CodeNavi End User License Agreement
These terms govern your use of the CodeNavi software. They are the binding agreement between you and the Licensor for the server software. They are deliberately short.
Changes in 1.1: Seats and the one-instance-per-Seat scope (§1, §2); fees, automatic renewal and the 31-day refund (§7); export control and sanctions (§11); verification (§12). Nothing else changed; sections after §6 are renumbered.
1. Parties and definitions
- "Licensor" — Cellpex LLC d/b/a CodeNavi, an Ohio limited liability company, United States ("CodeNavi" is a trade name registered with the Ohio Secretary of State, registration no. 202620900138).
- "You" / "Licensee" — the individual or legal entity that obtains a License Key or downloads the Software.
- "Software" — the CodeNavi server, its Docker image, the CLI, the web UI, the agent plugins, and the accompanying documentation.
- "Model Weights" — the Buric-E4B embedding model and any other model artifacts distributed with the Software. These are not licensed under this EULA; see the CodeNavi Model License.
- "License Key" — the signed
license.keyfile issued to you, which encodes your tier, file limit, expiry date, and enforcement mode. - "Tier Limits" — the file/codebase limits encoded in your License Key.
- "Seat" — one named individual permitted to use the Software. The number of Seats is stated on the plan you bought or in your order; an evaluation license has one Seat.
2. Grant
Subject to your compliance with these terms and to payment of any applicable fees, the Licensor grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and run the Software on infrastructure you own or control, for your own internal business purposes, within your Tier Limits, for the term of your License Key.
Each Seat may run one instance of the Software at a time (an instance is one running server, whatever it is installed on). You may move an instance to another machine. Only the individuals holding Seats, and the coding agents acting on their behalf, may send queries to it.
Evaluation licenses are granted for evaluation only, for one Seat and one instance, and expire on the date encoded in the License Key.
3. Restrictions
You may not:
- redistribute, resell, sublicense, rent, lease, or host the Software as a service for third parties;
- reverse engineer, decompile, or disassemble the Software, or attempt to reconstruct its source code, except to the limited extent that applicable law expressly permits notwithstanding this restriction;
- circumvent, disable, or tamper with the License Key verification, the tier limits, or the expiry enforcement;
- remove, alter, or obscure any copyright, trademark, or license notice;
- use the Software beyond your Tier Limits, or after your License Key has expired;
- use the Licensor's trademarks or logos without written permission.
Nothing in this section restricts rights you hold under mandatory applicable law.
4. What runs where (data)
The Software is self-hosted and local-first. It indexes your code on your own infrastructure. The Licensor operates no service that receives your code, and the Software transmits no source code, index content, or query content to the Licensor.
Two exceptions, both under your control:
- Update check. If — and only if — you configure an update endpoint and update token, the Software
periodically sends your update token and the installed version string to that endpoint to ask
whether a newer build exists. No code, index, or query data is sent. Set
CODENAVI_UPDATE_CHECK=offto disable it entirely; an air-gapped install never contacts it. - Third-party LLM providers. If you configure a remote LLM provider (e.g. an Anthropic or OpenAI API key) for the chat feature, retrieved code passages are sent by you, to that provider, under your agreement with them. The default configuration uses a local model and sends nothing off-box.
See the privacy statement and the PRIVACY.md shipped in your package for the
full data-handling statement.
5. Ownership
The Software is licensed, not sold. The Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. You retain all rights in your own code, your index, and your data — the Licensor acquires no rights in them.
6. Third-party components and model weights
The Software includes third-party open-source components, listed with their licenses in the
THIRD-PARTY-LICENSES.md file and the SBOM shipped with your package. Those components are licensed to
you under their own terms, which prevail over this EULA in respect of those components.
The Model Weights are licensed separately under the CodeNavi Model License. Commercial use of the Model Weights is included with a valid CodeNavi license.
7. Fees, renewal and refunds
Paid plans are subscriptions. The payment provider charges the plan price at the start of each period (monthly or yearly) until you cancel, and each payment brings a new License Key for that period. You can cancel at any time from the customer portal; payments then stop and your current License Key keeps working until it expires.
31-day refund. If you ask within 31 days of a charge, the Licensor refunds that charge in full. Ask by email to [email protected] from the address on your account. On refund the license for the refunded period ends: your subscription is cancelled and you must stop using the Software and delete the License Key issued for that period. Charges older than 31 days are not refunded, except where mandatory law says otherwise.
Fees exclude taxes; where the Licensor or its payment provider must collect tax, it is added at checkout.
8. Term and termination
This EULA runs for the term of your License Key. It terminates automatically if you materially breach it — in particular Section 3. On termination you must stop using the Software and delete the Docker image and License Key. Your index and your own code are yours; you keep them.
Sections 5, 9, 10, 11, 12, 13, and 14 survive termination.
9. Warranty disclaimer
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. The Licensor does not warrant that the Software will be error-free, that search results will be complete or accurate, or that operation will be uninterrupted.
CodeNavi is a retrieval and code-intelligence tool. Its output — including search results, impact analysis, and LLM-generated answers — is advisory. It is a lower bound, not proof: static call-graph analysis cannot see dynamic dispatch, reflection, or runtime routing. Do not rely on it as the sole basis for a change to production systems. You remain responsible for reviewing and testing your own code.
10. Limitation of liability
To the maximum extent permitted by law, the Licensor's total aggregate liability arising out of or relating to the Software or this EULA is limited to the fees you actually paid for the Software in the twelve (12) months preceding the event giving rise to the claim. For an evaluation license where no fees were paid, that amount is zero.
The Licensor is not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.
Nothing in this EULA excludes or limits liability that cannot lawfully be excluded or limited — including liability for death or personal injury caused by negligence, for fraud, or for fraudulent misrepresentation. If you are a consumer, your mandatory statutory rights are unaffected.
11. Export control and sanctions
You represent that you are not located in, organized under the laws of, or a national or resident of any country or territory subject to comprehensive economic sanctions or embargo, and that you are not a person or entity on any applicable restricted-, denied-, or sanctioned-party list. You will not export, re-export, or use the Software in violation of applicable export-control or economic-sanctions laws, including those of the United States and, where applicable, the European Union (e.g. Regulation (EU) 2021/821).
12. Verification
On the Licensor's reasonable written request, no more than once in any twelve (12) months, you will certify in good faith within thirty (30) days that your use of the Software complies with the Seat, instance and Tier Limits of this EULA. No audit of your systems and no access to your code or index is involved; a written certification is enough.
13. Governing law
This EULA is governed by the laws of the State of Ohio, United States, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Ohio have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property.
14. General
This EULA, together with the CodeNavi Model License and any signed order form, is the entire agreement between the parties concerning the Software, and supersedes any prior or contemporaneous understandings. If any provision is held unenforceable, the remainder stays in force. Failure to enforce a provision is not a waiver of it. You may not assign this EULA without the Licensor's written consent.
The Licensor may issue updated terms for future versions or renewal periods. Updated terms do not apply retroactively to reduce rights already granted to you for a term you have already paid for.
Contact: [email protected] · Security: [email protected] · Privacy: [email protected]
CodeNavi is a trade name of Cellpex LLC, an Ohio limited liability company (Ohio trade name registration no. 202620900138).