Phoenix Code License Agreement

Effective Date: 1-Jan-2026 Version: 5.0

Thank you for choosing Phoenix Code!

This is a license agreement between you and CORE.AI Scientific Technologies Private Limited (the “Company”, “we”, “us”) that governs your use of Phoenix Code (the “Product”), unless other terms accompany the Product.

This Agreement applies only to official Phoenix Code builds distributed by the Company (including installers, binaries, updates, and Company-operated online services).

If you obtain Phoenix Code source code from https://github.com/phcode-dev/phoenix, that source code is licensed under the GNU Affero General Public License (AGPL) and is not governed by this Agreement except for any separate proprietary components the Company distributes outside the AGPL repository.


By clicking “I Agree”, or by downloading, installing, accessing, or using the Product, you confirm that you have the legal capacity to enter into this Agreement and that you agree to be bound by its terms.

If you do not agree, do not install or use the Product.


PLAIN-ENGLISH SUMMARY (NON-BINDING)

This summary is provided for convenience only. The full legal terms below control.


1. OVERVIEW AND SCOPE

This Agreement governs your installation and use of the Product, including:

The Product may include both Community Edition (free) features and Pro Edition (paid) features within the same application.

Your ability to use certain features depends on whether you have an active Phoenix Pro Plan or other entitlement.

Online Services: If you use Company-operated online services (accounts, publishing/preview, AI features, or other service-backed features), those services may also be governed by our Terms of Service: https://phcode.io/terms-of-service.html. If there is a conflict, the Privacy Policy controls for privacy/data processing, the EULA controls for the Product, and the Terms of Service control for the Services.


2. DEFINITIONS


3. LICENSE STRUCTURE AND EDITIONS

3.1 Unified Application License

The Installer and distributed application binary are licensed under this Agreement.

This Agreement governs use of:

Feature availability depends on your plan/entitlements.


3.2 Community Edition and Open-Source Components

Certain components may be made available under open-source licenses (including the GNU Affero General Public License (AGPL)) when the Company separately distributes specific source code under those licenses.

Open-source components are governed solely by the applicable open-source license.

This Agreement does not replace or override applicable open-source licenses for source code expressly released under them.

The compiled binaries and Installer provided by the Company are not distributed under AGPL.


3.3 Pro Edition (Commercial)

Pro Edition features are proprietary and licensed under this Agreement only.


4. PRO ACCESS, TRIALS, LIFETIME PLANS, AND DOWNGRADES

4.1 Pro Access

Access to Pro Edition features requires an active Phoenix Pro Plan or other entitlement.

Plan details, eligibility, feature availability, and usage limits (including any quotas or exclusions for specific plan types such as educational plans) are described at purchase, in-product, and/or in the Phoenix Pro Plan Terms. https://phcode.io/phoenix-pro-plan-terms.html.


4.2 Automatic Downgrade

If your Phoenix Pro Plan expires, is cancelled, or otherwise ends, the Product automatically reverts to Community Edition functionality. No additional notice is required.


4.3 No Data Deletion

Downgrading does not delete Your Content. Some Pro features and related data formats/outputs may become unavailable or restricted.


4.4 Lifetime Plan Terms

A Lifetime Plan grants long-term access to eligible Pro Edition features that run entirely on your device, subject to this Agreement and your compliance with it.

Lifetime does not mean we must provide updates, support, or Online Services forever.

  1. Perpetual use of eligible on-device features: You may continue using the last Pro-enabled version you are entitled to indefinitely for eligible on-device Pro features.
  2. Updates and service-backed features limited by Lifetime Update Period: Your entitlement to updates, upgrades, support, and any Pro features that rely on Online Services may be limited to the Lifetime Update Period stated at purchase.
  3. Online Services may change: Online Services (including hosted libraries, cloud features, licensing, AI, or other service-backed features) may be modified, limited, or discontinued as described in Section 6.
  4. Feature classification reference: The Company may publish which Pro features are on-device vs service-backed in the Phoenix Pro feature set/Documentation.

4.5 Activation, License Checks, and Internet Requirements

Some Pro features (including trial, subscription, and Lifetime Plan entitlements) may require:

If verification cannot be completed for a period of time, Pro features may be temporarily unavailable until verification succeeds. Community Edition features may remain available.


4.6 Pro Activation and Credential Sharing

Pro Edition access is granted through a Phoenix Pro Plan entitlement (for example via account sign-in, license key, or other activation method described in the applicable plan terms). Unless your plan terms expressly allow otherwise, Pro entitlements are personal to the purchaser/authorized user, and you may not share or make Pro access available to others (including by sharing credentials, keys, tokens, or activated copies).


5. LICENSE GRANT

Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Product for your internal personal or business purposes.

Unless the Company’s plan terms specify otherwise:

All rights not expressly granted are reserved by the Company.


6. UPDATES, ONLINE SERVICES, AND AVAILABILITY

6.1 Updates and Changes

The Company may provide updates, upgrades, patches, or feature changes. Some updates may be required to maintain security, compatibility, or continued operation.

We may add, modify, limit, or discontinue features at any time, including Pro features and Online Services.


6.2 Online Services

Some features rely on Online Services operated by the Company or third parties. The Company will use commercially reasonable efforts to operate Online Services in a reliable manner, but Online Services may from time to time be unavailable due to maintenance, upgrades, outages, security issues, capacity limits, third-party service failures, or events beyond our reasonable control.

We may add, modify, limit, or discontinue Online Services (including related features), and may change eligibility, limits, or access requirements.

For paid Phoenix Pro Plans, if we elect to discontinue an Online Service (or a paid feature that materially depends on that Online Service), we will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice where reasonably practicable. We may discontinue or suspend Online Services immediately (or with shorter notice) if required by law, to address security, fraud, or abuse, or to prevent material harm to the Company, users, or third parties.

If an Online Service is discontinued, you may still be able to use Product features that do not depend on that Online Service. Mandatory consumer rights remain unaffected.


7. RESTRICTIONS

You may not:


8. YOUR CONTENT AND OWNERSHIP

8.1 You Own Your Content

You retain ownership of Your Content. The Company does not claim ownership of your code, files, or projects.

8.2 Access to Your Content

By default, we do not see or have access to Your data in the Product.

To provide Product features (including sync, collaboration, AI Features, or Online Services), the Product may process or transmit Your Content as needed to perform the function you request.

When a feature first requires transmitting Your Content, the Product will notify you and ask for your permission before sending any data. After you grant permission for that feature, similar transmissions for the same feature may occur without additional prompts to improve usability. You can withdraw consent for future transmissions by disabling the relevant feature or changing the applicable settings (if available).


9. PRIVACY, HEALTH REPORTS, AND AI DATA USE

9.1 Privacy Policy

Our privacy practices are described in the Company’s Privacy Policy: https://phcode.io/privacy.html.

9.2 Health Reports (Anonymous Usage Statistics and Error Reports)

Phoenix Code provides optional Health Reports that collect anonymous usage statistics and error/diagnostic reports to help us prioritize features, find bugs, and improve usability and stability.

  1. No personally identifiable information in Health Reports: Health Reports are designed so that the Company does not collect or process personally identifiable information through Health Reports.

  2. Install ID (random): Health Reports may include a randomly generated Install ID created on installation to measure anonymous counts and trends over time. The Install ID is not derived from device hardware identifiers and is not intended to identify you. We do not use the Install ID to directly identify you, and it is not your account identifier.

  3. Preview and control: You can view what would be sent and enable/disable Health Reports in the Product (for example, Help > Health Report).

  4. Necessary anonymous health indicators: Certain anonymous measurements may be collected as necessary app health indicators, such as:

    • security/app update status checks,
    • analytics library initialization,
    • anonymous user counts, and
    • anonymous usage time, which are aggregate statistics and do not include personal data.
  5. Support submissions: If you choose to send support materials, logs, screenshots, or files, those materials may include content you provide voluntarily and will be used to assist you and improve the Product.

9.3 No AI Training

By default, the Company does not use Your Content (including code, files, or prompts) to train AI models, unless you explicitly opt in or otherwise grant permission in a manner that clearly indicates your intent.

9.4 AI Feature Processing

If you use AI Features:

If AI Features involve Third-Party Software or third-party AI services, those providers may process data under their own terms, and details may be described in the Privacy Policy or Documentation.

9.5 Account and Subscription Data (Separate from Health Reports)

If you create an account or purchase a Phoenix Pro Plan, the Company may process account and subscription information (such as email address and plan status) to provide authentication, billing, entitlement management, fraud prevention, and customer support. This processing is governed by the Privacy Policy.


10. THIRD-PARTY SOFTWARE

The Product may include or depend on third-party software components, libraries, and services (“Third-Party Software”) that are governed by their own licenses or terms. Your use of Third-Party Software is subject to those third-party licenses and terms.

Third-Party Software license notices and attributions are provided with the Product and/or made available at:

If there is a conflict between this Agreement and a Third-Party Software license regarding that Third-Party Software, the Third-Party Software license will control for that component. Third-Party Software is provided by its respective owners, and the Company does not make any warranties on behalf of third-party licensors.


11. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Product and Online Services are provided “as is” and “as available.”

The Company disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Product will meet your requirements, operate without interruption, be secure, or be error-free, or that defects will be corrected.


12. LIMITATION OF LIABILITY

We are not responsible for indirect or consequential losses, such as lost profits, lost data, or business interruption. To the maximum extent permitted by law:

  1. The Company is not liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business interruption, arising out of or related to the Product or this Agreement.

  2. The Company’s total aggregate liability arising out of or relating to this Agreement will not exceed:

    • for paid plans: the total amount you paid to the Company for the subscription during the most recent paid billing period or term immediately before the event giving rise to the claim; if you paid for an annual term in advance, this amount will be calculated on a pro-rata basis for the portion of the annual term that elapsed before the event giving rise to the claim, and
    • for free users: no liability (except to the extent liability cannot be excluded under applicable law),
  3. You agree that the limits in this Section are the maximum amounts the Company will be responsible for, and you will not seek compensation for any loss or damage in excess of those limits. These limitations apply even if we have been advised of the possibility of such damages and even if any remedy fails of its essential purpose. Nothing in this Agreement limits liability where it cannot be limited under applicable law.


13. TERM, TERMINATION, AND SURVIVAL

13.1 Term

This Agreement applies while you use the Product.

13.2 Termination

You may stop using the Product at any time.

The Company may terminate or suspend your rights to use the Product (including Pro features or Online Services) if you breach this Agreement, if required for legal compliance, or if the Product is discontinued.

13.3 Effect of Termination

Upon termination, you must stop using the Product. However, if you purchased a Lifetime Plan and we terminate solely due to Product discontinuation (not your breach), you may retain the right to use the last entitled version for eligible on-device features, subject to applicable law.

13.4 Survival

Sections that by their nature should survive termination will survive, including Sections on ownership, privacy/AI data use (as applicable), disclaimers, limitation of liability, governing law, and dispute provisions.


14. EXPORT AND SANCTIONS COMPLIANCE

You must comply with applicable export control and sanctions laws. You may not use or export the Product in violation of such laws.


15. GOVERNING LAW, JURISDICTION, AND COMPANY INFORMATION

This Agreement is governed by the laws of India, without regard to conflict of laws principles.

Subject to applicable consumer protection laws, the courts located in Ernakulam, Kerala, India will have exclusive jurisdiction over disputes arising from or relating to this Agreement.

Mandatory consumer rights available under applicable law remain unaffected.

Company Information

CORE.AI SCIENTIFIC TECHNOLOGIES PRIVATE LIMITED (CIN: U72501KL2020PTC063362)

Registered Office: No. 6/858-M, 2nd Floor, Suite No. 695 Valamkottil Towers, Judgemukku Kakkanad, Ernakulam, Kerala – 682021 India

Contact: legal@core.ai


16. CHANGES TO THIS AGREEMENT

We may update this Agreement from time to time.

Unless otherwise required by applicable law, we are not obligated to provide notice of updates to this Agreement. However, if (a) you have a paid Phoenix Pro Plan and a change would materially reduce your paid entitlements during an active paid term, or (b) we make a material change to our privacy practices, we will use commercially reasonable efforts to provide notice through reasonable means (for example, in-app notice, on our website, or via email associated with your account). Any updated Agreement will apply prospectively from its effective date.

By continuing to use the Product after the effective date of an updated Agreement, you accept the updated terms. If you do not agree, you must stop using the Product.


17. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and the Company regarding the Product and supersedes all prior agreements or understandings relating to the Product.

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

The Company’s failure to enforce any right or provision does not constitute a waiver.

You may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement as part of a merger, acquisition, or sale of assets.