CodeDelta — License Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR ACTIVATING THE SOFTWARE. Downloading, installing, activating, or using the Software indicates your acceptance of the terms and conditions of this License. If you do not agree with them, do not download, install, activate, or use the Software.

1. Definitions

1.1 “Software” means the binary, machine-readable distribution of CodeDelta, including its measurement engine, graphical and command-line interfaces, AI Code Scan (AI audit), Agent Scan, the bundled integration components (including any Model Context Protocol server and continuous-integration tooling), and any updates supplied to you.

1.2 “Documentation” means the information distributed with the Software, whether in electronic or hard-copy form, including the bundled user guide.

1.3 “Object code” refers to the binary, machine-readable statement of the Software.

1.4 “License Key” means the cryptographically signed license file (codedelta.lic) supplied to you, which determines the type and term of your license.

1.5 “Findings” means any output of the Software, including but not limited to churn metrics, AI-authorship indicators, agent-usage indicators, risk ratings, scores, and reports.

1.6 “Agreement” refers to this document.

1.7 “Licensor” refers to CodeDelta (codedelta.app), the owner and publisher of the Software, contactable via codedelta.app.

2. License to Use

a. Subject to the terms of this Agreement and the type of License Key issued to you, you are granted a nonexclusive, non-transferable license to download, install, and use the Software in machine-readable, object-code form only, together with the accompanying Documentation:

— Trial / evaluation license: for evaluation only, for the limited period stated in the License Key, after which the Software will cease to operate.

— Single-user license: on a per-seat basis, locked to a single named machine. You may not use the Software concurrently on two or more machines under a single-user license.

— Corporate / organization license: for use within the licensed organization in accordance with Appendix A and the term stated in the License Key.

b. You may make one copy of the Software in object-code form solely for backup purposes, and copies of the Documentation for your internal use only, provided you reproduce all proprietary-rights notices.

c. You agree not to transfer, transmit, rent, lease, sell, distribute, assign, or sublicense the Software or License Key (except as expressly permitted herein), nor to modify, create derivative works of, decompile, disassemble, or otherwise reverse engineer the Software, in whole or in part, except to the extent such restriction is prohibited by applicable law.

d. You agree not to circumvent, disable, or tamper with the Software’s license verification, nor to use the Software without a valid License Key except where the Software is expressly provided for license-free development use.

e. You agree that the Software will not be exported or re-exported in violation of any applicable export-control laws, including those of the United Kingdom, the United States, and the United Nations, and you represent that you are not located in, or a national or resident of, any country or on any list subject to such restrictions.

3. License Keys and Verification

The Software verifies your License Key locally and offline; it does not require a connection to any license server and does not transmit your source code or Findings to the Licensor or any third party for verification. You are responsible for safeguarding your License Key. Licenses are issued for a stated term; continued use after expiry requires a renewed License Key.

4. Termination

This License is effective until terminated. You may terminate it at any time by deleting the Software and all copies and destroying all tangible copies of the Software and Documentation. This License terminates automatically, without notice, if you fail to comply with any term or condition herein, and on expiry of the term stated in your License Key. On termination you must cease all use of the Software.

5. Limited Warranty and Disclaimer

Except as expressly stated in this License, the Software is provided and licensed “as is” and “as available,” without warranty of any kind. To the fullest extent permitted by applicable law, all express or implied conditions, representations, and warranties, including but not limited to the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement, are excluded.

The Licensor does not warrant that the Software will be error-free, uninterrupted, or that it will meet your requirements, nor that defects will be corrected.

6. Nature and Limitations of Findings (AI and Metrics)

The Findings are indicators produced by automated heuristic, statistical, and machine-learning methods. They are pointers for human review, not statements of fact, determinations, or proof.

6.1 AI-authorship and agent-usage detection is probabilistic and inherently imperfect. It will produce both false positives (flagging human-written code) and false negatives (failing to flag AI-generated code). It cannot, and does not purport to, prove who or what authored any code, nor whether any AI tool was used.

6.2 You must not rely on the Findings as the sole or decisive basis for any consequential decision, including without limitation any employment, disciplinary, academic, admissions, contractual, payment, procurement, certification, legal, or compliance decision. The Findings must be independently verified and exercised with human judgement.

6.3 The Software does not constitute legal, employment, academic-integrity, security, financial, or professional advice of any kind.

6.4 The accuracy figures, methodologies, and limitations are described in the Documentation and accompanying technical papers; you acknowledge that you have had the opportunity to review them, and that detection performance varies by language, codebase, and over time as code-generation tools evolve.

6.5 You are solely responsible for how you use, interpret, communicate, and act upon the Findings, and for ensuring such use complies with all laws applicable to you, including data-protection, employment, and equality law.

7. Evaluation Copy

If your copy is provided for evaluation, it will operate only for the specified evaluation period. You are responsible for backing up all of your work. The Licensor will not be liable for any loss of data or information arising from the use of an evaluation or purchased copy of the Software.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will the Licensor be liable to you for any loss of revenue, profit, data, goodwill, or business, or for any special, indirect, incidental, consequential, exemplary, or punitive damages, arising out of or in connection with the Software, the Findings, or this Agreement, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

The Licensor’s total aggregate liability arising out of or in connection with this Agreement will not exceed the total license fees paid by you for the Software in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

9. Data and Privacy

The Software runs locally on your machine. It does not upload, transmit, or collect your source code or Findings. Any personal data you provide directly to the Licensor (for example, when requesting a license) is handled in accordance with the Licensor’s privacy notice.

10. Force Majeure

The Licensor shall not be liable for any delay in meeting, or failure to meet, any obligation under this Agreement due to any cause outside its reasonable control.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Scotland, and the parties submit to the non-exclusive jurisdiction of the Scottish courts.

12. Entire Agreement

This License constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements or understandings, whether written or oral. No modification shall be effective unless made in writing and signed by each party. You agree that you have not relied on any representation not set out herein. If any provision is held unenforceable, the remaining provisions continue in full force.

NOTICE: The Software is published by CodeDelta (codedelta.app). For all licensing and support matters, see codedelta.app. CodeDelta and codedelta.app are trademarks of the publisher of CodeDelta.

Updated 14 June 2026. This document replaces all previous licensing agreements.

Appendix A — Trust-Based Licensing

CodeDelta licenses are trust-based. The end user is entrusted not to exceed the scope of the license purchased. In the case of an unlimited or organization-wide license purchased for a particular organization, the following guidelines apply:

(a) the end-user organization should appoint a single point of contact for licensing and support;

(b) this contact is responsible for distribution of the license within the organization and acts as liaison for all support matters;

(c) the license may be used by anyone within the end-user organization, irrespective of location (including on-site contractors, but excluding external contractors and/or third-party companies), provided the user is competent to use the Software and its associated technology.

Also available as a PDF.