or Your Organization employs two hundred fifty (250) or more persons, each individual user of the Software affiliated with Your Organization must hold a valid Pro License for their use of the Software. This requirement is satisfied by either:

the individual user purchasing a personal Pro License; or
Your Organization purchasing an enterprise license that covers that user.

Use of the Software under the Free Tier by users at qualifying organizations, without one of these forms of Pro License in place, is not permitted. This threshold is contractual and relies on Your Organization’s honest self-assessment. Automated, scripted, and CI/CD pipeline use is permitted under any valid individual or enterprise Pro License.

(c) Educational use

Notwithstanding Section 3(b), students currently enrolled in accredited educational programs and individuals conducting non-commercial academic research may use the Software under the Free Tier regardless of the revenue or headcount of their educational institution. This exemption does not extend to commercial use of the Software by the institution itself.

(d) Attribution

You may not remove or alter proprietary notices, copyright statements, or logos that appear in or on the Software.

4. Restrictions

You may not, and may not permit others to:

(a) Redistribute

Distribute, sublicense, sell, transfer, publish, or otherwise make the Software, in source or compiled form, available to any third party, except that contributions may be submitted to the canonical repository as described in Section 5.

(b) Compete

Use the Software or any material portion of its source code to Compete with the Software.

(c) Circumvent licensing

Circumvent, disable, or defeat the Software’s license verification mechanisms, or use Pro Tier capabilities without a valid, unrevoked Pro License.

(d) Offer as a hosted service

Offer the Software’s workflow orchestration capabilities as a hosted, managed, or multi-tenant service to third parties. For clarity, using the Software locally, or on Your own private devices or private network, to automate Your own development workflows is permitted, including use in LAN-accessible setups for Your own internal access, so long as it is not offered to third parties as a service.

(e) Misrepresent license status

Represent that the Software is “open source” or governed by an OSI-approved open-source license. The Software is source-available under this commercial license only.

(f) Third-party AI service terms

The Software is designed to interface with third-party AI services and tools, including GitHub Copilot, Claude, Codex, Gemini, and others. Your use of those services through the Software remains subject to each service’s own terms of use. You are solely responsible for ensuring Your use of the Software complies with the terms and conditions of any third-party AI service You access through it. Licensor is not responsible for changes to third-party service terms that affect Your ability to use the Software with those services.

5. Source Code and Contributions

(a) Source availability

Licensor makes the Software’s source code available at its canonical public repository. This availability does not grant rights beyond those stated in this License.

(b) Forking

You may fork the repository solely for personal evaluation, security review, internal non-redistributed adaptation, or contribution preparation. Any fork remains subject to this License, may not be publicly redistributed except as part of a permitted contribution to the canonical repository, and may not be used to Compete.

(c) Contributions

By submitting a contribution, including a pull request, to the canonical repository, You grant Licensor a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, sublicense, and otherwise exploit the contribution as part of the Software or any derivative or successor product. You represent that You have the right to grant this license and that the contribution does not violate any third-party rights.

(d) No Change Date

This License does not convert to any other license on any future date. The Software remains under this License, or any successor commercial license issued by Licensor, indefinitely.

6. Pro License Terms

(a) Grant

A Pro License grants the named licensee the right to activate Pro Tier capabilities for the number of authorized users and any machine activation limits stated at purchase.

(b) Activation

Pro Tier capabilities require activation using a valid license key or signed license file issued by Licensor.

(c) Individual perpetual license

Unless otherwise stated at purchase, an individual Pro License is perpetual and does not require subscription renewal. Licensor may require a new license for major version upgrades at its discretion; existing licenses will be honored for the version purchased.

(d) Enterprise license

Enterprise licenses, if offered, cover authorized users within a single legal entity and are issued as annual subscriptions unless otherwise stated in the applicable order form or invoice. Coverage extends to employees, officers, and contractors engaged to perform work for Your Organization, provided their use of the Software is in the course of that work.

(e) Revocation

Licensor may suspend or revoke a Pro License upon:

material breach of this License;
fraudulent purchase, unauthorized payment reversal, or chargeback; or
violation of applicable law, including export controls.

Where commercially reasonable and permitted by law, Licensor will provide notice and an opportunity to cure before permanent revocation, except in cases of fraud, abuse, or legal compliance risk. Revocation terminates the Pro License; Free Tier rights, where applicable, continue.

(f) Non-transferability

Pro Licenses are personal to the named licensee and may not be transferred, resold, or sublicensed without Licensor’s prior written consent.

7. Intellectual Property

The Software and all copies are proprietary to Licensor; title remains with Licensor. No intellectual property rights in the Software are transferred to You by this License, except for the limited rights expressly granted here.

8. Feedback

If You provide Licensor with feedback, suggestions, or ideas regarding the Software, You grant Licensor a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, modify, and commercialize that feedback in any product or service, without obligation to You.

9. Support; Updates; Availability

Licensor may provide support, updates, bug fixes, or future features at its sole discretion. Except as expressly stated in a separate written agreement, Licensor has no obligation to maintain, support, or continue offering any feature, version, or service.

10. Privacy and Data Processing

Your use of the Software may involve the collection, transmission, storage, or processing of data, including telemetry, license validation data, configuration data, diagnostics, and usage information, as described in Licensor’s Privacy Policy at flightpath.dev/privacy or any successor URL. The Privacy Policy is incorporated by reference into this License.

11. Patent Rights

To the extent Licensor owns patent rights that are necessarily infringed by use of the Software as permitted under this License, Licensor grants You a limited, non-exclusive, worldwide, non-transferable, non-sublicensable patent license to make, use, and run the Software as permitted under this License.

If You initiate patent litigation alleging that the Software or any portion of it infringes Your patent, any patent license granted to You under this Section terminates as of the date such litigation is filed.

12. Disclaimer of Warranties

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, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT DEFECTS WILL BE CORRECTED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR USD $100 IF NO AMOUNTS HAVE BEEN PAID.

14. Export Controls

You may not use or export the Software in violation of applicable export laws and regulations, including U.S. Export Administration Regulations. By using the Software, You represent that You are not located in a country subject to a U.S. Government embargo and are not listed on any U.S. Government list of prohibited or restricted parties.

15. Term and Termination

(a) Term

This License is effective from the date You first install, use, or access the Software and continues until terminated.

(b) Termination for breach

This License terminates automatically and immediately if You materially breach any of its terms and fail to cure such breach within thirty (30) days of written notice, except where immediate termination is permitted under this License. Upon termination You must cease all use and destroy all copies in Your possession or control, except to the extent retention is required by law.

(c) Survival

Sections 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.

16. General

(a) Entire agreement

This License is the entire agreement between the parties regarding the Software and supersedes all prior and contemporaneous understandings regarding the Software.

(b) Governing law; venue

This License is governed by the laws of the State of Texas, USA, without regard to conflict-of-law rules. Subject to the dispute resolution provision below, any permitted court proceeding shall be brought exclusively in the state or federal courts located in Austin, Texas, and the parties consent to personal jurisdiction and venue there.

(c) Severability

If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; the remaining provisions continue in full force.

(d) No waiver

Failure by Licensor to enforce any provision shall not constitute a waiver of future enforcement.

(e) Updates to license

Licensor may update this License for future versions of the Software. The version in effect when You obtained Your copy governs Your use of that copy unless You choose to adopt a later version.

(f) Contact

Licensing inquiries: licensing@flightpath.dev

(g) Dispute resolution; arbitration

Except for disputes relating to a party’s actual or threatened misuse of intellectual property, confidentiality obligations, or claims seeking temporary or preliminary injunctive relief, any dispute, claim, or controversy arising out of or relating to this License or the Software shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Austin, Texas. Judgment on the award may be entered in any court of competent jurisdiction. To the maximum extent permitted by law, You and Licensor waive any right to a jury trial and any right to participate in a class action or class-wide arbitration.