CodeNavi Evaluation License

License identifier: LicenseRef-CodeNavi-Eval · 14 June 2026
Copyright © 2026 Cellpex LLC d/b/a CodeNavi, Ohio, USA. All rights reserved.

Superseded for trials requested on or after 11 October 2026. Those trials are governed by the CodeNavi End User License Agreement (the same text ships as EULA.md in every package) together with the Model License. This page is kept for trials issued before that date, whose terms it remains.

This Evaluation License Agreement (the "Agreement") governs your use of CodeNavi during a free 30-day trial. By requesting, installing, or using CodeNavi under a trial License Key, you agree to these terms. If you do not agree, do not request, install, or use the Software.

1. Definitions

"Software" — the CodeNavi code-search and intelligence server provided to you as a compiled, closed-source binary / Docker image (the "trial-base" package), including its tools, web UI, and documentation, but excluding the Model and the third-party components described below.
"Model" — the Buric-E4B model weights bundled with the Software, governed separately by the CodeNavi Model License.
"License Key" — the cryptographically signed file (the license.key file) that activates the Software and encodes your evaluation expiry date.
"Evaluation Period" — 30 days from the date your License Key is issued, unless extended in writing by CodeNavi.

2. Grant of license

Subject to your compliance with this Agreement, CodeNavi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and run one instance of the Software, self-hosted on computing infrastructure you own or control, solely for your internal evaluation and assessment of the Software during the Evaluation Period.

3. License Key and expiry

The Software is activated by a signed License Key. On the expiry date encoded in your License Key, the License Key disables the Software's search and indexing functions; no grace period applies to the trial. You may not modify, forge, tamper with, or circumvent the License Key, the expiry mechanism, or any tier or usage limit.

4. Restrictions

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

use the Software for production, commercial, or revenue-generating purposes of any kind (evaluating the Software against your own code to assess it — including at a commercial organization — is permitted under Section 2);
distribute, publish, sell, rent, lease, sublicense, or host the Software, or provide it as a service, to any third party;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the compiled Software, except to the limited extent such activity is expressly permitted by applicable mandatory law (including, where applicable, decompilation for interoperability under Directive 2009/24/EC) notwithstanding this restriction, and only after CodeNavi has been given a reasonable opportunity to provide the necessary interoperability information;
remove, alter, or obscure any copyright, trademark, license, or proprietary notice; or
use the Software in violation of applicable law.

5. 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 European Union (e.g., Regulation (EU) 2021/821) and, where applicable, the United States.

6. Your code and data

The Software runs entirely on your infrastructure. CodeNavi collects no telemetry from the Software and does not receive your source code, queries, embeddings, or indexes. All indexes, embeddings, and search results you produce with the Software are yours to use without restriction, including after this Agreement ends. If you choose to configure an optional third-party service (for example, a cloud LLM provider or a remote embedding provider you opt into), any transmission of your code or queries to that service is your choice and your responsibility, is governed by that service's own terms, and CodeNavi has no liability for that third party's processing.

7. Model weights

The bundled Buric-E4B Model is licensed separately under the CodeNavi Model License, which you must also accept. In any conflict regarding the Model, the CodeNavi Model License controls.

8. Third-party components

The Software includes open-source and third-party components that remain governed by their own licenses, as identified in the third-party notices bundled with the package (docs/THIRD-PARTY-NOTICES.md). Nothing in this Agreement limits your rights under those licenses.

9. Ownership

The Software is licensed, not sold. Cellpex LLC d/b/a CodeNavi and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement grants you no rights in any CodeNavi trademark, logo, or brand.

10. Term and termination

This Agreement begins when your License Key is issued and ends at the close of the Evaluation Period, or earlier if you breach it. CodeNavi may terminate this Agreement immediately on your breach. On termination or expiry you must stop using and delete all copies of the Software in your possession; the Model is handled under the CodeNavi Model License. Indexes, embeddings, and outputs you have already produced remain yours. Sections 4, 5, 6, 8, 9, 11, 14, 15, 16, and 18 survive any termination or expiry of this Agreement.

11. Assignment

You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without CodeNavi's prior written consent; any attempted assignment in violation is void. CodeNavi may assign this Agreement in connection with a merger, acquisition, or sale of assets.

12. Verification

On CodeNavi's reasonable written request (no more than once during the Evaluation Period), you will certify in good faith that your use of the Software complies with the one-instance and evaluation-only scope of this Agreement.

13. Continuing use

To keep using CodeNavi after the Evaluation Period, contact [email protected] for a commercial license. The trial does not auto-renew and does not convert to a paid license automatically.

14. Disclaimer of warranty

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable mandatory law (including liability for death or personal injury caused by negligence, or for fraud, intent, or gross negligence). Subject to that: THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Limitation of liability

Subject to the mandatory-law carve-out in Section 14, and because the trial is provided free of charge: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CODENAVI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT. CODENAVI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND THE CODENAVI MODEL LICENSE, TAKEN TOGETHER, WILL NOT EXCEED ONE HUNDRED EUROS (€100).

16. Governing law

This Agreement 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.

17. Notices

Legal notices under this Agreement (including any breach or termination notice) must be in writing and sent to Cellpex LLC d/b/a CodeNavi at [email protected], and to you at the email address you provided when requesting the trial.

18. Entire agreement; severability

This Agreement, together with the CodeNavi Model License, is the entire agreement between you and CodeNavi regarding the trial Software and supersedes any prior understanding. If any provision is held unenforceable, the remaining provisions stay in effect.

Historical note: earlier source-available releases of CodeNavi (≤ 1.0.0) were distributed under the Business Source License 1.1. The trial distribution is a closed, compiled binary and is governed by this Evaluation License, not the BSL. Questions: [email protected].

CodeNavi is a trade name of Cellpex LLC, an Ohio limited liability company (Ohio trade name registration no. 202620900138).