Terms of Service

Version 2.1.

This agreement governs your use of the Canopy binary and any related services provided by Gulf Shield Technologies LLC.

1. Definitions

"Canopy" — the software binary and associated tools distributed by Gulf Shield Technologies LLC.
"Gulf Shield Technologies" — Gulf Shield Technologies LLC, a Florida limited liability company, the developer and licensor of Canopy.
"Customer" — the individual or entity that purchases a license and agrees to these Terms.
"License Key" — the cryptographically signed string generated after purchase that activates Canopy features.
"Tier" — the subscription level purchased (Solo, Pro, or Team), as described on the pricing page.
"Seat" — one individual developer authorized to use Canopy under a license. One seat = one person.
"Subscription" — the recurring billing relationship between the Customer and Gulf Shield Technologies, managed through Stripe.
"Community Mode" — the unlicensed operating mode available to all users without a License Key, providing limited demonstration features.
"Trial" — a 14-day period during which a paid subscription's features are available before the first charge.
"Consumer Customer" — an individual (natural person) who purchases a Canopy subscription primarily for personal, family, or household purposes, or for individual professional development or personal employment-related use. (Added in v2.1 draft)
"Business Customer" — any Customer that is not a Consumer Customer, including corporations, partnerships, limited liability companies, sole proprietorships with employees, nonprofit organizations, educational institutions, and government entities purchasing on behalf of the organization. A Customer who is uncertain of their classification is presumed to be a Consumer Customer for purposes of consumer-protection provisions of these Terms, and a Business Customer for all other purposes. (Added in v2.1 draft)
"Founding Member" — a Customer accepted into the Founding Member Program per the Founding Member Program Addendum. (Added in v2.1 draft)

2. License Grant

Subject to these Terms and timely payment of all fees, Gulf Shield Technologies grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable (on material breach per Section 13) right to download, install, and use the Canopy binary on any machine personally operated by the licensed developers, up to the number of Seats purchased.

2.1 Seat Definition

One Seat authorizes one individual developer to use Canopy. A "developer" is a human being — not a CI/CD runner, not an automated build system, not a shared service account. CI pipeline usage (via canopy ci) counts against Seats only if the CI system is running canopy on behalf of an individual developer's code changes; headless batch processing does not consume a Seat.

2.2 Team Tier Minimum

The Team tier requires a minimum purchase of 3 Seats. You may not purchase 1 or 2 seats at Team pricing.

2.3 Community Mode

Canopy may be used in Community Mode without a License Key and without payment. Community Mode is governed by these Terms except for the license fee obligations. Community Mode is a demonstration that provides limited features: 1 repository, 3 MCP tools (search, symbol lookup, health check), CLI-only operation, and a daily query limit. Community Mode does not include MCP server mode, dashboard, workflow composites, or multi-repo support. Community Mode features are described at gulfshieldtech.com/tools/ai/canopy/docs.

2.4 Trial Period

If Customer starts a subscription with a trial period, they receive full features of their selected Tier for 14 days. No charge is made during the trial. The trial converts to a paid subscription on day 15 unless cancelled before that date. Trial features match the purchased Tier exactly.

2.5 Customer representations — age, authority, sanctions

By purchasing or using Canopy, Customer represents and warrants that:

(a) Customer is at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is greater (per FL Stat. §743.07 for Florida residents);
(b) if Customer is purchasing on behalf of a legal entity, Customer has full authority to bind that entity to these Terms;
(c) Customer is not located in, under the control of, or a national or resident of any country subject to a US government embargo or designated by the US government as a "terrorist-supporting" country (currently including Cuba, Iran, North Korea, Syria, and certain regions of Russia and Belarus as specified in 15 C.F.R. Parts 730–774);
(d) Customer is not listed on any US government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals List.

2.6 Electronic signature and acceptance

These Terms and any related addenda may be accepted electronically. Pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in Florida (FL Stat. Ch. 668.50), Customer's click of an "I agree" or similar button, completion of a Stripe checkout page, or email confirmation of Founding Member acceptance constitutes a valid electronic signature with the same legal effect as a handwritten signature. Customer consents to receive electronic records from Gulf Shield Technologies in satisfaction of any obligation for written notice.

3. Prohibited Uses

Customer may not:

Reverse engineer the Canopy binary, except to the extent permitted by applicable law that cannot be contractually waived.
Redistribute the Canopy binary to individuals or entities who have not purchased their own license or are not covered by Customer's active Seat count.
Share License Keys across more developers than authorized by the purchased Seat count.
Sublicense or resell Canopy or access to Canopy to third parties.
Use Canopy to build a competing service — specifically, Customer may not use Canopy's output, architecture, or tool responses as the primary basis of a commercially-offered code intelligence service that directly competes with Canopy.
Remove or alter copyright notices, license notices, or any indication of origin in the binary or associated files.
Circumvent license validation, feature gating, or the license health check system in the binary.

The prohibition on competitive use does not prevent Customer from: building internal tools for their own organization, integrating Canopy into their own development workflow, or writing publicly about Canopy (including comparisons, tutorials, and critiques).

4. Open Source Components

Canopy incorporates open-source components. Licenses and notices for those components are available via canopy licenses --html or in the LICENSES.html file bundled with the binary. Customer's rights to use those components are governed by their respective licenses.

5. Subscription and Billing

5.1 Billing Cycles

Subscriptions are billed monthly or annually, as selected at purchase. Payment is processed by Stripe on behalf of Gulf Shield Technologies.

5.2 Automatic Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. For monthly subscriptions, the renewal date is the same day each month. For annual subscriptions, the renewal date is the anniversary of the original purchase date.

5.3 Trial Conversion

If Customer starts with a trial, the subscription converts to paid on day 15 automatically. Customer will receive a new (non-trial) License Key by email upon conversion.

5.4 Upgrades

Upgrading to a higher tier or adding Seats takes effect immediately. The additional amount due is calculated on a prorated basis for the remaining days in the current billing period.

5.5 Downgrades

Downgrading to a lower tier or reducing Seat count takes effect at the start of the next billing period. Customer retains access to the higher tier through the end of the current period.

5.6 Price Changes

Gulf Shield Technologies may change subscription prices for new purchases at any time. Existing subscribers will receive 30 days' notice before a price increase takes effect for their renewal. Founding Member subscriptions are excluded from this provision for the duration of continuous active subscription, per the Founding Member Program terms published at /founders.

6. Refund Policy

Annual subscriptions: Gulf Shield Technologies offers a 14-day money-back guarantee on new annual subscriptions (separate from the trial period). If you are not satisfied with Canopy within 14 days of your first annual charge, contact support@gulfshieldtech.com to request a full refund. Renewals are not eligible for this guarantee. Founding Member subscriptions are eligible for a 30-day refund window from the launch-day first charge, per the Founding Member Program terms at /founders.

Monthly subscriptions: Monthly subscriptions are not eligible for refunds. You may cancel at any time to stop the next renewal; you retain access through the end of the paid period.

Exceptions: Gulf Shield Technologies reserves the right to issue refunds at its discretion for extenuating circumstances, but is not obligated to do so outside the 14-day annual guarantee.

7. License Keys

7.1 Key Delivery

After a successful purchase or trial conversion, a License Key is generated and emailed to the address provided at checkout. If you do not receive your key within 30 minutes, check your spam folder and contact support@gulfshieldtech.com.

7.2 Offline Validation

License Keys are cryptographically signed and validated offline using Ed25519 signature verification. Canopy does not contact Gulf Shield Technologies' servers to validate your key on every use.

7.3 License Health Check

Canopy performs a weekly license health check ("heartbeat") by sending a hash of your license key, your client version, and your platform to Gulf Shield Technologies' validation server. No code, queries, file paths, or codebase content is transmitted. This check enables Gulf Shield Technologies to revoke licenses associated with refunds, disputes, or fraud. The heartbeat is configurable and transparent: run canopy config heartbeat --show to see exactly what is transmitted and when. Air-Gapped tier customers may obtain a compiled-without-heartbeat build; contact support.

7.4 Key Expiration

Solo, Pro, and Team tiers (online): License Keys are issued once at the start of your subscription with a long validity period (5 years). You do not need to re-enter a new key each billing cycle. Your active-subscription status is enforced by the weekly license health check described in Section 7.3 — if your subscription is cancelled, refunded, or otherwise terminated, Gulf Shield Technologies revokes your key server-side and the next health check (within 7 days) disables licensed features.

Air-Gapped tier: Because Air-Gapped customers opt out of the license health check, the key's encoded expiration date is the only enforcement mechanism. Air-Gapped License Keys expire 365 days after issuance. A new Key is emailed and made available in the Customer Portal upon successful renewal at least 30 days before the current Key expires.

In all cases, if you change email addresses or need redelivery of an existing Key, contact support@gulfshieldtech.com.

7.5 Revocation

Gulf Shield Technologies may revoke a License Key by updating the key's status in the validation server. Revocation takes effect at the next scheduled license health check (within 7 days). Revocation may occur for: cancellation, refund, payment dispute, or material breach of these Terms. Gulf Shield Technologies will restore License Keys revoked in error within 2 business days of customer-initiated clarification at support@gulfshieldtech.com.

7.6 Lost or Compromised Keys

If a License Key is lost, you may request redelivery by contacting support@gulfshieldtech.com. If a key has been shared beyond the authorized Seat count or is otherwise compromised, contact support. Gulf Shield Technologies may revoke the original key and issue a replacement.

8. Updates

New versions of Canopy are distributed via Cloudflare R2 and announced on the gulfshieldtech.com/tools/ai/canopy website. There is no mandatory update mechanism — Canopy will not automatically replace itself. Customer may run canopy update to check for and download newer versions. Updates are included in the subscription for the duration of the subscription term.

9. Disclaimer of Warranties

CANOPY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRONPINE LABS DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IRONPINE LABS DOES NOT WARRANT THAT CANOPY WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

Code intelligence tools provide analysis to assist developers — they do not guarantee correctness. Always apply professional judgment to Canopy's output.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRONPINE LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR DATA LOSS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF IRONPINE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IRONPINE LABS' TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO IRONPINE LABS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.5 Aggregate cap

Notwithstanding anything to the contrary, Gulf Shield Technologies' aggregate liability to Customer for any and all claims arising from or related to the Canopy service, these Terms, or any related addenda, whether in contract, tort, or otherwise, shall not exceed the greater of (a) one hundred United States dollars (USD $100) or (b) the total fees paid by Customer to Gulf Shield Technologies in the twelve (12) months preceding the event giving rise to the claim. This cap is enforceable under FL Stat. §672.719.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless Gulf Shield Technologies and its members, officers, and contractors from and against any claims, liabilities, damages, judgments, fines, and costs (including reasonable attorneys' fees) arising out of or related to Customer's use of Canopy in violation of these Terms or any applicable law.

12. Privacy

Customer's use of gulfshieldtech.com/tools/ai/canopy and the license purchase process is governed by Gulf Shield Technologies' Privacy Policy. The Canopy binary collects no personal data and transmits no codebase content. The weekly license health check transmits only license hash, client version, and platform as described in Section 7.3.

13. Termination

13.1 By Customer

Customer may cancel their subscription at any time through the Stripe Customer Portal at gulfshieldtech.com/tools/ai/canopy/portal or by contacting support@gulfshieldtech.com. Cancellation takes effect at the end of the current billing period.

13.2 By Gulf Shield Technologies

Gulf Shield Technologies may terminate this agreement, effective 30 days after written notice, if Customer commits a material breach and fails to cure within that period. For fraud or security incidents, Gulf Shield Technologies may terminate immediately.

13.3 Effect of Termination

Upon termination, Customer's right to receive new License Keys ceases, and Gulf Shield Technologies will revoke existing License Keys via the heartbeat mechanism within 7 days.

14. Governing Law, Venue, and Consumer Access

14.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue for non-arbitrable claims

For claims not subject to arbitration under Section 15 (including the exceptions in Section 15.6), Customer and Gulf Shield Technologies agree that exclusive venue and jurisdiction lie in the state or federal courts located in Pasco County, Florida (Sixth Judicial Circuit of Florida). Each party irrevocably submits to the personal jurisdiction of such courts. This venue selection is authorized by FL Stat. §47.011.

14.3 Small claims court access

Nothing in Sections 14–15 prevents a Consumer Customer from pursuing a claim in the small claims court of their state or country of residence for matters within that court's jurisdictional limits, at the Customer's option.

15. Arbitration and Class-Action Waiver

15.1 Pre-arbitration negotiation

Before initiating arbitration, Customer and Gulf Shield Technologies agree to attempt to resolve any dispute through direct negotiation by sending a written description of the dispute to legal@gulfshieldtech.com (for Customer-initiated disputes) or to the Customer's registered email address (for Gulf Shield Technologies-initiated disputes). The parties will negotiate in good faith for a minimum of sixty (60) days before either party initiates arbitration.

15.2 Binding arbitration

If a dispute is not resolved through Section 15.1 negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA"):

Consumer Customers: under the AAA Consumer Arbitration Rules in effect at the time arbitration is commenced.
Business Customers: under the AAA Commercial Arbitration Rules in effect at the time arbitration is commenced.

The arbitrator shall be selected under AAA procedures. The arbitrator's decision is final and binding, subject only to the limited judicial review permitted under the Federal Arbitration Act.

15.3 Location and format

Arbitration shall be conducted in Pasco County, Florida, or by telephonic or video conference at either party's option. For Consumer Customers with claims under USD $10,000, arbitration shall be conducted by submission of written documents only (unless the Customer affirmatively requests an in-person or telephonic hearing).

15.4 Costs

Consumer Customer claims: Gulf Shield Technologies will pay the AAA's arbitration filing fees, case-management fees, and arbitrator fees in excess of the amount Customer would pay to commence a small claims court action in their state of residence (currently capped at USD $200 or the equivalent Customer filing fee under the then-current AAA Consumer Arbitration Rules, whichever is less). The arbitrator may award costs to the prevailing party consistent with the AAA Consumer Due Process Protocol.
Business Customer claims: Standard AAA Commercial Rules fee-splitting applies. The arbitrator may award costs, including reasonable attorneys' fees, to the prevailing party.

15.5 Class-action waiver

CUSTOMER AND IRONPINE LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THE CUSTOMER'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both Customer and Gulf Shield Technologies agree in writing, the arbitrator may not consolidate or join more than one person's claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

If this Section 15.5 class-action waiver is deemed unenforceable as to a specific claim by a court of competent jurisdiction, then the entirety of Section 15 is unenforceable as to that specific claim, and the claim may proceed in court under Section 14.

California Private Attorneys General Act (PAGA) carve-out. Nothing in this Section 15.5 waives the right of a California employee to bring a non-individual PAGA claim under California Labor Code §2698 et seq., consistent with Viking River Cruises v. Moriana, 596 U.S. 639 (2022) and Adolph v. Uber Technologies, 14 Cal.5th 1104 (2023). This carve-out is informational only; Gulf Shield Technologies has no employees who would have PAGA standing against it under the operative provisions of Labor Code §2698 et seq.

15.6 Exceptions to arbitration

Nothing in this Section 15 prevents either party from:

(a) seeking injunctive, declaratory, or other equitable relief in court to protect its intellectual property rights or confidential information;
(b) pursuing relief in small claims court (per Section 14.3 for Consumer Customers);
(c) filing a complaint with a government agency, regulator, or industry oversight body with jurisdiction over the dispute.

15.7 Opt-out of arbitration

A Customer may opt out of this Section 15 arbitration requirement by sending written notice to opt-out@gulfshieldtech.com within thirty (30) days of their initial subscription start date. The opt-out notice must include the Customer's full legal name, email address associated with the subscription, and a clear statement of intent to opt out of arbitration under Section 15. Opting out has no effect on any other provision of these Terms or on the Customer's subscription status. Customers who opt out will have disputes resolved in court under Section 14.2, subject to the class-action waiver in Section 15.5 which remains in effect regardless of opt-out status. An opt-out notice applies only to disputes arising after the opt-out notice is received by Gulf Shield Technologies; disputes that arose before receipt of the opt-out notice remain subject to this Section 15.

15.8 Severability

If any provision of this Section 15 is held unenforceable by a court of competent jurisdiction, that provision shall be severed and the remainder of Section 15 shall continue in full force and effect, except as specifically provided in Section 15.5.

15.9 Survival

This Section 15 survives termination or expiration of these Terms.

16. Modifications

Gulf Shield Technologies may modify these Terms. Material changes will be communicated via the Canopy homepage and by email to existing license holders at least thirty (30) days before they take effect. Non-material changes (typos, reformatting, clarifying language) may be made without advance notice.

17. Assignment, Successors, and Assigns

17.1 Assignment by Gulf Shield Technologies

Gulf Shield Technologies may assign these Terms (and any related addenda, including the Founding Member Program Addendum) to a successor entity in connection with a merger, acquisition, corporate reorganization, spin-off, sale of all or substantially all assets related to the Canopy product, or sale of the Gulf Shield Technologies business as a going concern. In such event:

(a) For non-Founding Member Customers: the successor entity shall honor the then-current subscription term at the then-current rate until renewal, at which point the successor's standard terms apply. Customers will be notified of the assignment at least thirty (30) days in advance.
(b) For Founding Member Customers: the successor entity shall either (i) honor the Founding Rate and related commitments described in the Founding Member Program Addendum on terms materially equivalent to those in effect immediately before the assignment, or (ii) offer each affected Founding Member a refund of the unused portion of their current subscription term (calculated as the pro-rata remainder of the subscription period from the date of assignment) plus a 30-day notice period during which the Founding Member may cancel before any new terms take effect, at no cost.

17.2 Assignment by Customer

Customer may not assign these Terms or any rights or obligations hereunder without Gulf Shield Technologies' prior written consent, which will not be unreasonably withheld. A corporate reorganization of Customer (change of legal entity form, merger with an affiliate, change of name) that does not involve a change of controlling ownership is not considered an assignment for purposes of this Section and does not require consent.

17.3 Change of control

For purposes of this Section 17, a "change of control" means any transaction or series of related transactions resulting in: (a) the acquisition of more than fifty percent (50%) of the voting equity of Gulf Shield Technologies by a third party, (b) the sale, transfer, or other disposition of all or substantially all of Gulf Shield Technologies' assets related to the Canopy product, or (c) a merger or consolidation in which Gulf Shield Technologies is not the surviving entity.

18. Force Majeure

18.1 Excused non-performance

Neither Gulf Shield Technologies nor Customer shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from causes beyond the affected party's reasonable control, including:

(a) acts of God, natural disasters, pandemic or public health emergency, including earthquakes, floods, hurricanes, wildfires, declared public health orders, or similar events;
(b) government action or regulatory change, including embargos, sanctions, export controls, or other legal changes that materially impair the party's ability to perform;
(c) civil unrest, war, terrorism, or cyber warfare targeting a substantial portion of the internet or critical infrastructure;
(d) labor strikes or lockouts affecting a material portion of the affected party's workforce;
(e) extended outages of critical third-party infrastructure providers to which the affected party does not have commercially reasonable alternatives (including but not limited to Cloudflare, GitHub, public cloud providers, the Anthropic MCP specification, and Stripe);
(f) cyberattacks, including denial-of-service, ransomware, or supply-chain attacks against the affected party or its critical dependencies that exceed the defenses of commercially reasonable security practices.

18.2 Notification

The affected party shall notify the other party as soon as commercially reasonable after becoming aware of a force majeure event, including a description of the event, a reasonable estimate of duration, and the party's mitigation plans.

18.3 Extended force majeure

If a force majeure event affecting Gulf Shield Technologies' ability to deliver the Canopy service continues for more than fourteen (14) consecutive days, Gulf Shield Technologies will apply pro-rata service credits to affected Customers' accounts, calculated as (days non-available ÷ 30) × the monthly subscription fee (for annual subscriptions, the annual fee divided by 12), credited to the Customer's next invoice. If non-availability exceeds thirty (30) consecutive days, Customers may cancel with a pro-rata refund of any fees paid for service periods not yet rendered.

18.4 Non-excused obligations

Force majeure does not excuse: (a) Customer's obligation to pay for service periods already rendered before the force majeure event, (b) either party's obligation to protect the other party's confidential information, or (c) either party's obligation to communicate about the event per Section 18.2. Force majeure does not apply to failures caused by the affected party's own negligence or willful misconduct, failures that could have been avoided by commercially reasonable diligence, or disputes over Canopy's quality, scope, or features that do not involve an outage of the service itself.

19. Miscellaneous

If any provision of these Terms is held invalid or unenforceable, the remainder shall continue in effect. These Terms, together with the Privacy Policy and any applicable Addenda (including the Founding Member Program Addendum), constitute the entire agreement between the parties regarding the subject matter herein. No waiver of any term is deemed a further or continuing waiver. Section headings are for convenience only and do not affect interpretation.

Contact

Gulf Shield Technologies LLC — Florida, USA

Support: support@gulfshieldtech.com
Privacy questions: privacy@gulfshieldtech.com