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Talisman Platform License

Version 1.4, effective November 1, 2026

This Talisman Platform License Agreement (the "Agreement") is entered into between Talisman Cloud Inc. doing business as Talisman Platform ("Talisman Platform"), and the individual or legal entity accessing or using the Software ("Customer"). If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such an entity to this Agreement, in which case the term "Customer" refers to that entity.

By downloading, installing (including via an IDE marketplace), accessing, or using the Software, applying a License File, executing this Agreement or any document that references it (including an Order), or clicking an "I agree" button or similar mechanism, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to these terms, Customer must not download, install, access, or use the Software.

1. Definitions

  1. "Talisman Server" means the Talisman Platform server software and container image (currently identified as talisman-server, or any successor image) used to host, manage, or run integration environments and workloads, including its embedded Talisman Studio Web interface.

  2. "Talisman Studio for VS Code" means the Talisman Platform extension for Visual Studio Code.

  3. "Studio Runtimes" means the Talisman Development Runtime (talisman-devmode), Talisman Build Runtime (talisman-builder), and Talisman AI Assistant (talisman-ai) container images (or any successor images) launched by Talisman Server (including Talisman Studio Web), Talisman Studio for VS Code, or triggered in Customer's continuous integration (CI) pipelines (such as upon pushing code to a Git repository) to run, build, and assist with integrations.

  4. "Software" means Talisman Server, Talisman Studio for VS Code, and the Studio Runtimes, collectively, including any security patches, updates, templates, or other modifications supplied by Talisman Platform.

  5. "Subscription" is a commercial offering from Talisman Platform consisting of a license to use, and access to Support for, the Software for a specific period of time, as detailed in an Order.

  6. "Subscription Period" is the duration of a Subscription as specified in an Order (typically twelve (12) months for an "Annual Subscription").

  7. "Order" is a document signed or accepted by Customer authorizing the purchase of a Subscription, the Support Plan, associated fees, and any additional terms offered by Talisman Platform.

  8. "License File" means the cryptographic key file issued by Talisman Platform to Customer as proof of entitlement to unlock commercial use of applicable Software components released on or before the end of the Subscription Period.

  9. "Support" means support provided by Talisman Platform for the Software according to Section 5.1.

  10. "Users" means Customer’s employees, contractors, and other individuals authorized to access and use the Software on Customer’s behalf.

  11. "Developer Seat" means a single individual User authorized by Customer to use Talisman Studio Web, Talisman Studio for VS Code, the Studio Runtimes, and a development Talisman Server for development, configuration, testing, or maintenance purposes. A Developer Seat may be assigned to only one individual at a time and may not be shared concurrently.

  12. "Server Instance" means a single concurrently running container of Talisman Server within a container environment or orchestration namespace, excluding temporary container overlap during rolling upgrades or restarts.

  13. "Server Subscription" means a Subscription licensing a single non-development Server Instance (such as testing, staging, or production environments).

2. License Grant

  1. Free License for Trial Use. Talisman Platform hereby grants Customer and its Users a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license to use a version of the Software released within the preceding one hundred eighty (180) days (measured at the time of each use) for a period of up to thirty (30) days solely to evaluate Software capabilities ("Trial Period"). For Talisman Studio for VS Code (and its launched Studio Runtimes), the Trial Period begins locally upon each User's first use in a supported local environment on an individual machine and requires no License File. For Talisman Server, the Trial Period begins upon Customer's initial deployment of the server for evaluation. Upon expiration of the 30-day Trial Period or once the installed build exceeds 180 days from its release date, the right to use the Software on that machine or evaluation server ceases unless covered by a valid Subscription.

  2. License for Commercial Use. If Customer purchases a Subscription, Talisman Platform grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license to permit Customer’s Users to access and use the Software during the Subscription Period, subject to the quantities specified in the applicable Order and governed by the following rules:

    a. Per-Developer Seat Licensing. Each Developer Seat permits one named User to use Talisman Studio Web, install and use Talisman Studio for VS Code on that User’s machines, run the Studio Runtimes, and access a development Talisman Server. Developer Seats may not be shared, pooled, or rotated among multiple individuals. Customer may also run Talisman Build Runtime in automated build and continuous integration pipelines, provided every User who authors or modifies integrations using the Software holds a Developer Seat.

    b. Per-Server Instance Licensing. Every non-development Server Instance (such as testing, staging, or production) requires one (1) Server Subscription. Users who view, monitor, manage, or operate licensed Server Instances (including a development Talisman Server) do not require a Developer Seat, provided they do not use Talisman Studio Web, Talisman Studio for VS Code, or the Studio Runtimes to develop or modify integrations.

    c. Zero Runtime Tax (Built Integrations). Integrations compiled and built using the Software run independently of the Software. Customer may deploy, execute, and distribute Customer-Created Artifacts across any number of environments perpetually, royalty-free, and without requiring a Developer Seat, Server Subscription, or active Agreement.

3. Intellectual Property and Ownership

  1. Talisman Platform's Intellectual Property. All right, title, and interest, including all intellectual property rights, in and to the Software (including Talisman AI Assistant system prompts, skills, and agent instructions) and all modifications or derivative works thereof, are owned exclusively by Talisman Platform or its licensors. All rights not expressly granted herein are reserved by Talisman Platform.

  2. Customer Intellectual Property (Customer-Created Artifacts). Notwithstanding Section 3.1, Customer retains all right, title, and interest in and to the code, configuration, and data created by Customer, its Users, or generated via Talisman AI Assistant utilizing the Software ("Customer-Created Artifacts"), including integration service source code, configuration files, compiled executable code, and built container images. To the extent permitted by applicable law, as between the parties, Talisman Platform assigns to Customer any right, title, and interest in output generated by Talisman AI Assistant for Customer.

  3. Talisman-Supplied Project Files. Standard templates, configuration files, build scripts, and CI pipeline definitions supplied by the Software and injected into Customer’s projects remain the intellectual property of Talisman Platform. However, Talisman Platform hereby grants Customer a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, modify, compile, and distribute such supplied files solely as incorporated into Customer’s projects and Customer-Created Artifacts.

  4. Feedback. Any suggestions, comments, or improvement ideas regarding the Software or Support provided by Customer ("Feedback") belong exclusively to Talisman Platform. Customer hereby assigns all right, title, and interest worldwide in Feedback to Talisman Platform without compensation or restriction.

4. Conditions of Use

A license granted under this Agreement is valid only if Customer and its Users adhere to the following conditions:

  1. Copyright Notices. Customer shall not remove or alter any copyright or license notices in the Software.

  2. Modification. Except as expressly permitted for Talisman-supplied project files under Section 3.3 or by applicable open-source licenses under Section 10.3, Customer shall not modify, alter, decompile, decrypt, disassemble, translate, or reverse engineer the Software.

  3. Distribution, Mirroring, and Hosted CI. Customer shall not sublicense, transfer, lease, rent, or distribute the Software or any License File to any third party. Notwithstanding the foregoing, Customer may: (a) mirror and store Software container images and dependencies in Customer’s private or air-gapped internal registries; and (b) execute Talisman Build Runtime on third-party hosted CI/CD runners solely to run Customer’s internal build pipelines.

  4. SaaS. Unless authorized by Talisman Platform, Customer shall not make the Software available as a hosted, Software-as-a-Service, or managed service offering to third parties.

  5. General Restrictions. Customer shall not: (i) fail to comply with all applicable laws regarding Software use; (ii) distribute malicious code via the Software; (iii) use the Software other than for Customer’s internal business use; or (iv) use unauthorized modified versions of the Software or build a competitive product.

5. Subscription Terms and Conditions

  1. Support. Talisman Platform will provide Support during the Subscription Period subject to the Support Policy at https://docs.talismanplatform.com/subscription/support-policy.

  2. Increases in Software Use. Customer may increase its Developer Seats or Server Instances during the Subscription Period by promptly notifying Talisman Platform and paying the applicable prorated Fees.

  3. Subscription Renewal. Unless otherwise specified in an Order, Subscriptions automatically renew for additional one (1) year periods at Talisman Platform’s then-current pricing unless either party gives written notice of non-renewal at least ninety (90) days prior to the end of the active Subscription Period.

  4. Changes to Software or Support. Talisman Platform may modify or update the Software or Support from time to time, provided such changes do not materially reduce core functionality during an active Subscription Period. If a change materially and adversely affects Customer’s use of the Software, Customer may terminate the affected Subscription on written notice within thirty (30) days of the change and receive a pro-rata refund of prepaid, unused fees as its sole remedy.

  5. Audit and License Enforcement. Upon reasonable notice during regular business hours, Customer will permit Talisman Platform to audit Customer’s deployment and usage of Developer Seats and Server Instances, honoring Customer’s confidentiality and security requirements. If non-compliance is discovered, Customer shall pay the audit costs and prorated fees for excess usage at the most proximate Order rates (deemed to have commenced at the start of the Subscription if the start date cannot be determined). Talisman Platform reserves the right to introduce or extend cryptographic License File checks in Talisman Server or other Software components.

6. Fees and Payment

  1. Fees. Talisman Platform will invoice Customer upon Order authorization or renewal. Unless otherwise specified in the Order, payments are due within thirty (30) calendar days of invoice receipt and are non-refundable. Talisman Platform may suspend performance if payment is more than sixty (60) calendar days past due. Past due amounts incur interest at 1.5% per month (or the highest rate permitted by law, if less), and Customer will reimburse collection costs, including reasonable legal fees, for undisputed overdue amounts.

  2. Taxes. Fees are exclusive of all sales, use, value-added, or other taxes, duties, or levies ("Taxes"), excluding taxes on Talisman Platform’s net income. Customer is responsible for all Taxes and must gross up payments if required by law to withhold any taxes so Talisman Platform receives the full invoiced amount.

  3. Purchase Orders. Terms on any Customer purchase order not countersigned as an "Order" are for administrative purposes only and are null and void.

7. Term & Termination

  1. Term and Perpetual Fallback. This Agreement remains in effect for the Trial Period or active Subscription Period. Upon expiration of a paid Subscription Period, Customer may continue to use the specific versions of the Software released on or before the expiration date of that Subscription Period, without updates, upgrades, or Support, strictly subject to the Developer Seat and Server Instance limits in effect at expiration. Versions released after the Subscription Period expires require an active Subscription and updated License File.

  2. Termination for Cause. Either party may terminate this Agreement on written notice if the other party breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice. Talisman Platform may terminate a Trial upon ten (10) days' written notice.

  3. Effect of Termination. Upon termination of this Agreement:

    a. all unpaid fees are immediately due upon receipt of the final invoice;

    b. except where continued fallback use is permitted under Section 7.1 (and excluding terminated Trials or termination for Customer’s breach), all licenses to the Software cease and Customer must delete the Software and License Files from its systems; and

    c. Survival of Customer Artifacts. Customer’s ownership and licenses under Sections 2.2(c) (Zero Runtime Tax), 3.2 (Customer-Created Artifacts), and 3.3 (Talisman-Supplied Project Files) survive any expiration or termination of this Agreement.

8. Disclaimer of Warranties and Limitation of Liability

  1. Disclaimer of Warranties. THE SOFTWARE AND ANY AI-GENERATED OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TALISMAN PLATFORM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. OUTPUT GENERATED BY TALISMAN AI ASSISTANT OR THIRD-PARTY AI PROVIDERS MAY CONTAIN ERRORS OR INACCURACIES; CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ALL AI-GENERATED CODE AND ARTIFACTS PRIOR TO USE.

  2. Limitation of Liability. TALISMAN PLATFORM’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL TALISMAN PLATFORM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidential Information and Data Privacy

  1. Confidentiality. Each party ("Receiving Party") shall keep confidential all proprietary or confidential information disclosed by the other party ("Disclosing Party") in connection with this Agreement ("Confidential Information") and use it only to fulfill its obligations hereunder. Confidential Information excludes information that is: (i) previously known without restriction; (ii) publicly available through no fault of the Receiving Party; (iii) independently developed; or (iv) required to be disclosed by law.

  2. No Telemetry; AI Session Records. The Software does not transmit Customer project data, telemetry, or usage reporting to Talisman Platform. Local records and context captures of AI sessions generated by the Software remain stored within Customer’s environment under Customer’s sole control.

10. Miscellaneous

  1. Assignment. Customer may not assign this Agreement without Talisman Platform’s prior written consent. Talisman Platform may assign this Agreement to a successor by merger, reorganization, or sale of assets or stock.

  2. Entire Agreement; Modification. This Agreement and applicable Orders constitute the entire agreement between the parties. Talisman Platform may amend this Agreement upon thirty (30) days’ written notice to Customer.

  3. Third-Party Software, Repositories, and AI Services.

    a. Open Source and Bundled Components. The Software includes or interacts with open-source and third-party components (including open-source components developed by Talisman Platform) as identified in the Software’s accompanying notice files or at https://docs.talismanplatform.com/subscription/third-party ("Third-Party Software"). Third-Party Software is governed solely by its applicable open-source or third-party licenses, and restrictions in this Agreement do not apply to the extent prohibited by those licenses.

    b. External Repositories, Catalogs, and Third-Party AI Providers. During development, startup, and builds, the Software and bundled Third-Party Software connect to third-party package repositories, container registries, and public metadata or AI model catalogs to fetch dependencies and model configuration data (which Customer may redirect to internal mirrors or disable where supported). Additionally, when Customer enables Talisman AI Assistant using Customer’s own API keys, project content is transmitted directly from Customer’s environment to Customer’s chosen third-party AI provider. All connections to external repositories, registries, catalogs, and third-party AI providers are governed solely by those third parties' respective terms and privacy policies, are outside the scope of Section 9.1 (Confidentiality), and Talisman Platform assumes no liability for Third-Party Software or third-party services.

  4. Governing Law. This Agreement is governed by the laws of the Province of Quebec, Canada, excluding conflict of law principles and the UN Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the federal and provincial courts in the Province of Quebec, Canada.

  5. Severability & Relationship. Unenforceable provisions will be replaced to reflect the parties' intent while the remainder stays in force. The parties are independent contractors.

  6. Notices. Notices must be in writing and are deemed given when delivered in person, three (3) business days after certified mailing, or the next business day via email.

  7. Export Compliance. Customer shall comply with all Canadian export control laws and represents it is not located in an embargoed jurisdiction or on Canada’s Area Control or SEMA lists.

  8. Construction & Order of Precedence. Headings are for reference only; "including" means "including without limitation." In case of conflict between this Agreement and an Order, the Order prevails solely for that Subscription.