END USER LICENSE AGREEMENT FOR TOOLTITUDE

LAST UPDATED ON 09/10/2025

Please read these End User License Agreement (the "Agreement") carefully before using any Tooltitude extensions or related services. If you have any questions, please contact us at support@tooltitude.com. This Agreement is a legally binding contract between Tooltitude LLC, a Limited Liability Company organized under the laws of the State of Delaware ("Vendor"), and an individual end user ("You", "Your", "Customer").

If you do not agree to this Agreement, you may not download, install, access, or use the Tooltitude extension identified as Tooltitude for Go, its premium features, or related services (collectively, the "Extension" or the "Services"). Other Tooltitude extensions may be governed by separate license agreements.

Access to the Extension and Services is not permitted in any jurisdiction or to any person where such access or use is prohibited or restricted by applicable law.

This Agreement governs your license to and use of the Extension and Services, including all versions of the Extension unless a specific version is accompanied by a different version of this Agreement.

This Agreement is effective as of the earlier of (a) the date You first click "Accept" or a similar confirmation button presented with the Extension, or (b) if no such button is presented, the date You first download, install, access, or use the Extension from any distribution channel, including but not limited to the Visual Studio Code Marketplace, tooltitude.com, GitHub, or any other authorized marketplace. By clicking "Accept", or by downloading, installing, accessing, or using the Extension, You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms, including any updates that apply to continued use of the Extension.

Each subsequent installation, update, or use of the Extension, and, where presented, each confirmation by clicking "Accept" or a similar button, constitutes renewed acceptance of the version of this Agreement supplied with that installation or update, identified by its effective date. If you accept a later version of this Agreement, that later version replaces and supersedes any prior version and governs your subscription, including subscription rights and obligations (such as renewal and refunds). You further represent and warrant that your access and use comply with all applicable laws, including export control and sanctions laws.

Tooltitude, LLC ("Tooltitude", "we", "us" or "our") relies on the representations, warranties, and undertakings you provide under this Agreement in determining whether to (i) grant you a license to use the Extension, (ii) enable any Premium Features or subscription benefits, and (iii) continue to provide you with updates and access. Any breach by you of this Agreement may cause Tooltitude significant harm and entitles us to exercise the rights and remedies set forth herein.

If you do not agree to the amended Agreement, your sole remedy is to uninstall and cease using the Extension. If you are a paid subscriber, cancellation of your subscription in accordance with Section 1.4 will apply, and any refunds are subject to the refund terms of this Agreement. To the maximum extent permitted by law, we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Extension or any features.

1. General

1.1 Eligibility

You represent and warrant that You are 18 years old or older, and You recognize and agree that You must be 18 years old or older to use the Extension or Services.

1.2 Extension Revisions

The Extension and Services are continually improved and may change over time. Tooltitude may add, modify, or discontinue features (including Premium Features) to the Extension or Services at any time in its discretion. We do not guarantee the availability of any particular feature for any period of time. New versions of the Extension may be made available through the Visual Studio Code Marketplace or other distribution channels from time to time. Each subsequent installation or update of the Extension constitutes renewed acceptance of the version of this Agreement supplied with that installation or update, identified by its effective date. Tooltitude will not be liable for modification, suspension, or removal of features from the Extension or Services, except as required by law.

1.3 License Fees

The Extension may include features accessible only upon payment of license fees ("Premium Features").

License fees must be paid via a third-party reseller ("Reseller"), chosen by Vendor, under Reseller’s terms and conditions. Vendor is not responsible for any acts, omissions, errors, or failures of a Reseller, including with respect to billing, refunds, chargebacks, or applicable taxes.

When you place an order through Reseller, the order itself may include additional restrictions.

You agree to follow these restrictions as part of your purchase.

Your order may be canceled or declined by Vendor for reasons of product availability changes, inaccuracies in description or pricing, or order errors; in such instances your sole remedy shall be a refund of amounts actually paid to the applicable Reseller for the affected order.

1.4 Subscriptions

Vendor may provide options to pay license fees on a subscription basis; a subscription continues until canceled either by You or Vendor.

If Vendor changes the price of the subscription, the subscription restrictions, or the subscription terms of this Agreement (such as renewal, cancellation, or refund rights), Vendor shall provide notice at least 30 days before the changes take effect. All other changes to this Agreement are governed by Section 11.10 (Amendment). Such notice may be provided through the Visual Studio Code Marketplace, in release notes, within the Extension, by email (if available), or by other reasonable means. If You do not agree to continue the subscription with the revised terms, Your sole remedy is to cancel the subscription prior to the renewal date. Keeping the subscription after the effective date of the change indicates Your agreement to continue with the changes. You are responsible for ensuring Your payment information and any contact details remain current and accurate. Except as required by applicable law, all subscription fees are non-refundable.

2. License

2.1 License

Vendor hereby grants Customer a nonexclusive, non-transferable, revocable license to reproduce and use the Extension during the Term, and to access and use the Services as made available by Vendor, provided Customer complies with the restrictions set forth in Section 2.2 below. This license does not confer any ownership rights in the Extension or Services and is limited to use by a single natural person on up to the number of devices reasonably necessary for that individual’s personal or internal business use, unless otherwise expressly agreed in writing. Use of the Extension in an enterprise, team, or multi-user environment requires a separate license from Vendor.

2.2 Restrictions on Use of the Extension and Services

Copies of the Extension created or transferred pursuant to this Agreement are licensed, not sold, and Customer receives no title to or ownership of any copy or of the Extension itself. All rights, title, and interest in and to the Extension and Services remain solely with Vendor.

Furthermore, Customer receives no rights to the Extension or Services other than those specifically granted in Section 2.1 above.

Without limiting the generality of the foregoing, Customer shall not, with respect to the Extension or Services:
(a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Extension;
(b) use the Extension or Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Extension or Services;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Extension’s source code, except to the extent required by an applicable open source software license or to the extent permitted by law; (d) use the Extension or Services contrary to any applicable law or regulation;
(e) use Premium Features of the Extension without paying required license fees;
(f) use Premium Features of the Extension contrary to restrictions associated with the relevant order; (g) share, distribute, or transfer license keys or other activation mechanisms for the Extension to third parties; (h) attempt to disable, bypass, or otherwise circumvent any technical controls or usage restrictions in the Extension or Services; (i) use the Extension or Services to develop, test, or distribute competing extensions or services; or (j) install or use the Extension or Services in a multi-user, enterprise, or team environment except as expressly authorized under a separate written license from Vendor.

2.3 Premium Features & Subscription License

Access to and use of Premium Features of the Extension is conditioned on your maintaining an active and fully paid subscription or other valid license granted by Vendor. Premium Features are licensed, not sold, and are made available only for the duration of your subscription term.

If your subscription expires, is canceled, or if payment is declined, reversed, or otherwise not received, your rights to use Premium Features of the Extension terminate immediately without notice, and you must cease all access and use of such Premium Features. Continued use of the Extension or Services after termination will be limited to the non-Premium features.

You may not share, sell, transfer, sublicense, or otherwise allow any third party to use your subscription credentials, license keys, or other mechanisms used to enable Premium Features of the Extension. Premium Features are licensed solely for use by the individual or entity that purchased the subscription, and may not be accessed by multiple users unless expressly permitted under a separate written agreement with Vendor.

2.4 Reservation of Rights

Except for the limited license expressly granted in this Agreement, Vendor retains all rights, title, and interest in and to the Extension and Services and all related intellectual property. No other rights are granted by implication, estoppel, or otherwise. Any use of the Extension or Services not expressly permitted under this Agreement is prohibited.

3 Third-Party Dependencies

The Extension and Services may interoperate with, rely on, or require third-party Extension and Services, services, or platforms, including but not limited to the Visual Studio Code Marketplace, the Visual Studio Code editor, the Go toolchain, and other extensions or APIs (collectively, "Third-Party Dependencies"). Your use of Third-Party Dependencies is subject to the applicable terms and policies of those third parties, and Vendor is not responsible for their acts, omissions, updates, failures, or availability.

Vendor does not guarantee that the Extension and Services will remain compatible with any Third-Party Service, and Vendor will not be liable for any modification, disruption, or discontinuation of Third-Party Dependencies or for any impact such changes may have on the functionality of the Extension and Services. You are solely responsible for complying with any separate licenses, terms of service, or usage restrictions applicable to Third-Party Dependencies.

4 Trial and Evaluation Use

Vendor may make Premium Features of the Extension available to you on a trial or evaluation basis for a limited period (e.g., thirty (30) days) ("Trial Period"). Your use of the Premium Features during any Trial Period is subject to the same restrictions set forth in this Agreement as apply to paid subscriptions, and Vendor makes no commitments that any Premium Features provided during the Trial Period will continue to be available thereafter.

At the conclusion of the Trial Period, your access to Premium Features will automatically terminate unless you have purchased a valid subscription. Continued use of the Extension after the Trial Period will be limited to the non-Premium features, unless and until you purchase a subscription.

Vendor may discontinue, shorten, or modify any Trial Period at any time in its sole discretion, without liability to you. Trial access is provided "AS IS", with no warranties of any kind.

5. Data

5.1 Privacy Policy & Compliance

You acknowledge Vendor's privacy policy https://www.tooltitude.com/privacy, and You recognize and agree that nothing in this Agreement restricts Vendor’s right to alter such privacy policy, at any time in its discretion, subject to applicable law.
If Vendor receives a "right to know", deletion, "right to be forgotten", or similar request related to Your data, Vendor may respond in accordance with applicable law.

Nothing in this Agreement precludes Vendor from asserting rights or defenses it may have under applicable law related to such requests.

For clarity, the Extension necessarily accesses and reads the content of Your source code files locally in order to provide its features and functionality. However, the Extension does not transmit the content of Your source code files to Vendor or to any third party. Vendor collects only telemetry and usage data as described in its privacy policy, subject to the telemetry settings of Visual Studio Code.

5.2 Opt out of De-identified Data Collection

You acknowledge that Vendor may collect De-Identified Data (as defined below).

You further acknowledge that You may opt out of such data collection by following the instruction in the VS Code documentation:

https://code.visualstudio.com/docs/supporting/faq#_how-to-disable-telemetry-reporting (The Extension respects the system wide telemetry.telemetryLevel setting).

You may do so either prior to accepting this Agreement or at any later moment.

By using the Extension or Services without opting out, You give Your consent to such data collection.
("De-Identified Data" means information that cannot reasonably be used, alone or in combination with other data held by Vendor, to identify You, an individual person, or a household. Vendor will not attempt to re-identify such data.)

5.3 De-Identified Data

Vendor may use, reproduce, or otherwise exploit De-Identified Data in any way, in its sole discretion, including without limitation aggregated with data from other customers.

Such use may include analytics, research, quality assurance, product improvement, and business purposes. Vendor will only share or commercialize De-Identified Data in a manner consistent with applicable law and without attempting to re-identify You.

5.4 Data Processors & Transfers

Vendor may engage third-party service providers, contractors, or affiliates ("Processors") to process data on its behalf in connection with providing the Extension or Services, including without limitation payment processing, hosting, analytics, and telemetry services. You acknowledge and agree that such Processors may process data in jurisdictions outside your own, subject to applicable law. Vendor shall not be liable for acts or omissions of such Processors beyond Vendor’s reasonable control.

5.5 Security Disclaimer

Vendor uses commercially reasonable technical and organizational measures designed to protect the integrity and security of data processed by the Extension or Services. However, you acknowledge that no method of transmission or storage is 100% secure, and Vendor cannot guarantee absolute security or immunity from unauthorized access, intrusion, or disclosure.

5.6 Legal Compliance/Disclosure

Vendor reserves the right to access, preserve, and disclose data (including personal information and telemetry) if required to do so by law, regulation, legal process, or governmental request, or if reasonably necessary to (a) comply with legal obligations, (b) enforce this Agreement, (c) respond to support requests, or (d) protect the rights, property, or safety of Vendor, its users, or the public.

5.7 User Responsibility

You are solely responsible for configuring your telemetry preferences in Visual Studio Code. You must not use the Extension or Services to input, transmit, or otherwise process any sensitive or regulated data (including but not limited to health, financial, or personal information subject to special legal protections) unless expressly permitted by Vendor in writing. Vendor has no responsibility or liability for any such data submitted in violation of this Section.

6. IP & Feedback

6.1 IP Rights in the Extension and Services

Vendor retains all right, title, and interest in and to the Extension and Services, including without limitation updates, and all intellectual property rights therein, except for the limited license expressly granted to Customer under Section 2.1.

Customer recognizes that the Extension and Services and its components are protected by copyright and other laws. To the extent the Extension or Services includes third-party or open-source components, such components are licensed under their own applicable licenses, and Customer agrees to comply with those license terms. No rights, licenses, or permissions shall arise by implication, estoppel, or otherwise, and no failure or delay by Vendor in enforcing any right shall constitute a waiver of that right.

6.2 Feedback

Customer hereby grants Vendor a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) Customer communicates to Vendor, without compensation, without any obligation to report on such use, and without any other restriction.

Vendor’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses.

("Feedback" refers to any suggestion or idea for modifying any of Vendor’s products or services, including without limitation all intellectual property rights in any such suggestion or idea.).

Customer acknowledges that Vendor alone will own all improvements, modifications, and derivative works of the Extension and Services arising out of or incorporating any Feedback, and nothing in this Agreement grants Customer any ownership rights in the Extension or Services as a result of providing Feedback.

6.3 Trademarks and Branding

Customer may not use Vendor’s trademarks, trade names, logos, or branding without Vendor’s prior written consent, except as necessary for factual reference to the Extension or Services. All goodwill arising from authorized use of Vendor’s marks shall inure exclusively to Vendor.

7. Term & Termination

7.1 Term

The term of this Agreement (the "Term") will commence on the Effective Date and continue until terminated by either You or Vendor.

7.2 Termination

You may terminate this Agreement by deleting the Extension from all Your devices and ceasing all use.

Vendor may terminate this Agreement immediately, with or without notice, if (a) You materially breach this Agreement, including failure to pay applicable fees; (b) Your subscription expires or is canceled; (c) Vendor reasonably believes termination is required for security, legal, or regulatory reasons; or (d) distribution of the Extension through any distribution channel, including but not limited to online marketplaces or direct download sites, is suspended, restricted, or removed in a manner that makes continued provision commercially impracticable.

Vendor may also terminate this Agreement for convenience at any time by providing notice, including via notification in the Extension or Services or through the Marketplace.

No refund is due for any termination of this Agreement by Vendor, except as required by applicable law. To the extent applicable law requires a refund, Vendor’s sole obligation will be to provide a pro rata refund of prepaid, unused subscription fees, as applicable.

7.3. Effects of Termination

Upon termination of this Agreement, You shall immediately cease all use of the Extension and Services, and permanently delete, destroy, or return all copies of the Extension and any related materials, documentation, or license keys in Your possession or control, and certify in writing to Vendor, upon request, that You have complied with the foregoing.

The following provisions will survive termination of this Agreement: Articles 6 (IP & Feedback), 7.3 (Effects of Termination), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 11 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose. Termination of this Agreement does not limit any rights or remedies available to Vendor at law or in equity, all of which are expressly reserved.

7.4 Suspension Rights

Vendor may suspend Your access to the Extension or Services immediately, with or without notice, if Vendor reasonably suspects any breach of this Agreement, failure to pay applicable fees, or if suspension is required for security, maintenance, compliance with law, or protection of Vendor’s systems or other users. Suspension does not relieve You of Your payment obligations.

7.5 No Liability for Termination or Suspension

Vendor shall not be liable to You or any third party for any termination or suspension of Your access to the Extension or Services in accordance with this Agreement, except to the extent required by applicable law.

7.6 Effect on Premium Features

Access to Premium Features is conditioned on maintaining an active and fully paid subscription. If Your subscription lapses, is canceled, or is terminated for any reason, Your rights to use Premium Features end immediately without notice, and the Extension and Services will revert to the non-Premium version. Continued use of the Extension and Services after termination of Premium access does not entitle You to Premium Features unless and until You purchase a new subscription.

8. Disclaimers

8.1 Warranty Disclaimers

THE EXTENSION AND SERVICES (INCLUDING BOTH FREE AND PREMIUM FEATURES), ALL RELATED SERVICES, CONTENT, DOCUMENTATION, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE".

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR DISCLAIMS, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION: (i) MERCHANTABILITY, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) TITLE, (iv) NON-INFRINGEMENT, (v) SATISFACTORY QUALITY, (vi) ACCURACY, (vii) RELIABILITY, (viii) AVAILABILITY, (ix) COMPLETENESS, OR (x) ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY;
(b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE EXTENSION AND SERVICES WILL PERFORM WITHOUT INTERRUPTION, DEFECTS, OR ERROR;
(c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE EXTENSION AND SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR DATA WILL REMAIN PRIVATE OR SECURE; AND
(d) VENDOR DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE EXTENSION AND SERVICES OR OTHER THIRD PARTIES.

YOU ACKNOWLEDGE THAT USE OF THE EXTENSION AND SERVICES IS AT YOUR SOLE RISK. VENDOR SHALL HAVE NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS LIABILITY ARISING FROM, (i) ACTS OR OMISSIONS OF THIRD PARTIES (INCLUDING OTHER USERS), (ii) YOUR INTERACTIONS WITH THIRD PARTIES, OR (iii) YOUR RELIANCE ON ANY RESULTS, OUTPUT, OR DATA GENERATED BY THE EXTENSION AND SERVICES.

8.2 Support Services

NO SUPPORT OR MAINTENANCE IS PROVIDED UNDER THIS AGREEMENT. ANY SUPPORT OR UPDATES THAT MAY BE PROVIDED ARE OFFERED AT VENDOR’S SOLE DISCRETION, ON A BEST-EFFORT, "AS IS", BASIS ONLY, AND MAY BE DISCONTINUED, LIMITED, OR MODIFIED AT ANY TIME WITHOUT NOTICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO ANY SUCH SUPPORT OR UPDATES. VENDOR MAY DISCONTINUE, LIMIT, OR MODIFY SUPPORT AT ANY TIME WITHOUT NOTICE.

8.3 Third Party Sites and Content

You understand that the Extension and Services may contain or send You links to third party websites, applications or features not owned or controlled by Vendor ("Third Party Sites"), and that links to Third Party Sites may also appear in content available to You through the Extension and Services.

The Extension and Services may also enable interaction between the Extension and Services and a Third-Party Site through applications that connect the Extension and Services with a Third-Party Site.

Through Third Party Sites You may be able to access content from third parties that Vendor does not control and/or share Your content with others.

YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND VENDOR WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD-PARTY CONTENT.

YOU FURTHER ACKNOWLEDGE THAT THE EXTENSION AND SERVICES MAY RELY ON OR INTERACT WITH THIRD-PARTY DEPENDENCIES, INCLUDING WITHOUT LIMITATION THE VISUAL STUDIO CODE MARKETPLACE, THE VISUAL STUDIO CODE EDITOR, THE GO TOOLCHAIN, AND RELATED APIS. VENDOR DISCLAIMS ALL LIABILITY FOR THE AVAILABILITY, ACCURACY, RELIABILITY, OR SECURITY OF ANY SUCH THIRD-PARTY DEPENDENCIES, AND YOUR USE OF THEM IS ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THEIR SEPARATE TERMS.

8.4 Open Source Components

The Extension and Services may include or rely upon components that are subject to open-source or third-party license terms ("Open Source Components"). To the extent required by the applicable license, such Open Source Components are licensed to You under the terms of the applicable third-party license, not this Agreement. Copies of such licenses may be provided in the Extension and Services or on Vendor’s website.

VENDOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WITH RESPECT TO OPEN SOURCE COMPONENTS, AND DISCLAIMS ALL LIABILITY ARISING FROM THEIR USE, OPERATION, OR LICENSING. NOTHING IN THIS AGREEMENT LIMITS YOUR RIGHTS UNDER, OR GRANTS YOU RIGHTS THAT SUPERSEDE, THE LICENSE TERMS APPLICABLE TO ANY OPEN SOURCE COMPONENTS.

9. Limitations of Liability

9.1 Dollar Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR'S, ITS AFFILIATES’, LICENSORS’, AND SERVICE PROVIDERS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT YOU PAID TO VENDOR OR ITS AUTHORIZED PAYMENT PROCESSOR, OR RESELLER FOR PREMIUM FEATURES OF THE EXTENSION AND SERVICES LICENSED UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE USED ONLY THE FREE VERSION OF THE EXTENSION AND SERVICES, VENDOR’S LIABILITY SHALL NOT EXCEED US $100.

9.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VENDOR, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE EXTENSION AND SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

9.3 Clarifications & Disclaimers

THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY TO THE BENEFIT OF VENDOR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS, AS WELL AS:
(a) TO LIABILITY FOR NEGLIGENCE;
(b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE;
(c) LIABILITY ARISING FROM OR RELATING TO THIRD-PARTY DEPENDENCIES (INCLUDING WITHOUT LIMITATION THE VISUAL STUDIO CODE MARKETPLACE, THE VISUAL STUDIO CODE EDITOR, THE GO TOOLCHAIN, AND OTHER EXTENSIONS OR APIS); (d) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (e) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

You acknowledge and agree that Vendor has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this ARTICLE 9 and elsewhere in this Agreement and that such terms form an essential basis of the bargain between the parties.

IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS ARTICLE 9, VENDOR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

9.4 Basis of the Bargain (Reaffirmation)

THE PARTIES AGREE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS ARTICLE 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.5 Non-Excludable Liabilities

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Indemnification

10.1 Indemnification

Customer shall defend, indemnify, and hold harmless Vendor and Vendor Associates (meaning Vendor's officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns) from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim, suit, action, or proceeding ("Indemnified Claim") that is based on or arises from: (a) Customer’s use, misuse, or failure to use the Extension and Services, including violation of any applicable law or regulation; (b) Customer’s breach of this Agreement or violation of any representations, warranties, or obligations hereunder; (c) Customer’s infringement, misappropriation, or violation of any third-party intellectual property, privacy, or other rights; (d) Customer’s export, re-export, or use of the Extension and Services in violation of applicable export control or sanctions laws; (e) Customer’s attempt to access or enable Premium Features without a valid subscription, including license key-sharing, circumvention of technical restrictions, or unauthorized redistribution; and (f) any data, content, or materials submitted or processed by Customer through the Extension and Services.

Vendor reserves the right, at Customer’s expense, to assume the exclusive defense and control of any Indemnified Claim, and Customer agrees to fully cooperate with Vendor in defending such claim. Customer shall not settle any Indemnified Claim without Vendor’s prior written consent.

11. Miscellaneous

11.1 Independent Contractors

The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

11.2 Assignment & Successors

You may not assign, delegate, transfer, or sublicense this Agreement or any of Your rights or obligations under this Agreement, whether by operation of law or otherwise, without Vendor’s prior express written consent. Any attempted assignment in violation of this provision shall be null and void. Vendor may assign, delegate, or transfer this Agreement, in whole or in part, without restriction.

Except to the extent forbidden in this Section 11.2, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.

11.3 Severability

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.
In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

11.4 No Waiver

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.

No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

11.5 U.S. Government Restricted Rights

This Section applies to all acquisitions of the Extension and Services by or for the United States federal government, including by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal government. The Extension, Services and related documentation were developed at private expense and are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §227.7202 (for Department of Defense agencies), as applicable. Consistent with and subject to 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7702-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only such rights as are granted to all other end-users pursuant to the terms herein. Any provisions of this Agreement inconsistent with federal procurement regulations or other federal law are not enforceable against the U.S. Government. Unpublished rights are reserved under the copyright laws of the United States. Customer shall not remove or deface any restricted rights notice or other legal notice appearing in the Extension and Services or on any packaging or other media associated with the Extension and Services. This Section does not grant Customer any rights not specifically set forth in this Agreement, including without limitation any right to distribute the Extension and Services to the United States federal government.

11.6 Choice of Law & Jurisdiction

This Agreement will be governed solely by the internal laws of the State of Delaware, including without limitation applicable federal law, without reference to:
(a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties;
(b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or
(c) other international laws. The parties irrevocably consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in the State of Delaware for actions to enter or enforce an arbitral award or to seek equitable relief; all other disputes are governed by §11.11 (Dispute Resolution).

11.7 Force Majeure

No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control. Vendor shall have no liability for any delay or failure to perform due to any such causes.

11.8 Technology Export

Customer shall not:
(a) permit any third party to access or use the Extension and Services in violation of any U.S. law or regulation; or
(b) export the Extension and Services or otherwise remove them from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Extension and Services in, or export it to, a country subject to a United States embargo.

11.9 Entire Agreement

This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.
Neither party has relied upon any such prior or contemporaneous communications. Any terms or conditions in any purchase order or other document issued by Customer are void and of no effect.

11.10 Amendment

Vendor may amend this Agreement at any time by posting a revised version in the Extension, on its website, or in the Visual Studio Code Marketplace, and in any other authorized distribution channel. Each installation, update, or use of the Extension, and, where presented, each confirmation by clicking "Accept" or a similar button, constitutes renewed acceptance of the version of this Agreement supplied with that installation or update. Except as set forth above, any other amendment must be signed by authorized representatives of both parties.

11.11 Dispute Resolution

Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the Extension and Services, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the State of Delaware.

The arbitration will be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by You and Vendor.

Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Claims must be brought within the statute of limitations or other time required by applicable law.

You agree that You shall bring any claim, action or proceeding arising out of or related to the Agreement in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND VENDOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.

11.12 Notices.

All notices under this Agreement must be in writing and delivered to Vendor at its designated contact address or by email to legal@tooltitude.com. Notices to You may be delivered through the Extension, the Marketplace, or to the contact information You provided.

11.13 Injunctive Relief.

You acknowledge that a breach of Sections 2 (License) or 6 (IP & Feedback) may cause irreparable harm to Vendor for which monetary damages are inadequate, and Vendor may seek injunctive relief without posting bond, in addition to any other remedies available.

11.14 Headings & Interpretation.

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".