ivyxivyx

Terms of Service

Last updated: Sep 9, 2026

These terms are the agreement behind three things: downloading and running IVYX Studio, using the gateway, and publishing to the IVYX marketplace. The commercial terms in section 5 are the ones that decide whether you owe us anything, so they are stated before the boilerplate rather than after it.

By downloading, installing or using IVYX Studio, or by publishing to the marketplace, you agree to these terms. If you are agreeing on behalf of a company, you confirm you are authorised to bind it, and "you" means that company.

Contents

1. Who you are contracting with

IVYX is a product of PunicaLab. Your contract is with [[TBD: full registered company name]], registered in [[TBD: country]] under company number [[TBD: number]], with its registered office at [[TBD: registered address]] ("IVYX", "we", "us").

Notices to us under these terms go to legal@ivyx.io [[TBD: confirm this mailbox exists, or replace with hello@ivyx.io]]. Notices to you go to the email address on your account.

2. Changes to these terms

We may change these terms. The date at the top of this page is the date the wording last changed, and superseded versions are available on request.

For changes that materially reduce your rights or increase your obligations, we will give at least 30 days' notice by email to the address on your account before they take effect, and they will not apply retroactively to a licence term you have already paid for. Continuing to use IVYX Studio after a change takes effect is acceptance of it. If you do not accept a material change, you may terminate under section 12 and we will refund the unused part of any prepaid fee.

3. Definitions

  • IVYX Studio is the desktop application we distribute for macOS and Linux, including the ivyx command-line binary that ships inside it.
  • The gateway means serving capabilities to MCP clients, checking a policy file, and verifying an evidence package.
  • Extension means a package that adds capabilities to IVYX Studio, whether published by us or by a third party.
  • The marketplace means the IVYX registry at registry.ivyx.io and its listings on this website.
  • Seat means one named individual authorised to use a paid licence. Seats are named, not concurrent, and may be reassigned when a person leaves their role, but not rotated between people to share one seat.
  • Your content means the code, notebooks, datasets, models, policy files and evidence packages you create or process with IVYX Studio.

4. Your account

An account holds your email address, a hash of your password, and your tier. It is what carries your licence: you sign in once and the app is licensed, and signing in on a second machine licenses that machine too.

  • You must give an accurate email address and keep your credentials confidential. Everything done through your account is your responsibility.
  • An account is for one individual. Paid seats are assigned to named individuals, and account credentials must not be shared.
  • You must be at least 16 years old, or the minimum age for digital consent where you live if that is higher, to create an account.
  • Tell us at support@ivyx.io if you believe your account has been compromised.
  • You may delete your account at any time from your account page or by writing to us. Deleting it ends any free licence attached to it; paid licence terms are handled under section 12.

5. Licence to use IVYX Studio

Subject to these terms, we grant you a non-exclusive, non-transferable, revocable licence to install and use IVYX Studio for the tier that applies to you. We license IVYX Studio to you; we do not sell it.

5.1 Personal use is free

IVYX Studio is free, with no trial period and no expiry, for:

  • personal use;
  • students and teachers, for education;
  • a company with fewer than 250 employees and less than 10 million US dollars in annual revenue.

Both company thresholds must be satisfied for the free tier to apply. "Employees" means all staff and contractors across the group, and "annual revenue" means group-wide revenue for your last completed financial year, both measured for the whole corporate group rather than one subsidiary or team.

5.2 Business and Team

A company above either threshold in 5.1 needs a Business or Team licence, priced per seat as shown on the pricing page. Team adds the shared-policy, approval-routing, run-archive, bulk-evidence and SSO features listed there.

Company size is a licence term, not a technical check. IVYX Studio does not measure your organisation and does not report on it. If you cross either threshold during a licence term, you must tell us and take a paid licence within 30 days.

5.3 Enterprise

Enterprise covers self-hosted registry, air-gapped installation, compliance controls, and an SLA with dedicated support. Enterprise terms, including the SLA, are set out in a separate order form and, where the deployment processes personal data on our behalf, a data processing agreement. Where an order form conflicts with these terms, the order form wins.

5.4 The gateway is free in every tier

Serving capabilities to an MCP client, checking a policy file, and verifying an evidence package never require a paid licence, in any tier and without a volume limit. A record a third party cannot verify for free is not a record, so verification stays free deliberately, and we will not put it behind a paid tier for existing installations.

5.5 What the licence does not permit

You may not:

  • resell, sublicense, rent or host IVYX Studio as a service for third parties, unless an order form says otherwise;
  • remove or alter licence checks, product identifiers, or copyright and attribution notices;
  • reverse engineer the software except to the extent that right cannot be excluded by law;
  • use a free Personal licence in a company above the section 5.1 thresholds;
  • use one seat for more than one individual.

6. Fees, invoicing and renewal

Paid licences are agreed with us directly rather than bought through a checkout on this website. The following applies to them.

  • Quote and order. Fees, seat count, currency and term are those in the quote or order form you accept. The prices on the pricing page are our current list prices and are not themselves an offer.
  • Invoicing. Business and Team are quoted per seat per month and invoiced annually in advance unless your order form says otherwise. Enterprise is invoiced per deployment per year.
  • Payment. Invoices are payable within 30 days of the invoice date [[TBD: confirm standard payment terms]]. Late amounts may accrue interest at the statutory rate, and we may suspend paid-tier features under section 12 after written notice.
  • Taxes. Fees are exclusive of VAT, sales tax, withholding and any other applicable tax, which you pay in addition. If you are required to withhold tax, you gross up so we receive the invoiced amount.
  • Adding seats. Seats added mid-term are invoiced pro rata for the remainder of the term.
  • Renewal. A term renews for the same length unless either of us gives written notice at least 30 days before it ends. We may change list prices for a renewal term with at least 60 days' notice before the renewal date.
  • Refunds. Fees are non-refundable except where these terms say otherwise, or where the law gives you a refund right we cannot exclude.

7. Acceptable use

You must not:

  • publish or distribute an extension that is malicious, infringing, deceptive, or unlawful;
  • abuse the registry or the account API, attempt to disrupt or overload them, or circumvent their rate limits or authentication;
  • probe or attack our infrastructure, except under a security disclosure we have agreed in writing;
  • use IVYX Studio to process content you have no right to process, or in breach of a law or a right that applies to you;
  • misrepresent an evidence package, a policy verdict or a signature, including presenting a record as verified when it is not, or altering a record after it was signed.

The last item matters more here than in most software: the product's purpose is to produce records a third party can rely on. Falsifying one is a breach we will terminate for.

8. Extensions and the marketplace

8.1 Extensions you install

Extensions are provided by their authors under their own licences, and installing one is an agreement between you and that author. We do not warrant third-party extensions.

Be aware of what installation means technically: an extension loads into the application's own runtime and runs with the same privileges as IVYX Studio itself, which is the privileges of your user account on your machine. The permissions shown in a listing are the author's install-time declaration, published through a review gate. They are disclosure, not a runtime sandbox, and nothing in the product confines an extension to them once installed. Install extensions you trust, and treat the source as you would any dependency you add to your own project.

8.2 Publishing

Publishing to the registry needs a bearer token, which we issue. Tokens are issued to identified publishers, are not transferable, and may be revoked under section 12.

When you publish, you keep all rights in your extension, and you grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit and display it, and its metadata and documentation, so that we can distribute it through the marketplace and show it on this website. That licence lasts as long as your extension is listed, plus the time reasonably needed to remove it from caches and mirrors.

You warrant that you have the rights to grant that licence, that your extension does not infringe anyone's rights, that its declared permissions and metadata are accurate, and that it contains no malicious code.

8.3 Removal and takedown

You may unlist your extension at any time. Copies already installed stay on the machines that installed them; we cannot recall them.

We may remove or unlist an extension, with notice where practical, if we reasonably believe it breaches these terms, infringes a third-party right, or presents a security risk to users. Where the risk is active we may act first and give notice afterwards. To report an infringing or malicious extension, write to legal@ivyx.io with enough detail to identify the listing and the right or risk concerned; you may appeal a removal to the same address.

9. Intellectual property

We and our licensors own IVYX Studio, the punica-editor substrate, the registry, this website, and the IVYX and PunicaLab names and logos. These terms grant you the licence in section 5 and nothing else; no trademark licence is granted.

Your content is yours. We claim no ownership of your code, notebooks, datasets, models, policy files or evidence packages, and IVYX Studio does not transmit them to us. The only exception is the licence you grant in 8.2, for material you choose to publish.

Feedback you send us may be used without restriction or obligation. If you contribute code to one of our repositories, the licence in that repository governs the contribution.

10. Connected third-party services

IVYX Studio can connect to services you choose, such as hosted models, AI providers, container registries and tracking servers. When you connect one, your requests go to that provider under its own terms and privacy policy, and it becomes responsible for what it does with them. We are not a party to that relationship, do not control those services, and are not liable for them. You are responsible for having the right to send whatever you send.

11. Support and availability

Support for free tiers is best-effort through support@ivyx.io, with no response-time commitment. Paid tiers get support as described on the pricing page, and Enterprise gets the SLA in its order form. Where no SLA applies, the registry and this website are provided without an availability commitment, and we may take them down for maintenance.

IVYX Studio is designed to keep working offline after one sign-in, so registry downtime does not stop the app from running.

12. Term, suspension and termination

These terms apply for as long as you use IVYX Studio, hold an account, or have an extension listed.

  • By you. Stop using the software and delete your account. Terminating a paid term early does not entitle you to a refund unless section 2 or the law says otherwise.
  • By us, for breach. We may suspend or terminate your licence, account, or publisher token if you materially breach these terms and do not fix it within 14 days of our written notice. We may act immediately where the breach is a security risk, a falsified record, unlawful content, or non-payment more than 30 days overdue.
  • By us, otherwise. We may terminate a free licence, or discontinue a free service, with 30 days' notice.
  • On termination. Your licence to use IVYX Studio ends and you must stop using it. Your listings may be unlisted. Sections 6 (for amounts already due), 9, 13, 14, 15, 16 and 17 survive.
  • Your data. Account deletion and data retention are covered in the privacy policy. Your local work is unaffected by termination: it is on your machine and we cannot reach it.

13. Disclaimers

Except where these terms expressly say otherwise, IVYX Studio, the gateway, the registry and this website are provided "as is" and "as available", and we disclaim all implied warranties, including fitness for a particular purpose, merchantability, and non-infringement, to the extent the law allows.

Two disclaimers specific to what this product does, stated plainly because they affect how you should rely on it:

  • A policy decision is a decision about a declared action, not a guarantee about your systems. IVYX evaluates the rules you give it against the arguments of a capability call, and records the verdict. It does not audit your infrastructure and cannot guarantee that a permitted action was safe or that your policy expresses your obligations correctly. The rules are yours.
  • An evidence package records what happened; it is not legal or regulatory advice. Whether a record satisfies an obligation that applies to you is a question for you and your advisers. We do not warrant that using IVYX Studio makes you compliant with any law, framework or standard.

14. Limitation of liability

Nothing in these terms limits liability that cannot be limited by law. That includes liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, and, if you are a consumer, your mandatory statutory rights.

Subject to that:

  • Neither of us is liable for indirect, incidental, special or consequential loss, or for lost profits, lost revenue, lost or corrupted data, or business interruption, even if the loss was foreseeable.
  • Our total aggregate liability arising out of or in connection with these terms is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim, and 100 US dollars.
  • We are not liable for loss caused by a third-party extension, a service you connected under section 10, or your own policy configuration.

You are responsible for keeping backups of your work.

[[TBD: have counsel confirm this cap and these exclusions against the law of the governing jurisdiction in section 16, and against consumer law in the markets you sell into. A cap that is void as drafted is worse than a lower one that holds.]]

15. Indemnity

If you use IVYX Studio as a business, you will indemnify us against third-party claims, and the reasonable legal costs of defending them, arising from an extension you published, content you processed in breach of section 7, or your breach of these terms. We will notify you of any such claim promptly, let you control the defence of it, and not settle it without your consent.

16. Governing law and disputes

These terms are governed by the laws of [[TBD: governing law, which must match the contracting entity in section 1]], and the courts of [[TBD: venue]] have exclusive jurisdiction, except that if you are a consumer you keep the right to bring proceedings in the courts of your own country of residence and to rely on its mandatory consumer law.

Before starting proceedings, please write to legal@ivyx.io and give us 30 days to resolve the matter.

17. General

  • Entire agreement. These terms, plus any order form and data processing agreement, are the whole agreement between us on their subject, and replace any earlier version.
  • Order of precedence. An order form, then a data processing agreement, then these terms.
  • Assignment. You may not assign these terms without our written consent, except to a successor of your whole business. We may assign to a group company or in connection with a merger or sale of the business, provided your rights are not reduced.
  • Severability. If a provision is unenforceable, it is limited or removed to the minimum extent necessary and the rest stays in force.
  • No waiver. Not enforcing a provision is not a waiver of it.
  • Force majeure. Neither of us is liable for a delay caused by an event beyond our reasonable control, other than an obligation to pay.
  • Notices. By email, to the addresses in section 1 and 2, effective the next business day.
  • Export and sanctions. You confirm that you are not subject to sanctions that would prohibit us supplying you, and that you will not export IVYX Studio in breach of applicable export control law.
  • Language. These terms are drafted in English. A translation is provided for convenience; the English version governs. [[TBD: keep or drop once a second language ships]]
  • Relationship. Nothing here creates a partnership, agency or employment relationship.

18. Contact

General questions: hello@ivyx.io. Licensing and purchasing: sales@ivyx.io. Support: support@ivyx.io. Legal notices, takedowns and disputes: legal@ivyx.io. How we handle your data: the privacy policy.

This document sets out contract terms and is not legal advice. It has not yet been reviewed by counsel; the bracketed items above are open.