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End User License Agreement

MorningDEV Desktop Application · Version 1.0 · Effective date: August 5, 2026 · Version stamp 2026-08-05

This document has not yet been reviewed by legal counsel. It reflects our honest intent; a reviewed revision will be published with a new version date.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below.

1.1. "MorningDEV"

"MorningDEV", "we", "our", or "us" means the owner, developer, and licensor of the Software, including its successors and permitted assigns.

1.2. "Software"

"Software" means the MorningDEV desktop application, including all executable files, user interface elements, source-independent components, documentation, updates, upgrades, patches, plugins provided by MorningDEV, and any related services made available by MorningDEV.

1.3. "User"

"User", "you", or "your" means the individual or legal entity that has obtained a valid license to use the Software under this Agreement.

1.4. "License"

"License" means the limited, non-exclusive, non-transferable, revocable right to install and use the Software under the terms of this Agreement.

The License grants a right to use the Software only and does not transfer ownership of the Software or any intellectual property rights.

1.5. "Named User"

"Named User" means a single identified individual to whom a License is assigned.

A Named User may install and use the Software on multiple devices that they personally own or control, provided that the Software is not used simultaneously by multiple individuals under the same License.

1.6. "Device"

"Device" means any computer or compatible hardware owned or controlled by the Named User on which the Software is installed or executed.

1.7. "Subscription"

"Subscription" means a recurring paid plan that grants access to the Software and, where applicable, updates, support, and additional features for the duration of the subscription period.

1.8. "AI Provider"

"AI Provider" means any third-party provider of artificial intelligence models or services that may be used in conjunction with the Software, including, but not limited to, Anthropic, OpenAI, Google Gemini, and any other supported providers

1.9. "API Key"

"API Key" means an authentication credential issued by an AI Provider that enables access to the Provider's services.

Unless expressly stated otherwise, API Keys are obtained, managed, and paid for by the User.

MorningDEV does not provide, own, or control third-party API Keys.

1.10. "Generated Content"

"Generated Content" means any source code, documentation, text, configuration, scripts, test cases, or other output produced by the Software with or without assistance from an AI Provider.

1.11. "Updates"

"Updates" include bug fixes, security patches, compatibility improvements, performance enhancements, and new versions of the Software released by MorningDEV.

1.12. "Activation"

"Activation" means the process of validating a License through MorningDEV's licensing system before or during use of the Software.

Activation may require an Internet connection from time to time.

1.13. "Documentation"

"Documentation" means any manuals, help files, user guides, technical descriptions, tutorials, or other materials made available by MorningDEV regarding the Software.

1.14. "Intellectual Property Rights"

"Intellectual Property Rights" include all copyrights, patents, trademarks, trade secrets, database rights, design rights, know-how, and any other proprietary rights recognized under applicable law.

1.15. "Agreement"

"Agreement" means this End User License Agreement, together with any amendments, updates, or additional legal notices issued by MorningDEV.

2. License Grant

2.1. Grant of License

Subject to your compliance with this Agreement and payment of all applicable fees (if any), MorningDEV grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely in accordance with this Agreement.

This License grants only the right to use the Software. No ownership rights in the Software or any intellectual property are transferred to you.

2.2. Named User License

Unless otherwise expressly agreed in writing by MorningDEV, each License is issued to one Named User only.

A Named User may install and use the Software on multiple Devices that they personally own or control, provided that:

2.3. Permitted Use

Subject to this Agreement, you may use the Software for lawful purposes, including:

You remain solely responsible for how you use the Software and any Generated Content.

2.4. License Scope

The License granted under this Agreement allows you to:

Any rights not expressly granted under this Agreement are reserved by MorningDEV.

2.5. Subscription Requirement

Certain features of the Software may require an active Subscription.

If your Subscription expires or is terminated, MorningDEV may limit or disable access to some or all licensed features in accordance with your Subscription plan.

2.6. Activation

The Software may require License Activation before use.

MorningDEV may periodically verify the validity of the License through its licensing system.

Failure to successfully validate a License may result in limited functionality or suspension of access to licensed features.

2.7. Evaluation or Trial License

If the Software is provided under a trial, evaluation, beta, preview, or other limited License, you may use the Software only for the period and purposes specified by MorningDEV.

MorningDEV may modify, suspend, or terminate such License at any time.

2.8. Reservation of Rights

The Software is licensed, not sold.

MorningDEV and its licensors retain all rights, title, and interest in and to the Software, including all Intellectual Property Rights.

No rights are granted to you except those expressly stated in this Agreement.

2.9. No Implied Rights

No License, right, or permission shall be implied by law or otherwise.

Any use of the Software beyond the rights expressly granted by this Agreement is prohibited.

2.10. Compliance with Laws

You agree to use the Software only in compliance with all applicable laws, regulations, and third-party rights in the jurisdictions where you access or use the Software.

3. License Restrictions

3.1. General Restrictions

Except as expressly permitted by this Agreement or applicable law, you shall not, directly or indirectly:

3.2. Reverse Engineering

You shall not, except to the extent expressly permitted by applicable law:

3.3. Circumvention of Technical Measures

You shall not:

3.4. Unauthorized Sharing

A License is personal to the Named User.

You shall not:

3.5. Commercial Redistribution

Unless expressly authorized in writing by MorningDEV, you shall not:

3.6. Removal of Notices

You shall not remove, obscure, alter, or modify any:

3.7. Misuse of AI Features

You shall not knowingly use the Software to:

Nothing in this Section shall be interpreted as imposing an obligation on MorningDEV to monitor, inspect, or control your use of the Software.

3.8. API Keys

You are solely responsible for protecting your API Keys.

You shall not:

3.9. Security

You shall not knowingly attempt to:

Responsible disclosure of security vulnerabilities is encouraged in accordance with MorningDEV's Security Policy.

3.10. Reservation of Remedies

Any use of the Software in violation of this Agreement constitutes an unauthorized use of the Software.

MorningDEV reserves the right to suspend or terminate the applicable License if it becomes aware of a material violation of this Agreement, in addition to exercising any other rights or remedies available under applicable law.

4. Intellectual Property Rights

4.1. Ownership

The Software is licensed, not sold.

MorningDEV and its licensors, where applicable, retain all rights, title, and interest in and to the Software and all associated Intellectual Property Rights.

Nothing in this Agreement shall be construed as transferring ownership of the Software or any Intellectual Property Rights to the User.

4.2. Scope of Intellectual Property

The Intellectual Property Rights owned by MorningDEV include, without limitation:

4.3. Reservation of Rights

Except for the limited License expressly granted under this Agreement, all rights not expressly granted to the User are reserved by MorningDEV.

No implied license is granted.

4.4. Feedback

If you voluntarily provide MorningDEV with any suggestions, ideas, feature requests, bug reports, comments, or other feedback regarding the Software ("Feedback"), you grant MorningDEV a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, modify, reproduce, distribute, publish, incorporate, and otherwise exploit such Feedback for any lawful purpose without compensation or attribution.

Nothing in this Section transfers ownership of your own software projects or Generated Content.

4.5. User Projects

Except as expressly provided in this Agreement, MorningDEV does not claim ownership of:

All rights in such materials remain with you or the applicable rights holder.

4.6. Generated Content

Subject to applicable law and any rights of third-party AI Providers, MorningDEV does not claim ownership of Generated Content created through your lawful use of the Software.

You are solely responsible for reviewing, validating, testing, licensing, and using any Generated Content before relying on it in production or other environments.

MorningDEV makes no representation that Generated Content is accurate, complete, secure, non-infringing, or fit for any particular purpose.

4.7. Third-Party Intellectual Property

The Software may interoperate with or include components, services, or technologies provided by third parties.

All Intellectual Property Rights in such third-party materials remain the property of their respective owners and are governed by their applicable license terms.

Nothing in this Agreement grants you any rights to third-party intellectual property beyond those granted by the applicable third-party licenses.

4.8. Protection of Intellectual Property

You agree not to take any action that may infringe, misappropriate, dilute, or otherwise adversely affect the Intellectual Property Rights of MorningDEV.

Unauthorized use of the Software or MorningDEV's Intellectual Property may result in suspension or termination of your License and may give rise to legal remedies available under applicable law.

5. AI Features and AI-Generated Content

5.1. AI-Assisted Functionality

The Software includes features that may utilize artificial intelligence ("AI") models and services to assist the User with software development and related tasks.

Such features are intended to support, enhance, and accelerate the User's workflow. They are not intended to replace the User's professional judgment, technical expertise, or independent review.

5.2. Third-Party AI Providers

The Software may integrate with one or more third-party AI Providers.

Use of such services may require the User to obtain and configure one or more API Keys or other credentials issued by the applicable AI Provider.

The availability, performance, pricing, and functionality of third-party AI services are determined solely by the respective AI Provider and may change without notice.

MorningDEV is not responsible for the availability, reliability, security, pricing, or performance of any third-party AI Provider.

5.3. User Responsibility for API Keys

The User is solely responsible for:

MorningDEV does not issue, manage, store, or control third-party API Keys except as necessary for their local use by the Software.

5.4. AI-Generated Content

The Software may generate source code, documentation, tests, scripts, configuration files, comments, technical recommendations, or other Generated Content.

Generated Content is produced automatically based on User instructions and responses received from AI Providers.

Generated Content may contain errors, omissions, security vulnerabilities, inaccurate information, outdated practices, or content that is otherwise unsuitable for the User's intended purpose.

5.5. User Review

The User is solely responsible for reviewing, validating, testing, securing, and approving all Generated Content before relying upon it or using it in development, testing, production, or any other environment.

MorningDEV strongly recommends that all Generated Content be independently reviewed prior to deployment.

5.6. No Warranty for AI Output

MorningDEV does not represent or warrant that any Generated Content:

AI-generated responses should be treated as assistance rather than professional, legal, security, or technical advice.

5.7. Ownership of Generated Content

Subject to applicable law and the rights of any applicable third-party AI Provider, MorningDEV does not claim ownership of Generated Content created through the User's lawful use of the Software.

Ownership and licensing of Generated Content remain subject to applicable law and, where relevant, the terms of the third-party AI Provider used to generate such content.

MorningDEV does not acquire ownership of the User's Generated Content solely because it was created using the Software.

5.8. Local Processing

Where supported by the Software, MorningDEV is designed to process projects locally on the User's Device.

Unless the User explicitly enables features requiring communication with external services, MorningDEV does not intentionally transmit the User's source code or project files to MorningDEV servers.

Communication with third-party AI Providers occurs only as required to provide the AI functionality selected by the User.

5.9. Availability of AI Features

AI-related features may depend upon:

MorningDEV does not guarantee uninterrupted availability of AI features.

5.10. Future AI Features

MorningDEV may introduce, modify, improve, replace, or discontinue AI features at any time as part of Updates, provided such changes are made in accordance with this Agreement.

Certain new AI capabilities may require a different Subscription plan or additional third-party services.

6. Repositories, Source Code and User Projects

6.1. Ownership of User Projects

The User retains all rights, title, and interest in and to their software projects, source code, repositories, documentation, configuration files, databases, build artifacts, and other project materials processed through the Software ("User Projects").

Nothing in this Agreement transfers ownership of any User Project to MorningDEV.

6.2. No Ownership Claim

MorningDEV does not claim ownership of:

6.3. Local Processing

The Software is designed to operate primarily on the User's Device.

Unless the User explicitly initiates communication with an external service or enables a feature that requires it, MorningDEV does not intentionally transmit User Projects to MorningDEV-operated servers.

Where the User chooses to use third-party AI Providers or other integrated services, the Software may transmit only the information necessary to provide the requested functionality, subject to the User's configuration and the applicable third-party terms.

6.4. Third-Party Repositories

The Software may integrate with third-party repository hosting or version control services, including Git-based platforms.

Any use of such services is governed solely by the applicable terms, privacy policies, and license agreements of the respective third-party provider.

MorningDEV does not acquire any ownership or control over repositories hosted by third parties.

6.5. User Responsibility for Backups

The User is solely responsible for maintaining appropriate backups of User Projects.

MorningDEV recommends that Users regularly back up their repositories, source code, and other important data before performing significant operations.

MorningDEV shall not be responsible for any loss, corruption, or recovery of User Projects, except to the extent required by applicable law.

6.6. Confidential Information

The User is solely responsible for determining whether User Projects contain confidential, proprietary, regulated, or sensitive information.

Before using AI-assisted features or transmitting data to third-party AI Providers, the User should ensure that doing so complies with applicable laws, contractual obligations, and internal security policies.

6.7. User Control

The User remains solely responsible for deciding:

MorningDEV does not make such decisions on behalf of the User.

6.8. No Rights to User Data

Except as expressly provided in this Agreement or required to provide the Software's functionality, MorningDEV does not acquire any ownership, license, or other rights to User Projects or their contents.

Any limited processing of User data performed by MorningDEV is governed by this Agreement and the applicable Privacy Policy.

7. User Responsibilities

7.1. Lawful Use

The User shall use the Software only for lawful purposes and in compliance with this Agreement, all applicable laws, regulations, and the rights of third parties.

The User shall not use the Software in any manner that is illegal, fraudulent, or intended to facilitate unlawful activities.

7.2. Responsibility for Use

The User is solely responsible for:

The Software is intended to assist the User and does not replace professional judgment.

7.3. Account and License Security

The User is responsible for maintaining the confidentiality of:

The User shall promptly notify MorningDEV if they become aware of any unauthorized access or suspected misuse of their License or account.

7.4. User Environment

The User is responsible for maintaining a secure computing environment, including appropriate operating system updates, antivirus protection, backups, and access controls.

MorningDEV is not responsible for security incidents resulting from the User's own systems, configurations, or third-party services.

7.5. Compliance with Third-Party Terms

Where the User connects the Software with third-party services, repositories, AI Providers, or other external systems, the User is responsible for complying with the applicable terms, licenses, and policies of those third parties.

7.6. Review of Generated Content

The User shall independently review, test, validate, and approve all Generated Content before deploying it in development, testing, production, or any other environment.

The User acknowledges that AI-generated output may contain errors, omissions, security vulnerabilities, or other defects.

7.7. Responsibility for Data

The User is solely responsible for determining what information is processed using the Software.

Before submitting any confidential, proprietary, personal, regulated, or otherwise sensitive information to third-party AI Providers or external services through the Software, the User shall ensure that such processing is lawful and authorized.

7.8. Export Control and Sanctions

The User agrees not to use, export, re-export, or make the Software available in violation of applicable export control laws, trade sanctions, or other legal restrictions.

7.9. Cooperation

Where reasonably necessary to investigate suspected violations of this Agreement, licensing abuse, fraud, or security incidents, the User agrees to cooperate with MorningDEV to the extent permitted by applicable law.

Nothing in this Section requires the User to disclose confidential information beyond what is reasonably necessary for such investigation.

7.10. Responsibility for Compliance

Failure by the User to comply with the responsibilities set forth in this Agreement may result in suspension or termination of the License in accordance with this Agreement and applicable law.

8. Updates, Support and License Validation

8.1. Updates

MorningDEV may, from time to time, provide Updates to improve the Software, including bug fixes, security patches, compatibility improvements, performance enhancements, and new features.

Updates may be delivered automatically or made available for manual installation, depending on the Software configuration and the User's Subscription.

8.2. Mandatory Updates

Certain Updates may be designated as mandatory where reasonably necessary to:

Failure to install mandatory Updates may result in reduced functionality or incompatibility with certain features.

8.3. Feature Changes

MorningDEV reserves the right to add, modify, improve, replace, suspend, or discontinue features of the Software as part of Updates.

Where reasonably practicable, such changes will not materially reduce the core functionality available under the User's active Subscription without prior notice.

8.4. Technical Support

Unless expressly included in the applicable Subscription, MorningDEV is under no obligation to provide technical support, maintenance, consulting, or training services.

Where support is provided, the scope, availability, response times, and conditions shall be determined by the applicable Subscription or separate written agreement.

8.5. License Validation

The Software may periodically verify the validity and status of the User's License through MorningDEV's licensing system.

Such validation may require an Internet connection.

License validation is intended solely to:

8.6. Validation Failure

If the Software is unable to validate the License for an extended period, or if MorningDEV reasonably determines that the License has expired, been revoked, or is being used in violation of this Agreement, certain licensed features may be limited, suspended, or disabled.

Where reasonably practicable, the User will be provided with notice and an opportunity to restore a valid License before access to licensed functionality is restricted.

8.7. Offline Use

Where supported by the applicable License, the Software may continue to operate for a limited period without successful License validation.

The duration of any offline grace period, if available, shall be determined by MorningDEV and may vary depending on the applicable Subscription or License type.

8.8. No Obligation to Continue Features

MorningDEV does not guarantee that any particular feature, integration, AI capability, or third-party compatibility will remain available indefinitely.

The Software will continue to evolve, and certain features may be modified or discontinued as part of its ongoing development.

9. Privacy and Data Processing

9.1. Privacy Policy

The collection, use, storage, disclosure, and other processing of personal data by MorningDEV are governed by the MorningDEV Privacy Policy, as amended from time to time.

By installing or using the Software, the User acknowledges that they have had the opportunity to review the applicable Privacy Policy.

9.2. Data Processing

MorningDEV may process information that is reasonably necessary to:

Such processing shall be carried out in accordance with the applicable Privacy Policy and applicable data protection laws.

9.3. Local Processing

The Software is designed to operate primarily on the User's Device.

Except where the User explicitly enables functionality requiring communication with external services, MorningDEV does not intentionally transmit the contents of User Projects to MorningDEV-operated servers.

Where the User chooses to use third-party AI Providers or other integrated services, data required to provide the requested functionality may be transmitted directly to those third-party services.

9.4. Telemetry

The Software may collect limited technical and diagnostic information necessary to operate, maintain, protect, and improve the Software.

Such information may include, for example:

MorningDEV does not intentionally collect the contents of User Projects through telemetry unless the User explicitly chooses to provide such information, for example when submitting a support request.

9.5. Third-Party Services

The Software may communicate with third-party services selected or configured by the User.

MorningDEV is not responsible for the privacy practices, security measures, or data processing activities of such third parties.

The User's use of third-party services is governed by the applicable agreements and privacy policies of those providers.

9.6. User Responsibility

The User is responsible for ensuring that their use of the Software complies with applicable data protection, privacy, confidentiality, contractual, and other legal obligations.

Where the User processes personal data, confidential information, or regulated data through the Software or third-party AI Providers, the User remains solely responsible for ensuring that such processing is lawful.

9.7. Security

MorningDEV implements reasonable administrative, technical, and organizational measures designed to protect information processed by MorningDEV.

However, no method of electronic transmission, storage, or processing can be guaranteed to be completely secure.

Accordingly, MorningDEV does not guarantee absolute security of any information.

9.8. Changes to Data Processing Practices

MorningDEV may modify its data processing practices as the Software evolves or as required by applicable law.

Material changes affecting the processing of personal data will be reflected in the applicable Privacy Policy.

10. Third-Party Software and Services

10.1. Third-Party Components

The Software may include, integrate with, or depend upon software, libraries, frameworks, services, APIs, or other technologies provided by third parties ("Third-Party Components").

Such Third-Party Components may be subject to separate license agreements, terms of service, privacy policies, or other legal requirements established by their respective owners.

10.2. Compliance with Third-Party Terms

The User is responsible for complying with all applicable terms, licenses, policies, and other requirements governing any Third-Party Components used in connection with the Software.

Nothing in this Agreement modifies or replaces the legal obligations imposed by any third-party provider.

10.3. Third-Party AI Providers

Where the User elects to use one or more AI Providers, the relationship between the User and the applicable AI Provider is governed solely by the terms and policies of that AI Provider.

MorningDEV is not a party to such agreements and is not responsible for:

10.4. Third-Party Repositories and External Services

The Software may integrate with third-party repository hosting services, version control systems, cloud services, development tools, or other external platforms.

MorningDEV does not own, operate, or control such services and is not responsible for their availability, functionality, security, or continued compatibility.

10.5. Open Source Software

The Software may contain or be distributed with open source software licensed under one or more open source licenses.

Such components remain subject to their respective license terms.

Nothing in this Agreement limits or replaces any rights granted to the User under applicable open source licenses.

Information regarding open source components may be provided in a separate "Third-Party Notices" or similar document accompanying the Software.

10.6. No Warranty for Third-Party Services

MorningDEV makes no representation or warranty regarding any Third-Party Component or external service.

MorningDEV is not responsible for any interruption, delay, incompatibility, defect, security issue, or other problem arising from or relating to any third-party product or service.

10.7. Changes by Third Parties

Third-party providers may modify, suspend, discontinue, or replace their products or services at any time and without notice to MorningDEV.

MorningDEV shall not be liable for any loss of functionality or compatibility resulting from such changes.

Where reasonably practicable, MorningDEV may provide Updates to restore compatibility, but is under no obligation to do so.

10.8. Third-Party Trademarks

All trademarks, service marks, logos, trade names, and other identifiers of third parties referenced by the Software remain the property of their respective owners.

Any reference to a third-party name, product, or service is for identification purposes only and does not imply sponsorship, endorsement, partnership, or affiliation unless expressly stated by MorningDEV.

11. Disclaimer of Warranties

11.1. Software Provided "As Is"

To the maximum extent permitted by applicable law, the Software is provided on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise.

11.2. No Warranty of Performance

MorningDEV does not warrant or represent that the Software:

11.3. AI Functionality

The User acknowledges that AI-assisted features are probabilistic in nature.

Generated Content may contain inaccuracies, omissions, security vulnerabilities, outdated information, or other defects.

MorningDEV does not warrant the correctness, reliability, legality, originality, security, or fitness of any AI-generated output.

11.4. User Responsibility

The User is solely responsible for:

The Software is intended to assist, not replace, the User's professional judgment.

11.5. No Professional Advice

The Software and any Generated Content do not constitute legal, financial, accounting, cybersecurity, engineering, or other professional advice.

The User should seek appropriate professional advice where required.

11.6. Third-Party Services

MorningDEV makes no warranties regarding any Third-Party Components, AI Providers, repositories, cloud services, APIs, or other external services used together with the Software.

Any warranties relating to such products or services are solely those, if any, provided by their respective owners.

11.7. Security

While MorningDEV takes reasonable measures to improve the security and reliability of the Software, no software can be guaranteed to be completely secure or free from vulnerabilities.

MorningDEV does not warrant that the Software will prevent data loss, unauthorized access, malware, cybersecurity incidents, or other security events.

11.8. Availability

MorningDEV does not guarantee that the Software, Updates, licensing services, activation services, AI functionality, or other related services will remain continuously available or free from interruption.

Temporary interruptions may occur due to maintenance, technical issues, third-party service outages, or circumstances beyond MorningDEV's reasonable control.

11.9. Statutory Rights

Nothing in this Agreement excludes, limits, or modifies any warranty, guarantee, or other right that cannot lawfully be excluded or limited under applicable law.

Where applicable law grants mandatory consumer rights, those rights shall prevail to the extent required by law.

12. Limitation of Liability

12.1. Limitation of Liability

To the maximum extent permitted by applicable law, MorningDEV, its affiliates, licensors, suppliers, contractors, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement or the use of, or inability to use, the Software.

Such damages include, without limitation:

This limitation applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, or otherwise, even if MorningDEV has been advised of the possibility of such damages.

12.2. Aggregate Liability

To the maximum extent permitted by applicable law, the total aggregate liability of MorningDEV arising out of or relating to this Agreement shall not exceed the greater of:

12.3. AI-Generated Content

MorningDEV shall not be liable for any loss, damage, claim, cost, or expense arising from the User's reliance upon Generated Content.

The User is solely responsible for reviewing, testing, validating, approving, and deploying any Generated Content.

12.4. Third-Party Services

MorningDEV shall not be liable for any acts, omissions, failures, interruptions, pricing changes, security incidents, data processing activities, or other conduct of any third-party provider, including AI Providers, repository hosting services, cloud platforms, payment processors, or other external services.

12.5. User Projects

MorningDEV shall not be liable for:

The User remains solely responsible for maintaining appropriate backups of all important data.

12.6. Security Incidents

To the maximum extent permitted by applicable law, MorningDEV shall not be liable for damages resulting from:

12.7. Force Majeure

MorningDEV shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, Internet failures, power outages, or failures of third-party infrastructure.

12.8. Mandatory Rights

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

Where mandatory law provides the User with non-waivable rights or remedies, this Agreement shall apply only to the extent permitted by such law.

13. Suspension and Termination

13.1. Termination by the User

The User may stop using the Software and terminate this Agreement at any time by:

Termination of this Agreement does not automatically entitle the User to a refund, except where required by applicable law or expressly provided under MorningDEV's applicable refund policy.

13.2. Suspension by MorningDEV

MorningDEV may suspend the User's License, in whole or in part, where it reasonably determines that:

Where reasonably practicable, MorningDEV will provide notice of the suspension and, where appropriate, an opportunity to remedy the violation before suspending the License.

13.3. Termination by MorningDEV

MorningDEV may terminate this Agreement and the associated License where:

13.4. Effect of Termination

Upon termination of this Agreement:

Termination of this Agreement does not affect any rights, obligations, or remedies that accrued before the effective date of termination.

13.5. Survival

The provisions of this Agreement which by their nature are intended to survive termination shall remain in effect after termination, including, without limitation:

13.6. No Waiver

The suspension or termination of a License shall be in addition to, and not in place of, any other rights or remedies available to MorningDEV under this Agreement or applicable law.

Failure by MorningDEV to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision or any other provision in the future.

14. Governing Law and Dispute Resolution

14.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ukraine, without regard to its conflict of laws principles.

14.2. Good Faith Resolution

If any dispute, controversy, or claim arises out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiations.

Either party may notify the other party in writing of the dispute and request negotiations before commencing formal legal proceedings, except where immediate legal action is reasonably necessary to protect its rights.

14.3. Jurisdiction

Unless otherwise required by applicable mandatory law, any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Ukraine.

14.4. Consumer Rights

Nothing in this Agreement limits or excludes any mandatory rights or remedies available to consumers under applicable law.

If the User is entitled under mandatory consumer protection laws to bring a claim before another competent court or authority, those rights shall not be affected by this Agreement.

14.5. Injunctive Relief

Nothing in this Agreement prevents MorningDEV from seeking temporary, preliminary, or permanent injunctive or equitable relief where reasonably necessary to protect its Intellectual Property Rights, confidential information, or other legitimate interests.

14.6. Language

This Agreement is executed in the English language.

Translations may be provided for convenience only.

In the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail, to the maximum extent permitted by applicable law.

15. Changes to this Agreement

15.1. Right to Update

MorningDEV may update or modify this Agreement from time to time where reasonably necessary, including to:

15.2. Notice of Changes

Where reasonably practicable, MorningDEV will provide notice of material changes to this Agreement before such changes become effective.

Notice may be provided through the Software, the MorningDEV website, email, or other reasonable means of communication.

Minor editorial, administrative, or non-material changes may become effective without prior notice.

15.3. Effective Date

Unless otherwise stated, an updated version of this Agreement becomes effective on the date specified in the updated version.

The updated Agreement applies from its effective date and governs the User's continued use of the Software thereafter.

15.4. Continued Use

By continuing to use the Software after the effective date of the updated Agreement, the User acknowledges and agrees to the revised terms, to the extent permitted by applicable law.

15.5. Right to Discontinue Use

If the User does not agree to a material change to this Agreement, the User may discontinue using the Software and terminate this Agreement in accordance with Section 13\.

Nothing in this Section affects any mandatory rights that cannot be waived under applicable law.

16. General Provisions

16.1. Entire Agreement

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the User and MorningDEV regarding the Software and supersedes all prior or contemporaneous understandings, communications, representations, or agreements relating to its subject matter.

16.2. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

16.3. No Waiver

Failure or delay by MorningDEV to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other rights under this Agreement.

Any waiver shall be effective only if made expressly in writing by an authorized representative of MorningDEV.

16.4. Assignment

The User may not assign, transfer, sublicense, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of MorningDEV.

MorningDEV may assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the Software business, provided that such transfer does not reduce the User's mandatory rights under applicable law.

16.5. Independent Relationship

Nothing in this Agreement creates any partnership, joint venture, employment relationship, agency, fiduciary relationship, or other similar legal relationship between the User and MorningDEV.

16.6. Electronic Communications

The User agrees that notices, disclosures, updates, and other communications relating to this Agreement may be provided electronically, including through the Software, the MorningDEV website, email, or other reasonable electronic means.

Electronic communications shall satisfy any legal requirement that such communications be made in writing, to the extent permitted by applicable law.

16.7. Interpretation

Headings are included for convenience only and do not affect the interpretation of this Agreement.

The words "including", "includes", and similar expressions shall be interpreted as meaning "including without limitation", unless the context expressly requires otherwise.

16.8. Survival

Any provision of this Agreement that by its nature is intended to survive expiration or termination shall remain in effect after such expiration or termination, including provisions relating to intellectual property, confidentiality, warranty disclaimers, limitation of liability, dispute resolution, and any accrued rights or obligations.

17. Contact Information

If the User has any questions regarding this Agreement, the Software, or their License, they may contact MorningDEV using the contact information below.

MorningDEV

Website: https://morningdev.ai

General Inquiries: contact@morningdev.ai

Technical Support: support@morningdev.ai

Legal Inquiries: legal@morningdev.ai

Licensing Questions: licensing@morningdev.ai