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Version 0.9.10

THRUM END USER LICENSE AGREEMENT

Document ID: thrum-eula Version: 0.9.10 Last Updated: November 1, 2026

This End User License Agreement ("EULA," "Agreement") is a legal agreement between you, either an individual or a single entity ("Licensee," "you"), and THRUM LLC, a Washington limited liability company with a principal address of 316 Queen Anne Dr, Seattle, WA 98109-1862 ("Thrum," "Licensor," "we," "us"), governing your installation and use of the Software.

Background

Thrum is an agentic orchestration platform for AI coding agents — software you download and run on machines you own or control. It takes any agent CLI that can run shell commands, such as Claude Code, Codex, Cursor, Copilot, Muse, or OpenCode, and makes it part of a team: giving each one guidelines, a communication layer, and a hierarchy, with messaging and state that persist across sessions, worktrees, and machines.

This Background section is descriptive only. The operative definition of the Software is in Section 1, and the rights and obligations of the parties are set out in the operative provisions below.

1. Definitions and Interpretation

"Software" means the Thrum software in object-code form that THRUM LLC makes available for download under this Agreement, including both its Free Features and its Pro Features, together with any updates, upgrades, successor versions, bundled configuration files, role templates, protocol and methodology documents, and accompanying documentation, and any additional components THRUM LLC makes available to you under your Subscription — in each case excluding Third-Party Components (Section 6) and excluding the Licensing Service.

"Licensing Service" means Thrum's hosted license-management service at my.thrum.team, through which licenses are issued, accepted, and verified. The Licensing Service is not part of the Software and is governed by the ToS, not by this EULA.

"Free Features" means the features of the Software that Thrum makes available for use without a Subscription, an account, or payment.

"Pro Features" means the features of the Software that require an active Subscription.

Which features are Free and which are Pro. Thrum publishes the list of Free Features and Pro Features at https://thrum.team/pricing.html, and the Software shows which of its features are Pro Features. For any version of the Software, the list Thrum published for that version decides which features are Free and which are Pro. Thrum may change the list in future versions of the Software.

"Third-Party Components" means the third-party and open-source components described in Section 6.

"Subscription" has the meaning given in Section 3.

Interpretation. The Background section and all headings are provided for convenience and description only, and do not define, limit, or expand the rights and obligations set out in the operative provisions of this Agreement. Nothing in the Background section grants any right or creates any warranty, representation, or performance commitment.

BY CLICKING "I AGREE" OR TYPING YOUR ACCEPTANCE WHEN THE SOFTWARE ASKS FOR IT (OR USING ANY SIMILAR CONTROL), SETTING THE ACCEPTANCE VARIABLE DESCRIBED IN SECTION 2.1, CREATING OR ACTIVATING A LICENSE, OR DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, DO NOT ACCEPT THIS EULA, AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

If you are accepting this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

This EULA governs the Software, whether you use its Free Features without a Subscription or its Pro Features under a paid or free-of-charge Subscription. It does not apply to the free, open-source-licensed edition of Thrum's technology, which is licensed separately under its own open-source license (see Section 5). Use of Thrum's web-based licensing account and license-management portal at my.thrum.team is governed by the separate Thrum Terms of Service (the "ToS"). Thrum's handling of personal data is described in the Thrum Privacy Policy (the "Privacy Policy"). This EULA, the ToS, and the Privacy Policy should be read together.

2. Acceptance and Record of Agreement

This EULA is presented to you for acceptance in two ways: through Thrum's licensing service before a Subscription license is issued or activated, and by the Software itself before you first use it and whenever the Version changes (Section 2.1). You accept it by the affirmative action described above.

You acknowledge that:

(a) your acceptance is given by an affirmative act, and constitutes your electronic signature to this Agreement under the federal E-SIGN Act and the Washington Uniform Electronic Transactions Act (RCW 1.80);

(b) where you accept through the licensing service, Thrum records the fact, date, time, Version, and a cryptographic hash of the exact text of your acceptance, together with the account under which it was given; where you accept in the Software, the Software records the Version, a cryptographic hash of the exact text, the date and time, and the method of acceptance on your device; and that such records are admissible evidence of your agreement to this EULA;

(c) the Version identified at the top of this document is the version you are accepting, and a copy of each Version remains available to you from Thrum's website; and

(d) acceptance through the licensing service applies to the Software on every device on which you install it under your Subscription, not only the device from which you accepted.

2.1 Acceptance in the Software. Before you first use the Software, and again whenever the Version changes, the Software asks you to accept this EULA and shows you its Version and where to read it.

  • By setting the acceptance variable. In any session, with or without a terminal, you may accept by setting the environment variable THRUM_ACCEPT_EULA to the exact Version of this EULA. Setting that variable to that Version is your affirmative act of accepting that Version. Any other value is not acceptance. Set it only after you have read this EULA, and only where you have authority to accept it.
  • By typing your acceptance. If the variable is not set to the exact Version and the Software runs in a terminal, it asks you to type your acceptance at a prompt.
  • Otherwise. If the variable is not set to the exact Version and there is no terminal to ask in, for example in continuous integration, in a script, or under an AI agent, the Software will not run.

2.2 Tools and agents acting for you. If you configure, run, or authorize an automated tool, script, continuous-integration system, or AI agent that installs or runs the Software, or that accepts this EULA, the actions of that tool or agent are attributable to you. Acceptance given through it is your acceptance, as permitted by the electronic-agent provisions of the federal E-SIGN Act and the Washington Uniform Electronic Transactions Act. You are responsible for ensuring that anyone, or anything, that accepts this EULA for you is authorized to do so. A person with authority to bind an organization may accept this EULA once for all devices and automated agents that organization operates, including by setting the acceptance variable in a shared configuration, service definition, or container image; each acceptance made that way is the organization's acceptance.

3. License Grant

3.1 Free Features. Subject to your compliance with this EULA, Thrum grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to download, install, and use the Software's Free Features — in object code form, and for documentation, role templates, and methodology materials in the form supplied — on devices you own or control, solely for your own internal business or personal purposes. No Subscription, account, or payment is required for the Free Features.

3.2 Pro Features. Subject to your compliance with this EULA and, for a paid Subscription, continued payment of all applicable subscription fees, Thrum grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Software, including its Pro Features, in the forms, on the devices, and for the purposes described in Section 3.1, for so long as you hold an active Subscription. "Subscription" means any active license entitlement Thrum issues to you for the Software, whether paid, complimentary, trial, or granted free of charge under an open-source or similar eligibility program, as described in the ToS. Public-repository grant. Under its open-source eligibility program described in the ToS, Thrum may grant you a free-of-charge Subscription covering the Pro Features for a public repository you register, for as long as that repository remains eligible. Every Subscription, including one you did not pay for, is subject to this entire EULA. Use of the Free Features without a Subscription is also subject to this entire EULA, except for those provisions that by their nature apply only to Subscriptions.

The scope of your Subscription, including any limits on seats, users, devices, or concurrent use, is set out in the ToS and in your order. If you use the Software under a Company License (ToS Section 3.7), you accept this EULA personally, and the Company is also responsible for your compliance with it. Where the ToS or your order specifies such a limit, your license is limited accordingly; where none is specified, your license extends to devices you own or control for your own use.

Your license to the Pro Features is coextensive with your Subscription term. It automatically terminates upon expiration, cancellation, or lapse of your Subscription, after which your license to the Free Features continues under Section 3.1. The same applies on any device you deactivate, and when a free-of-charge Subscription, such as a public-repository grant, ends. However, a license token already issued to a device continues to license the Pro Features on that device until the expiry date in that token, unless this EULA is terminated under Section 12. The Software does not delete your data or configuration when that happens. All licenses under this EULA terminate upon any termination of this EULA as described in Section 12 (Term and Termination).

Reservation of rights. All rights not expressly granted in this Section are reserved to Thrum. No license, right, title, or interest in or to the Software is granted by implication, estoppel, exhaustion, course of dealing, or otherwise. The Software is licensed, not sold, and no sale of any copy of the Software occurs under this EULA.

4. License Verification ("Check-In")

The Software's Pro Features are gated by an active Subscription. On a device where you have never activated a Subscription, the Software contacts a server Thrum operates only for the install count described at the end of this Section, and when you ask it to, such as when you activate the device or register a repository. If you use local semantic search, the Software downloads its model files once from Thrum's release page on GitHub, which GitHub operates. To confirm your license is active, the Software periodically communicates with Thrum's licensing service (described in the ToS) to verify your Subscription status ("License Check-In"). You acknowledge and agree that:

  • The Software requires network connectivity to Thrum's licensing service to perform License Check-Ins;
  • Each periodic License Check-In transmits only two items: (i) an opaque credential issued to you by the licensing service, and (ii) a randomly generated installation identifier. The installation identifier is generated by the Software on your device and is not derived from your hardware. The periodic License Check-In transmits no repository information of any kind;
  • Separately, a one-time device activation occurs when you first link a device or repository to your Subscription. Activation transmits the installation identifier and a device-class label and, when the activation concerns a repository, an identifier for that repository and its origin URL with any embedded credentials removed. Thrum uses that URL only to determine your license and deletes it within about seven (7) days;
  • Separately, an open-source eligibility check occurs when you initialize or register a repository with a registered installation. It transmits the repository's canonical origin URL (with any embedded credentials removed), a repository identifier, and a commit hash, including for private repositories. URLs of private or ineligible repositories are used only for the check and are not stored or logged; URLs of eligible public repositories are stored, linked to your installation, for monthly re-checks while the grant lasts;
  • Your network connection necessarily discloses your IP address to the licensing service. Thrum uses it only to rate-limit requests and to control access to administrative functions, and does not store it in your account record or associate it with your identity (see the Privacy Policy for log retention);
  • The License Check-In transmits only the data described above. It does not transmit the contents of your files, source code, repositories, prompts, agent messages, or other work product, and Thrum operates no diagnostics, telemetry, or crash-reporting channel that transmits any of them (see Section 8);
  • The Software verifies your license offline and continues to operate for up to thirty (30) days after your last successful License Check-In, so a temporary network or licensing-service outage does not interrupt it (see Section 6 of the ToS). If no License Check-In succeeds within that period, or a License Check-In indicates a lapsed, cancelled, or invalid Subscription, the Pro Features may be disabled until a valid Subscription is confirmed, and the Free Features continue to work. Until you deactivate the license on that device (thrum license deactivate), the Software keeps making its periodic License Check-In so that a renewal is picked up automatically; and
  • Thrum does not guarantee uninterrupted ability to perform License Check-Ins and is not liable for feature interruptions resulting from network unavailability, licensing-service downtime, or Subscription lapse.

Install count. The first time you accept this EULA at its prompt on a device where you have never activated a Subscription, the Software can send a server Thrum operates, once, the device's randomly generated installation identifier, the version of the Software, and the name of your operating system, so that Thrum knows the Software was installed. It sends no account, machine name, or repository information, and none of Your Content. It is not sent at any other time or retried, and a failed attempt does not affect the Software. If your device's time zone is one in the fifty United States, the Software shows you this notice and sends the count unless you have set DO_NOT_TRACK=1 or THRUM_NO_INSTALL_PING=1. Otherwise, the Software asks you once, and sends nothing and creates no identifier for this purpose unless you say yes. Thrum keeps this data for thirty (30) days, wherever it comes from. Thrum then deletes it, unless within those thirty days that device holds a paid, complimentary, or open-source Subscription (a free trial does not count), in which case, because activation uses the same identifier, Thrum links the record to your account. After that, Thrum keeps only totals by week, version, and operating system, with no identifier. If you object, find the identifier with thrum daemon status, enter it at https://my.thrum.team/install-count, or email it to leon@thrum.team, and Thrum will delete the record permanently, whether or not you have a Subscription. It may remain in Thrum's backups for up to seventy (70) days. If that device has a Subscription, the identifier stays in use for its license. Your network connection necessarily discloses your IP address when the request is made; the Privacy Policy describes how that is handled.

5. Open-Source Edition Not Covered

Thrum separately makes available a free, open-source edition of its underlying technology under a separate, permissive open-source license (the "OSS License"). The OSS License, not this EULA, governs your use of that free edition. Nothing in this EULA restricts rights you have under the OSS License with respect to OSS-licensed code.

For the avoidance of doubt: the commercial Software licensed under this EULA includes proprietary code, features, and materials that are not part of, and are not licensed under, the OSS License. The availability of the open-source edition does not grant you any right to the proprietary portions of the Software, and no OSS License term applies to those portions. Thrum determines in its sole discretion which components are released under the OSS License.

Where you get the Software does not change its license. The Software is licensed under this EULA however you obtain it, including from a website, a package manager, or a code-hosting repository, and regardless of any license that applies to that repository's own files or to the site you downloaded it from.

6. Third-Party and Open-Source Components

The Software may incorporate third-party components, including open-source components, which are licensed under their own terms. Those terms are made available with the Software in the THIRD_PARTY_LICENSES file included in the distribution. To the extent a third-party license conflicts with this EULA with respect to that component, the third-party license governs that component. Thrum provides third-party components "as is" and disclaims all warranties and liability for them to the fullest extent permitted by law.

7. Restrictions

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

(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by law notwithstanding this restriction; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, structure, or organization of the Software, except to the extent such restriction is prohibited by applicable law, and then only after providing Thrum written notice and a reasonable opportunity to supply the needed interoperability information; (c) sell, resell, rent, lease, lend, sublicense, distribute, host, or otherwise transfer the Software or your license rights to any third party, or make the Software available to any third party on a service-bureau, time-sharing, managed-service, or similar basis; (d) remove, obscure, or alter any proprietary notices, copyright notices, trademarks, or license identifiers on or in the Software; (e) circumvent, disable, tamper with, or attempt to bypass the License Check-In mechanism, license key validation, feature gating, or any other technical measure used to enforce Subscription status or protect the Software; (f) use the Software to develop, train, or improve a product or service that competes with the Software, or use the Software for competitive benchmarking or analysis for publication without Thrum's prior written consent; (g) use the Software beyond the scope, seat, user, device, or tier limits of your Subscription as set out in the ToS and your order (see Section 3), or share license credentials with anyone outside your organization; (h) use the Software in violation of applicable law, or in any application where failure of the Software could reasonably be expected to result in death, personal injury, or severe physical or environmental damage; or (i) publicly disclose the results of any security or penetration testing of the Software or the licensing service without first reporting the findings to Thrum and allowing a reasonable period to remediate.

8. Your Content; No Claim to Your Work Product

Thrum claims no ownership in your code or data. As between you and Thrum, you retain all right, title, and interest in and to your source code, repositories, files, prompts, configurations, agent messages, and any other content or work product that you create, supply to, or process with the Software ("Your Content"). This EULA grants Thrum no license, right, or interest in Your Content.

The Software runs locally on your own machines. Except for the limited licensing data described in Section 4, and, if you turn on iPhone notifications, the alert data described in the Privacy Policy, none of which includes Your Content, the Software does not transmit Your Content to Thrum, and Thrum does not collect, access, store, review, or use Your Content. Thrum does not use Your Content to train any model.

Output. Thrum does not generate output. Any output you produce while using the Software is generated by you or by the third-party AI models or services you choose to use. Thrum claims no right, title, or interest in that output and, to the extent it has any, assigns it to you. Your rights in output are subject to any third-party rights and to the terms of the AI models or services you use. Thrum makes no representation that any output is original, non-infringing, or free of third-party rights, and Section 13 (Disclaimer of Warranties) applies to all output.

Third-party services and integrations. The Software may be configured by you to interoperate with third-party AI model providers or other third-party services, including integrations you turn on, such as the Telegram and email bridges and email notifications, and helper tools you choose to install, such as quota-axi. When you use one, the Software sends what that service needs, which can include Your Content, from your machine directly to that service at your direction, not through Thrum. Your use of those services is governed by your own agreements with those providers, not by this EULA. Thrum is not a party to those agreements, does not control those services, and is not responsible for their availability, output, pricing, data handling, or terms. You are responsible for ensuring your use of any such service complies with that provider's terms.

9. Ownership; Intellectual Property

9.1 Thrum's ownership. The Software is licensed, not sold. THRUM LLC is and remains the sole and exclusive owner of all right, title, and interest in and to the Software, including without limitation all copies, modifications, enhancements, updates, and derivative works thereof, and all patents, copyrights, trade secrets, trademarks, and other intellectual property rights embodied in or relating to the Software, whether now existing or hereafter arising, in every jurisdiction worldwide. This includes all source code, object code, architecture, algorithms, data structures, protocols, interfaces, designs, specifications, documentation, and know-how comprising or underlying the Software.

9.2 No transfer. Nothing in this EULA transfers, assigns, or conveys to you any ownership interest in the Software or any intellectual property right therein. Your rights are limited to the license expressly granted in Section 3. You acquire no right, title, or interest in the Software by virtue of your use of it, your payment of fees, your suggestions, or any output produced with it.

9.3 Chain of title. As between Thrum and its founder, members, employees, and contractors, all intellectual property in the Software is owned by THRUM LLC pursuant to written assignment or work-for-hire. Thrum is not aware of any third-party claim to ownership of the Software. Except as stated in this Section, Thrum makes no representation or warranty regarding title or non-infringement, and this Section is subject in all respects to Sections 13 and 14.

9.4 Trademarks. "Thrum," the Thrum name, logo, and all associated trademarks, service marks, and trade names are the property of THRUM LLC. This EULA grants you no right to use them, except that you may make accurate nominative references to the Software.

9.5 Feedback. If you provide Thrum with any suggestions, ideas, bug reports, feature requests, enhancement requests, or other feedback regarding the Software ("Feedback"), you grant Thrum a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, and otherwise exploit that Feedback for any purpose, without obligation, attribution, or compensation to you. Feedback is provided voluntarily and is not your confidential information. Nothing in this Section gives Thrum any right in Your Content (see Section 8).

9.6 Protection. You acknowledge that the Software contains valuable trade secrets of Thrum, that unauthorized use or disclosure would cause irreparable harm for which monetary damages would be an inadequate remedy, and that Thrum is entitled to seek injunctive and other equitable relief for any actual or threatened breach of Section 7 or this Section 9, without the necessity of posting a bond.

9.7 U.S. Government end users. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Any use, duplication, or disclosure by the U.S. Government is subject to the restrictions of this EULA.

10. Updates

Thrum may, at its discretion, provide updates, patches, or new versions of the Software ("Updates"). Updates may be applied automatically. This EULA applies to any Updates unless a separate license accompanies the Update, in which case that license governs. Thrum is under no obligation to provide Updates, maintenance, or support except as stated in the ToS.

Beta and preview features. Thrum may make pre-release, beta, or preview features available. Those features are provided "as is," may be changed or withdrawn at any time, are excluded from any support or availability commitment, and are used entirely at your own risk.

11. Fees

The Free Features require no Subscription and carry no fees. Use of the Pro Features requires an active Subscription. Complimentary and free-of-charge Subscriptions carry no fees. For paid Subscriptions, pricing, billing, renewal, refunds, and payment terms (including who handles billing) are set out in the ToS and are incorporated by reference. This EULA governs your right to use the Software itself; the ToS governs the commercial and billing relationship for obtaining that right.

12. Term and Termination

This EULA is effective upon your acceptance, first installation, or first use of the Software, whichever occurs first, and continues until terminated. If your Subscription expires, is cancelled, or lapses, your license to the Pro Features terminates automatically, as described in Section 3.2, and this EULA continues to govern your use of the Free Features. Thrum may terminate this EULA for your material breach on written notice and a ten (10) day opportunity to cure where the breach is capable of cure, and immediately on notice for a breach of Section 7 (Restrictions) or Section 9 (Ownership), for fraudulent or abusive conduct, or where required by law, consistent with Section 5 of the ToS. Thrum may also terminate this EULA if Thrum discontinues the Software, with notice as described in the ToS.

Upon termination, all licenses granted terminate immediately, and you must cease all use of the Software and uninstall and destroy all copies in your possession or control. Termination does not entitle you to any refund except as expressly provided in the ToS, and does not limit either party's other remedies.

Survival. Sections 1, 5, 6, 7, 8, 9, 12, 13, 14, 15, 16, 17, and 19 survive termination.

13. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THRUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT ITS OUTPUT (INCLUDING ANY AI-GENERATED CODE OR CONTENT) WILL BE ACCURATE, RELIABLE, ORIGINAL, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ANY OUTPUT OF THE SOFTWARE BEFORE RELYING ON IT, AND FOR MAINTAINING BACKUPS OF YOUR CODE AND DATA. THE SOFTWARE DIRECTS AND COORDINATES AUTOMATED AGENTS THAT MAY READ, WRITE, MODIFY, OR DELETE FILES ON SYSTEMS YOU CONNECT TO IT; YOU ARE RESPONSIBLE FOR THE PERMISSIONS, SCOPE, AND SUPERVISION YOU GIVE THOSE AGENTS.

Methodology components are not enforcement mechanisms. The Software includes role templates, preambles, review-gate protocols, and similar methodology documents. These are instructional materials supplied to the agents you run. They are not technical controls, and the Software does not enforce them, guarantee that any agent will follow them, or verify that work produced under them is correct, complete, or conformant with your requirements. Thrum makes no representation that use of these materials will prevent errors, defects, unauthorized changes, or deviations from your intended specification.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THRUM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, CODE, BUSINESS, OR GOODWILL, OR COST OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THRUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THRUM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID FOR YOUR SUBSCRIPTION, WHETHER TO THRUM OR TO ITS MERCHANT OF RECORD, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS ($50).

Exclusions from the limitations. The limitations and exclusions in this Section do not apply to: (a) death or personal injury caused by Thrum's negligence; (b) Thrum's gross negligence, willful misconduct, or fraud; (c) any liability that cannot be excluded or limited under applicable law; or (d) the statutory rights of a consumer as described in Section 17.1.

These limitations apply even if a limited remedy fails of its essential purpose, and allocate risk between the parties as reflected in the pricing of the Software. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Indemnification

You will defend, indemnify, and hold harmless Thrum and its members, officers, and agents from and against any third-party claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Software in violation of this EULA or applicable law; (b) Your Content; (c) the output you generate with the Software and your use or distribution of it; or (d) your breach of Section 7 or Section 9.

Procedure. Thrum will notify you promptly of any claim for which it seeks indemnification, although a delay in notice relieves you of your obligation only to the extent the delay prejudices your defense. Thrum may control its own defense with counsel of its choice, and you will cooperate as Thrum reasonably requests and bear the costs covered by this Section. You may not settle any claim in a way that admits fault on Thrum's behalf, imposes any obligation on Thrum, or does not fully release Thrum, without Thrum's prior written consent.

16. Export Compliance and Sanctions

You represent that you are not located in, under the control of, or a national or resident of, any country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export and re-export control laws, sanctions regulations, and anti-corruption laws.

17. Governing Law and Disputes

This EULA is governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Disputes arising out of or relating to this EULA are resolved under Section 10 of the ToS (informal resolution first, then the courts of King County, Washington, or small claims court), which is incorporated by reference.

17.1 Consumers — mandatory local rights

If you are a consumer habitually resident in the European Economic Area, the United Kingdom, or another jurisdiction whose law grants you non-waivable consumer protections, nothing in this Agreement limits those rights, and no provision of this Agreement applies to you to the extent it would deprive you of them. Sections 7(b), 13, 14, and 15 apply to you only to the extent permitted by the law of your place of residence. Nothing in Section 7(b) restricts any non-waivable right you have to decompile the Software for interoperability or to correct errors.

18. Changes to This EULA

Thrum may modify this EULA from time to time. Thrum will increment the Version and post the revised EULA through the licensing service. Material changes will be communicated as described in the ToS, and you will be asked to accept the revised EULA through the licensing service before it applies to you. If you do not accept a material change, you may cancel your Subscription instead, and Thrum will refund the prepaid fees for the unused remainder of your current term on a pro-rata basis. If you use the Software without a Subscription, the Software asks you to accept a revised EULA the first time you run a version that includes it (Section 2.1); if you do not accept it, do not use that version. Changes do not apply retroactively to any dispute arising before their effective date.

19. Miscellaneous

Entire agreement. This EULA, together with the ToS and Privacy Policy, constitutes the entire agreement between you and Thrum regarding the Software and supersedes all prior or contemporaneous agreements, proposals, and understandings on this subject. Any purchase order or other document you issue with additional or conflicting terms is rejected and of no effect.

Order of precedence. If this EULA conflicts with the ToS regarding the Software itself, this EULA governs. If they conflict regarding the licensing service, account, or billing, the ToS governs.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full effect.

No waiver. Thrum's failure to enforce any provision is not a waiver of that provision or of any other.

Assignment. You may not assign or transfer this EULA or any rights under it, by operation of law or otherwise, without Thrum's prior written consent, except that you may assign this EULA, on written notice to Thrum, to an affiliate or to a successor that acquires all or substantially all of your business or assets to which this EULA relates, provided the assignee agrees in writing to be bound by it. Any other attempt to assign is void. Thrum may assign this EULA freely, including in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

Force majeure. Thrum is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.

Notices. Thrum may give you notice by email to the address on your account or through the licensing service. You must give Thrum notice in writing to the contact address in Section 20.

Independent contractors. Nothing in this EULA creates a partnership, joint venture, agency, or employment relationship between the parties.

20. Contact

Questions about this EULA may be directed to:

THRUM LLC 316 Queen Anne Dr Seattle, WA 98109-1862 leon@thrum.team


THRUM LLC — a Washington limited liability company — UBI 606 264 699 — EIN 42-4360014 — 316 Queen Anne Dr, Seattle, WA 98109-1862

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