Sypha AI | Software licence

Definitions

“Developer” or “Sypha AI” means Sypha AI Private Limited, a company incorporated under the laws of India.
“Plugin” means the Sypha AI plugin/extension for JetBrains IDEs (including IntelliJ IDEA, PyCharm, WebStorm, GoLand and other JetBrains Products), version 3.0.4 and any subsequent versions, made available by Sypha AI via JetBrains Marketplace or directly through https://sypha.ai.
“JetBrains Product” means any JetBrains integrated development environment or software product with which the Plugin is designed to operate.
“You” or “User” means the individual or legal entity installing or using the Plugin.
“Confirmation” means an email from Sypha AI confirming your rights to use a paid Plugin and containing information about your licence or Subscription.
“Subscription” means your right to use the Plugin during a Subscription Period, purchased via the Sypha AI website. Pricing details are available at https://sypha.ai.
“Subscription Period” means the subscription period described in your Confirmation.
“Fallback Version” means the most recent Plugin version made available for public purchase prior to the date falling twelve months before your Subscription expired.
“Documentation” means any technical documentation or usage guides made available by Sypha AI at https://sypha.ai or on the JetBrains Marketplace plugin page.
“Site” means https://sypha.ai.

Licence grant

12.1 Subject to your compliance with this licence and, where applicable, payment of applicable Subscription fees, Sypha AI hereby grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable licence to install and use the Plugin solely for your personal or internal business purposes, in conjunction with a compatible JetBrains Product, for the duration of your Subscription Period (or perpetually for free tiers, as applicable).

12.2 If the Plugin is provided with a Fallback licence according to your Confirmation, following the expiration of the Subscription Period without renewal, your licence to use the Plugin shall continue on a perpetual, royalty-free, non-exclusive, non-transferable basis with respect to the Fallback Version only, provided you paid applicable Subscription fees for at least the preceding 12 months in full and without interruptions, and remain in compliance with this licence.

12.3 The Plugin is licensed, not sold. No title or ownership of the Plugin or any intellectual property contained therein is transferred to you.

Restrictions

You shall not, and shall not permit any third party to:

copy, reproduce, distribute, republish, download, display, post or transmit the Plugin in any form or by any means, except as expressly permitted under this licence
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Plugin, in whole or in part
modify, translate or create derivative works based on the Plugin
sublicense, sell, resell, transfer, assign or otherwise commercially exploit or make available to any third party the Plugin
remove, alter or obscure any proprietary notices, labels or marks on the Plugin, including any copyright, trademark or attribution notices
use the Plugin to develop a competing product or service
use the Plugin in any manner that violates applicable laws, regulations or third-party rights
use the Plugin to transmit malicious code, harmful components or engage in unauthorised data collection

Intellectual property

14.1 The Plugin and all copies thereof are proprietary to Sypha AI, and title thereto remains in Sypha AI. All applicable rights in all copyrights, trademarks, trade secrets, patents and other intellectual property rights in or associated with the Plugin are and shall remain the property of Sypha AI or its licensors. You have no rights in the Plugin other than the limited use rights expressly set forth in this licence.

14.2 You acknowledge that no title to the intellectual property in the Plugin is transferred to you, and you will not acquire any rights to the Plugin except for the limited use rights specified in this licence.

14.3 Feedback. If you provide any feedback, suggestions or recommendations regarding the Plugin (“Feedback”), you hereby assign to Sypha AI all rights in such Feedback, and Sypha AI shall be free to use, disclose, reproduce and exploit such Feedback without restriction or compensation to you.

Third-party notices and open-source attributions

15.1 Portions of the Plugin are derived from Kilo Code (formerly Roo Code), an open-source project available at https://github.com/Kilo-Org/kilocode. Those portions are used pursuant to the Apache License, Version 2.0 (the “Apache 2.0 Licence”).

15.2 In compliance with section 4 of the Apache 2.0 Licence, Sypha AI hereby provides the following notices:

the original copyright notices and attribution for Kilo Code are retained in Sypha AI’s internal source and in the bundled THIRD_PARTY_LICENSES file included in the Plugin package
modified files from the original Kilo Code source carry prominent modification notices in Sypha AI’s internal codebase
the full text of the Apache License, Version 2.0 is reproduced in the appendix to this document

Scope of the open-source licence

15.3 Except as described above, all other portions of the Plugin, including all features, services, integrations, UI/UX and backend infrastructure developed by Sypha AI, are proprietary and are not licensed under the Apache 2.0 Licence or any open-source licence.

15.4 The name “Kilo Code”, its logos and associated trademarks are the property of their respective owners. Sypha AI’s use of Kilo Code’s underlying code does not grant Sypha AI any rights to those trademarks, and Sypha AI makes no claim thereto.

15.5 The Plugin may also integrate with or invoke third-party AI model providers, such as Anthropic, OpenAI, Google and others. Your use of such third-party services is governed solely by those providers’ own terms of service. Sypha AI is not responsible for the conduct, availability or output of third-party AI providers.

Subscription and payment

16.1 The Plugin may be available under free, paid subscription or enterprise licensing tiers, as described at https://sypha.ai.

16.2 All Subscriptions, including individual, team and enterprise plans, are purchased exclusively through the Sypha AI website at https://sypha.ai. JetBrains Marketplace is a distribution channel for the Plugin only, and is not involved in billing or subscription management for Sypha AI’s plans.

16.3 Your contractual and billing relationship for Subscription purchases is solely with Sypha AI Private Limited. JetBrains is not a party to any payment or subscription transaction.

16.4 All fees are non-refundable except where required by applicable law or as expressly stated in Sypha AI’s Refund and Cancellation Policy, available at https://sypha.ai.

16.5 Subscriptions automatically renew unless cancelled at least 24 hours before the end of the current Subscription Period, via your account or by contacting support@sypha.ai.

Privacy and data

17.1 Use of the Plugin involves the processing of certain data, including usage telemetry and, where you use Sypha AI’s hosted model infrastructure, code snippets submitted to AI models. Sypha AI’s handling of such data is governed by the Sypha AI Privacy Policy.

17.2 If you configure the Plugin to use your own API keys and direct all model calls through infrastructure you control, Sypha AI does not receive or store your input or output tokens or underlying code, except as otherwise stated in the Privacy Policy.

17.3 You acknowledge that by using the Plugin, you may be transmitting code and other data to third-party AI model providers. You are responsible for ensuring such transmission complies with any confidentiality obligations or data protection requirements applicable to you.

Disclaimer of warranties

To the maximum extent permitted by applicable law, the Plugin is provided to you on an “as is” and “as available” basis without warranties of any kind. Sypha AI disclaims all warranties, whether express, implied, statutory or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Sypha AI does not warrant that:

the Plugin will meet your requirements or expectations
the Plugin will be uninterrupted, timely, secure or error-free
any AI suggestions or outputs will be accurate, reliable or unique
any defects or errors will be corrected

Limitation of liability

19.1 To the maximum extent permitted by applicable law, in no event shall Sypha AI, its directors, employees, affiliates, agents or licensors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenue, data, goodwill or business opportunities, whether arising out of contract, tort (including negligence), strict liability or otherwise, even if Sypha AI has been advised of the possibility of such damages.

19.2 JetBrains is not a party to this licence. JetBrains bears no responsibility or liability whatsoever with respect to this licence, the Plugin, or your use thereof.

Term and termination

20.1 This licence is effective from the date you install or first use the Plugin and continues until terminated.

20.2 Sypha AI may terminate this licence immediately upon written notice if you breach any material provision of this licence and fail to cure such breach within 14 days of notice.

20.3 Upon termination: (a) all licences granted hereunder immediately terminate; (b) you must cease all use of the Plugin and delete all copies in your possession; (c) the sections on restrictions, intellectual property, third-party notices, disclaimer of warranties, limitation of liability and general provisions shall survive termination.

20.4 Termination of this licence shall not affect any payment obligations accrued prior to the date of termination.

Governing law and dispute resolution

21.1 This licence shall be governed by and construed in accordance with the laws of the State of Maharashtra, India, without regard to its conflict of law provisions.

21.2 Any disputes arising out of or in connection with this licence shall first be attempted to be resolved through good-faith negotiations between the parties. If not resolved within 30 days of written notice, disputes shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration in Maharashtra.

21.3 Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

General provisions

22.1 Entire agreement. This document, together with the Terms of Service, the Privacy Policy and the Refund and Cancellation Policy (all accessible at https://sypha.ai), constitutes the entire agreement between you and Sypha AI with respect to the Plugin, and supersedes all prior or contemporaneous agreements, representations and understandings.

22.2 Severability. If any provision of this document is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

22.3 No waiver. Failure by Sypha AI to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future.

22.4 Amendments. Sypha AI reserves the right to modify this document from time to time. Material changes will be communicated via the Site or via the Plugin. Continued use of the Service or Plugin after such changes constitutes your acceptance of the updated terms.

22.5 JetBrains not a party. JetBrains s.r.o. is not a party to this licence. JetBrains is not responsible for the Plugin, its content, or your use thereof, and has no obligations to you under this document. Any support, warranty or liability obligations are solely those of Sypha AI Private Limited.

Contact

support@sypha.ai, https://sypha.ai

Appendix: Apache License, Version 2.0

Reproduced in compliance with section 4(a) of the Apache License, Version 2.0, for the Kilo Code portions incorporated into the Sypha AI JetBrains IDE Plugin.

Apache License, Version 2.0, January 2004. apache.org/licenses/

Terms and conditions for use, reproduction and distribution.

1. Definitions. “License” shall mean the terms and conditions for use, reproduction and distribution as defined by sections 1 through 9 of this document. “Licensor” shall mean the copyright owner or entity authorised by the copyright owner that is granting the License. “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source and configuration files. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation and conversions to other media types. “Work” shall mean the work of authorship made available under the License. “Derivative Works” shall mean any work that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations or other modifications represent, as a whole, an original work of authorship. “Contribution” shall mean any work of authorship submitted to the Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorised to submit on behalf of the copyright owner. “Contributor” shall mean Licensor and any Legal Entity on behalf of whom a Contribution has been received by Licensor and incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import and otherwise transfer the Work.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that you (a) give any other recipients of the Work or Derivative Works a copy of this License; (b) cause any modified files to carry prominent notices stating that you changed the files; (c) retain, in the Source form of any Derivative Works that you distribute, all copyright, patent, trademark and attribution notices from the Source form of the Work; and (d) if the Work includes a “NOTICE” text file, include a readable copy of the attribution notices contained within such NOTICE file in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation; or within a display generated by the Derivative Works. You may add your own copyright statement to your modifications and may provide additional or different license terms and conditions for use, reproduction or distribution of your modifications, or for any such Derivative Works as a whole, provided your use, reproduction and distribution of the Work otherwise complies with the conditions stated in this License.

5. Submission of Contributions. Unless you explicitly state otherwise, any Contribution submitted for inclusion in the Work shall be under the terms and conditions of this License.

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work.

7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract or otherwise, unless required by applicable law or agreed to in writing, shall any Contributor be liable to you for damages, including any direct, indirect, special, incidental or exemplary damages of any character arising as a result of this License or out of the use or inability to use the Work.

9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, you may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity or other liability obligations and/or rights consistent with this License.

Full licence text: apache.org/licenses/LICENSE-2.0