Terms of Service

1. Acceptance of Terms

By creating an account, downloading, installing, or otherwise accessing or using VerdictIDE, the Verdict Cloud platform, or any related services, websites, or applications (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" refer to that organization.

You must be at least 18 years of age, or the age of legal majority in your jurisdiction, to use the Service. By using the Service, you represent that you meet this requirement.

We may update these Terms from time to time. Your continued use of the Service after any changes constitutes acceptance of the revised Terms. If you do not agree with any modification, you must discontinue use of the Service.

2. Description of Service

True Synthesis Inc provides VerdictIDE, an AI-powered integrated development environment and related services. The Service includes, but is not limited to:

• VerdictIDE Desktop Application: An AI-native development environment with intelligent code completion, multi-agent orchestration, project management, and development workflow tools.
• Local AI Inference: The ability to run AI models directly on your hardware for privacy-first, low-latency development assistance.
• LAN Inference: The ability to connect to AI models running on other machines on your local network.
• Verdict Cloud: Optional cloud-based AI inference services, accessible via a credit-based billing system, providing access to frontier AI models.
• BYOK (Bring Your Own Key): The ability to connect your own third-party AI provider API keys for use within VerdictIDE.
• Multi-Agent System (PAS): An orchestrated system of specialized AI agents (Architect, Director, Programmer, and others) that collaborate to assist with software development tasks.
• Extensions and Plugins: An ecosystem of extensions and integrations that enhance VerdictIDE functionality.
• Related Websites and Documentation: Including verdictide.com, truesynthesisai.com, and associated documentation portals.

2.1 Beta Services

We may offer certain features or services designated as "beta," "preview," "early access," or similar designations ("Beta Services"). Beta Services are provided on an "as-is" basis without any warranty. We may discontinue, modify, or limit Beta Services at any time without notice. You acknowledge that Beta Services may contain bugs, errors, or other issues, and you assume all risks associated with their use.

2.2 Service Modifications

We reserve the right to modify, update, suspend, or discontinue any part of the Service at any time, with or without notice. We will make commercially reasonable efforts to provide advance notice of material changes that may adversely affect your use of the Service. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3. Account Registration

To access certain features of the Service, you may be required to create an account. When registering, you agree to:

• Provide accurate, current, and complete registration information.
• Maintain and promptly update your account information to keep it accurate and complete.
• Maintain the security and confidentiality of your login credentials and not share them with any third party.
• Immediately notify us of any unauthorized access to or use of your account.
• Accept full responsibility for all activities that occur under your account.

You may not create an account using false or misleading information, create multiple accounts for deceptive purposes, or create an account on behalf of someone else without their permission. We reserve the right to suspend or terminate accounts that violate these requirements.

4. User Responsibilities

You are responsible for:

• Your use of the Service and any content you submit, post, or transmit through the Service ("User Content").
• Ensuring your use of the Service complies with all applicable local, state, national, and international laws and regulations.
• Maintaining adequate backups of your code, data, and files. The Service is not a backup solution, and we are not responsible for any loss of data.
• Evaluating and verifying all AI-generated output before incorporating it into your projects, deploying it to production, or relying upon it in any capacity.
• Ensuring that your hardware and network environment meet the minimum system requirements for the Service.
• The security of any API keys, tokens, credentials, or other authentication materials used in connection with the Service.

5. Intellectual Property

5.1 Your Code and Content

When you use local inference or BYOK features, your code is processed on your own hardware or transmitted directly to your chosen third-party providers. We do not access, collect, store, or process the content of your code in these modes.

When you use Verdict Cloud services, your code may be transmitted to cloud infrastructure for processing. We process such data solely to provide the requested Service and do not retain it beyond the duration necessary to complete the request, unless otherwise specified in our Privacy Policy.

5.2 AI-Generated Suggestions

To the extent permitted by applicable law, True Synthesis Inc hereby assigns to you all right, title, and interest in any AI-generated code suggestions, completions, or outputs ("Suggestions") produced by the Service in response to your inputs. You are the owner of the Suggestions and may use them without restriction, subject to the disclaimers in Section 6.

5.3 Our Intellectual Property

The Service, including its software, algorithms, user interface, design, documentation, trademarks, logos, and all related intellectual property, is and remains the exclusive property of True Synthesis Inc and its licensors. These Terms do not grant you any right, title, or interest in the Service itself, except for the limited license to use it as described herein.

5.4 Feedback

If you provide feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant True Synthesis Inc a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, incorporate, and commercialize such Feedback without restriction, attribution, or compensation to you.

5.5 Training Data

5.6 Usage Data

We may collect anonymized, aggregated usage data and telemetry (such as feature usage frequency, performance metrics, and error rates) to improve the Service. This data does not include the content of your code or files. You can control telemetry settings within the application. For more information, see our Privacy Policy.

6. AI-Generated Content

6.1 Nature of AI Output

The Service uses artificial intelligence and machine learning models to generate code suggestions, completions, explanations, and other outputs. You acknowledge and agree that:

• AI-generated output may contain errors, inaccuracies, bugs, security vulnerabilities, or other defects.
• AI-generated output may not be original and could resemble or be identical to code existing in public repositories, training data, or other sources.
• AI-generated output may not be suitable for your particular use case, requirements, or production environment.
• AI models may reflect biases present in their training data and may produce outputs that are incomplete, misleading, or inappropriate.
• AI-generated output should not be relied upon as a substitute for professional judgment, code review, security auditing, or testing.

6.2 No Warranty on AI Output

6.3 Code Execution

Certain features of the Service may execute code on your machine, including but not limited to AI-agent-driven code modifications, terminal commands, and automated refactoring. You acknowledge that such execution carries inherent risks, including system instability, data loss, security vulnerabilities, and unintended changes to your files or system configuration. You are solely responsible for reviewing and approving any code before execution and for maintaining adequate backups.

6.4 Third-Party Model Limitations

When using BYOK or cloud inference features, the AI models you interact with are developed and maintained by third parties. We do not control the output, behavior, or capabilities of third-party models and disclaim all liability related to their performance, availability, or output quality.

7. Payment and Credits

7.1 Free Features

Certain features of the Service are available at no cost, including:

• Local AI inference using models running on your own hardware.
• LAN inference using models accessible on your local network.
• BYOK inference using your own third-party API keys (you pay the third-party provider directly).
• Core IDE functionality and development tools.

7.2 Credit-Based Cloud Services

Verdict Cloud services operate on a credit-based billing system. Credits are used to access cloud-hosted AI models and related infrastructure. Credit consumption varies based on the model used, the volume of input and output tokens, and the specific service requested.

• Credit pricing and consumption rates are published on our website and within the application and are subject to change with reasonable advance notice.
• Credits are non-transferable and non-refundable except as required by applicable law or as otherwise stated in our refund policy.
• Unused credits may expire as specified at the time of purchase.
• We reserve the right to modify credit pricing, consumption rates, and available models at any time. Material changes will be communicated with reasonable advance notice.

7.3 Subscription Plans

If we offer subscription plans, the following terms apply:

• Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date.
• You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.
• We may change subscription pricing with at least 30 days' advance notice. Continued use after the price change constitutes acceptance of the new pricing.

7.4 Payment Processing

Payments are processed through third-party payment processors. By providing payment information, you agree to the terms of service and privacy policies of those payment processors. We do not store your complete payment card information on our servers.

7.5 Delinquent Accounts

If your payment method fails or your account becomes delinquent, we may suspend access to paid features until the outstanding balance is resolved. Continued non-payment may result in account termination.

8. BYOK / Third-Party API Keys

The Service allows you to provide your own API keys for third-party AI model providers ("BYOK"). When using BYOK features:

• Your Responsibility: You are solely responsible for managing, securing, and maintaining your third-party API keys. You are responsible for all charges incurred through your API keys, whether incurred by you or through unauthorized use.
• Third-Party Terms: Your use of third-party services through BYOK is subject to the terms of service, acceptable use policies, and privacy policies of those third-party providers. It is your responsibility to review and comply with those terms.
• No Liability: True Synthesis Inc is not responsible for the availability, performance, pricing, output quality, or security practices of any third-party AI provider. We are not a party to any agreement between you and a third-party provider.
• Key Storage: When you provide API keys, they are stored locally on your device by default. Keys are only transmitted to the respective third-party provider to fulfill your inference requests. We do not log, collect, or retain your API keys on our servers unless you explicitly opt in to cloud-based key management features.
• Rate Limits and Restrictions: Third-party providers may impose rate limits, usage quotas, or other restrictions. It is your responsibility to manage your usage within those constraints.

9. Acceptable Use Policy

You agree not to use the Service to:

1. Violate any applicable law, regulation, or third-party right, including intellectual property, privacy, and export control laws.
2. Generate, distribute, or facilitate the creation of malware, viruses, ransomware, spyware, or any other malicious software.
3. Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or underlying technology of the Service.
4. Attempt to extract, steal, or replicate any AI models, weights, or training data accessible through the Service.
5. Circumvent, disable, or interfere with any security, authentication, rate limiting, or access control mechanisms of the Service.
6. Use the Service to develop a competing product or service, or to benchmark the Service for competitive purposes without our prior written consent.
7. Transmit or process data that is subject to specific regulatory requirements (such as HIPAA-protected health information, PCI-DSS cardholder data, or classified government information) through the Service, unless we have entered into a specific agreement with you to handle such data.
8. Use the Service to harass, abuse, stalk, threaten, defame, or otherwise infringe the rights of any person.
9. Distribute spam, chain letters, or unsolicited commercial messages through the Service.
10. Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
11. Interfere with or disrupt the integrity or performance of the Service or the infrastructure used to provide the Service.
12. Use automated means (bots, scrapers, crawlers) to access the Service in a manner that exceeds reasonable use or circumvents rate limits.
13. Share, resell, sublicense, or redistribute access to the Service or your account credentials without our prior written consent.

We reserve the right to investigate and take appropriate action against any user who violates this Acceptable Use Policy, including suspension or termination of access to the Service and referral to law enforcement authorities where appropriate.

10. Service Availability and SLA

10.1 Local Services

The availability of local and LAN inference features depends on your hardware, network configuration, and locally installed AI models. We do not guarantee the availability, performance, or compatibility of local inference on all hardware configurations.

10.2 Cloud Services

We will use commercially reasonable efforts to maintain the availability of Verdict Cloud services. However, the Service may be subject to scheduled maintenance, unscheduled downtime, or interruptions due to factors beyond our control, including but not limited to third-party infrastructure failures, network issues, or force majeure events.

We do not guarantee any specific uptime percentage unless a separate Service Level Agreement (SLA) has been executed between you and True Synthesis Inc. Enterprise customers may negotiate custom SLA terms by contacting sales@verdictide.com.

10.3 Third-Party Dependencies

The Service may depend on third-party services, APIs, and infrastructure. We are not responsible for outages, degradation, or changes in third-party services that may affect the availability or functionality of the Service.

10.4 Support

Support availability varies by plan. We are under no obligation to provide technical support unless a separate support agreement is in place. Community support resources, documentation, and self-service tools may be available at our discretion.

11. Privacy and Data

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy. Key principles include:

• Local-First Architecture: VerdictIDE is designed with a local-first architecture. When using local inference, your code and data remain on your device and are not transmitted to our servers.
• Cloud Processing: When you opt in to cloud features, data is transmitted using industry-standard encryption (TLS 1.2 or higher). We process data solely to fulfill your requests and do not retain code content beyond the duration necessary to complete the request.
• No Training on Your Data: We do not use your code, inputs, or outputs to train AI models unless you explicitly opt in.
• Telemetry: The Service may collect anonymized usage telemetry to improve performance and reliability. You can disable telemetry in your application settings.

11.1 Export Controls

The Service may be subject to export control laws and regulations of the United States and other jurisdictions. You agree not to use, export, or re-export the Service in violation of any applicable export laws or regulations, including without limitation the U.S. Export Administration Regulations (EAR) and sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to U.S. government embargo or sanctions.

12. Limitation of Liability

12.1 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TRUE SYNTHESIS INC FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO TRUE SYNTHESIS INC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD).

12.2 Basis of the Bargain

You acknowledge that the limitations of liability in this Section reflect a fair and reasonable allocation of risk between you and True Synthesis Inc, and that these limitations form an essential basis of the bargain between you and us. True Synthesis Inc would not be able to provide the Service to you on an economically reasonable basis without these limitations.

12.3 Exceptions

Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless True Synthesis Inc, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Your use of or access to the Service.
2. Your User Content or any code, data, or materials you submit, post, or transmit through the Service.
3. Your violation of these Terms or any applicable law or regulation.
4. Your violation or infringement of any third-party right, including any intellectual property, privacy, or proprietary right.
5. Any claim that your User Content or use of AI-generated output caused damage to a third party.
6. Your use of any third-party API keys or services in connection with the BYOK feature.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with our defense of any such claim.

14. Termination

14.1 Termination by You

You may terminate your account at any time by following the account deletion process within the Service or by contacting us at contact@truesynthesisai.com. Upon termination, your right to use the Service will immediately cease. You remain responsible for any outstanding charges incurred before termination.

14.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Reasons for termination may include, but are not limited to:

• Violation of these Terms or the Acceptable Use Policy.
• Fraudulent, abusive, or illegal activity.
• Non-payment of fees.
• Extended inactivity (accounts inactive for more than 12 consecutive months with no active paid subscription may be subject to deletion with 30 days' advance notice).
• Requests by law enforcement or government agencies.
• Discontinuation of the Service or any part thereof.

14.3 Effect of Termination

Upon termination:

• All licenses granted to you under these Terms will immediately terminate.
• You must cease all use of the Service and delete any copies of proprietary materials.
• Any credits remaining in your account at the time of termination are forfeited, except where termination is due to our breach of these Terms, in which case you may be entitled to a pro-rata refund of unused, pre-paid credits.
• We may delete your account data, including configurations and preferences, after a reasonable retention period. We are not obligated to retain or provide copies of your data after termination.
• Sections 5, 6, 7 (regarding outstanding obligations), 8, 12, 13, 14.3, 15, 16, and 18 shall survive termination.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in the State of Texas, and the parties irrevocably consent to the personal jurisdiction and venue of such courts.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") informally by contacting us at contact@truesynthesisai.com. We will attempt to resolve the Dispute informally within sixty (60) days of receiving your notice. If the Dispute is not resolved within this period, either party may proceed with formal dispute resolution as described below.

16.2 Binding Arbitration

If informal resolution fails, any Dispute shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be in the State of Texas. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver

16.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TRUE SYNTHESIS INC EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

16.5 Arbitration Opt-Out

You may opt out of the binding arbitration and class action waiver provisions of this Section by sending written notice to True Synthesis Inc within thirty (30) days of first creating your account. Your notice must include your full name, account email address, and a clear statement that you wish to opt out of the arbitration provision. Notices should be sent to: contact@truesynthesisai.com with the subject line "Arbitration Opt-Out." If you opt out, Disputes will be resolved in the state or federal courts of Texas as specified in Section 15.

16.6 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

17. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective Date" at the top of this page.
• Provide notice through the Service (such as in-app notification or email to your registered email address) at least thirty (30) days before material changes take effect.
• Post the revised Terms on our website.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree with the revised Terms, you must stop using the Service and terminate your account. It is your responsibility to review these Terms periodically.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms or agreements you have entered into with True Synthesis Inc, constitute the entire agreement between you and True Synthesis Inc regarding the Service and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.3 Waiver

The failure of True Synthesis Inc to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of True Synthesis Inc.

18.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of True Synthesis Inc. True Synthesis Inc may assign these Terms freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5 Force Majeure

True Synthesis Inc shall not be liable for any delay or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

18.6 Notices

We may provide notices to you through the Service, via email to your registered address, or by posting on our website. You may provide notices to us by emailing contact@truesynthesisai.com. Notices are effective upon receipt.

18.7 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity other than you and True Synthesis Inc has the right to enforce any provision of these Terms.

18.8 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

19. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

Last updated: February 13, 2026