Licence Agreement (EULA), version 1.0 (31 October 2026)

Nemeris: End User Licence Agreement (EULA)

Version: 1.0 · Last updated: 29 October 2026

This End User Licence Agreement (the "Agreement") is entered into between Axis Global MMAC SRL, a Romanian company with its registered office at Str. Nerva Traian nr. 27-33, Scara B, Etaj 1, birou 6, Sector 3, Bucharest, registered with the Trade Register under no. J2014004571402, unique registration code 33056253 ("we", "us"), and the person or organisation that buys a licence ("you").

The Agreement has 3 parts. The Terms for all licensees apply to everyone. The Additional terms for consumers apply only if you are a consumer, that is, a natural person acting for purposes outside their trade, business, craft or profession. The Additional terms for businesses apply only if you are not a consumer. If a term for all licensees conflicts with an additional term for consumers, the additional term for consumers prevails for consumers.

Terms for all licensees

What you buy

Nemeris is software made up of 2 plugins for Claude Code, Nemeris + Audit extension (together, the "Software"). You buy a licence to use the Software, on the terms of this Agreement. You do not buy the Software itself, its source code or any intellectual property right in it. We and our licensors reserve all rights that are not expressly granted to you.

The licence

Subject to this Agreement and upon payment, we grant you a perpetual, non-exclusive and non-transferable licence under which you may:

1. install and use the Software on 1 computer (the "Licensed Computer");
2. allow any person who uses the Licensed Computer to use the Software on it;
3. use the Software in your projects, including commercial projects and projects you carry out for your clients;
4. make the copies you need in order to install, run and back up the Software on the Licensed Computer;
5. perform, without our authorisation and notwithstanding any provision of this Agreement to the contrary, the acts that the law permits a person having the right to use a computer program to perform, namely: a) making a back-up copy of the Software, in so far as it is necessary for its use; b) observing, studying or testing the functioning of the Software in order to determine the ideas and principles which underlie any element of it, while performing any of the acts of loading, displaying, running, transmitting or storing which you are entitled to perform; c) reproducing the code and translating its form, under the conditions and within the limits laid down by law, where this is indispensable to obtain the information necessary to achieve the interoperability of the Software with other independently created programs. In addition, we grant you the right to perform the acts necessary for the use of the Software in accordance with its intended purpose, including error correction.

"Perpetual" means that you may use the version you bought, together with the updates received during the periods set out in "Updates", for as long as you wish. It does not mean updates forever.

1 computer per licence

1 licence covers 1 computer. For an additional computer, you buy an additional licence, at the same price.

Moving to another computer. You may move the licence to a new computer: you free the old computer on the recovery page, with the address you paid with, then activate the licence on the new one. Within any 30 days, the licence can be activated on at most 3 new computers in addition to the one it covers; freeing a computer does not reset the count, and reinstalling on the same computer does not count.

What you may not do

You may not:

1. distribute, sell, rent, lend, sublicense or otherwise make the Software or its archive available to anyone else;
2. publish the archive or its contents, in whole or in part, including on a code hosting platform;
3. create a product derived from the Software and distribute it to others;
4. use the Software on more computers than you hold licences for;
5. remove or alter a licence key or a copyright notice in the Software;
6. circumvent or deceive the activation or the licence check (for example by cloning the system or changing the computer's identifier) in order to use the Software on more computers than you paid for;
7. use the Software to develop, test, conceal or distribute malicious software, to gain unauthorised access to computer systems or data, or for any other unlawful purpose.

The fact that you can read the source code does not give you any of these rights.

Updates

• Maintenance of what you bought: fixes and improvements to existing features.
• Security updates (fixes for vulnerabilities): for 5 years from the date of purchase.
• Each security update, once released, remains available for download for at least 10 years or for the remainder of the support period, whichever is longer (Cyber Resilience Act, Article 13(9)).
• We notify you by email at least 6 months before we stop security updates for your version.
• New features are not included in the price. They may be offered separately, for a fee.
• Updates are automatic. At installation, the Software turns on automatic updates in Claude Code for the Nemeris catalogue, nemeris-place. Within 10 minutes of the first message in a session, Claude Code looks for new versions, installs them itself and shows you the message "Plugin updated". The new version is used the next time you start Claude Code.
• You can turn them off at any time. In Claude Code, type /plugin, open Marketplaces, choose nemeris-place and turn off the Enable auto-update option. You turn them back on the same way. If you run the Nemeris installation again, automatic updates are turned back on.
• While automatic updates are off, you install an update yourself: in your terminal, run claude plugin update nemeris@nemeris-place and claude plugin update nemeris-audit@nemeris-place, then start Claude Code again.
• When an update is released, we send you an email that explains what it contains, what happens if you do not install it and how to install it, step by step.

When the update periods end, the Software continues to work as before; you simply no longer receive new versions for that licence.

The licence key and its check

At activation, the Software receives from our server a licence key for your computer and keeps it on that computer; you do not need to keep any key yourself. The Software uses it in 2 ways, both over the internet:

• Updates. When Claude Code checks whether a new version exists, it sends the licence key and a fingerprint of the computer: a 16-character code derived by SHA-256 from the computer's name and its system identifier (MachineGuid on Windows, IOPlatformUUID on macOS, machine-id on Linux), not the identifier itself. Our server allows as many computers as your licence covers; any other computer does not receive updates. A computer that has not asked for updates for 30 days loses its place and its key; the daily check does not keep it. The Software keeps working, but to receive updates again you activate it again.
• A daily licence check. At most once a day, when a Claude Code session starts, the Software asks our server whether your licence is still valid, sending the same key and the same fingerprint.

Only an explicit answer that the licence has been revoked changes anything. A licence is revoked after a refund or after a payment dispute that we have lost; a revocation caused by a dispute is cancelled if the dispute is later decided in our favour. After revocation, the Software can no longer be armed on your computer. What works without arming keeps working, including the block on sub-agents and the Audit extension. It never blocks your own work, and it never deletes, moves or changes any of your files or settings because of the licence. While a payment dispute is open, only updates stop. If our server does not answer (no internet connection, server down), nothing changes, with no time limit.

The check runs on your computer and writes its result to a plain file, which you are able to edit; it is a reminder of the licence terms, not a lock. Circumventing it does not give you a licence.

What the Software does: read this before you buy

The Software is a discipline and verification aid for the work done by an AI coding agent. More precisely:

1. It blocks actions of the AI agent, not your keyboard. When it is active ("armed"), it may refuse actions that the agent tries to take, for example changing files outside a signed plan, committing while the required steps are not complete, changing the Claude Code settings in a way that would disable it, or ending its turn after writing, through a terminal command, to files outside the plan. 1 block applies even when it is not armed: the agent's attempts to start sub-agents are refused until you explicitly allow them, as the documentation describes; every permission you give leaves a visible trace. If you also use the separate Audit extension: a commit Claude makes is refused until an audit of the code has been done and recorded, whether armed or not. Once an audit has been recorded for a repository, the extension also installs its own checks in that repository's git, so any later commit there, by Claude, by a script or by you, is asked for a current audit record. When you need to, you can still commit without it. You can always act yourself, outside the agent.
2. It can make mistakes. It may refuse a legitimate action (false positive) and it may let through something it should have refused (false negative).
3. It is not a guarantee of the correctness, security or compliance of your code, and it does not guarantee that it detects any particular type of problem.
4. You remain responsible for reviewing, accepting and committing your code and for everything the agent does in your projects.
5. It depends on Claude Code. Where Claude Code does not run the automatic checks that plugins register (for example in some agent modes or in the cloud), or where your organisation's settings block them, the Software enforces nothing. Claude Code changes often; a change made by Anthropic may stop the Software from working until we release an update.
6. It does not delete or move your files. It writes to 2 of them: at installation, the Claude Code settings file, where it changes 2 entries after making a backup copy whose name it shows you; and, once an audit has been recorded in a repository, its own checks in that repository's git, never a check of yours that is already there. It deletes only files it has created itself. A record the Software keeps in your project may be left in an inconsistent state if the process is interrupted; the Software then names the file and asks you to look at what happened to it.
7. It sends us almost nothing. It contacts our licence server only at activation, when it sends your email address, a name for the computer and its fingerprint, and then for updates and for the daily check (see "The licence key and its check"), when it sends the licence key and the computer's fingerprint. It collects no telemetry and sends nothing about your code, your requests or your projects. The only signal it follows is a revocation, after which it can no longer be armed; nothing done remotely can delete or change your files. Any other information leaves your computer only through actions you take yourself, for example when you run git push to a repository that contains signed plans. Signed plans record the signer's email address, and the signature carries the signer's public key. When a signed plan is marked as delivered, that record contains your system user name, unless you give another name. The messages the Software shows while Claude Code works enter your conversation with the AI agent and are therefore processed by your AI provider together with that conversation.

Support

We provide support by email at hey@nemerislabs.com for questions about installing and using the Software, for 5 years from the date of purchase, the same period in which you receive security updates. We reply within 48 hours at the latest.

Termination

The licence terminates automatically if you commit a material breach of "What you may not do". On termination, you must stop using the Software and delete it. The provisions which by their nature survive termination remain in force.

Export controls and international restrictive measures

The Software may not be downloaded, used, exported, re-exported or transferred in breach of the legislation on export controls or of the restrictive measures (sanctions) adopted by the European Union, the United Nations or Romania. We do not sell or supply the Software (i) to natural or legal persons, entities or bodies designated under those restrictive measures, or owned or controlled by them, or (ii) in the states or territories for which those measures prohibit the supply of the Software, nor where supply is not permitted by our payment processor. By purchasing, you declare that you are in none of these situations. If that declaration proves to be untrue, we may refuse or stop supplying the Software, to the extent that the law requires us to do so.

Changes to the Agreement

This Agreement is identified by a version number. Your licence is governed by the version accepted on the date of purchase; we keep evidence of the accepted version and of the time of acceptance for as long as your licence exists, and earlier versions remain publicly available at permanent addresses.

1. We do not change the Agreement with retroactive effect to your disadvantage.
2. Changes that are exclusively in your favour apply to all existing licences, with prior notice to you by email.
3. Any other change applies to your licence only with your express consent. Without that consent, your licence remains governed by the accepted version.
4. Updates necessary to keep the Software in conformity, including security updates, are not conditional on accepting a new version of the Agreement. If another update is offered only under the terms of a new version, we inform you before installation; you may refuse it, in which case you keep the version of the Software you have, under the accepted version of the Agreement.

Governing law

This Agreement is governed by Romanian law. For consumers, instead of the clause on jurisdiction, the section "Governing law and jurisdiction" in the additional terms for consumers applies. For businesses, the section "Jurisdiction" in the additional terms for businesses applies.

Additional terms for consumers

Your statutory rights are not affected

Nothing in this Agreement limits or excludes the rights you have by law as a consumer, including the legal guarantee that the Software conforms to this Agreement and to its description. Under Romanian law (Government Emergency Ordinance No. 141/2021), the trader is liable for a lack of conformity that exists at the time of supply and becomes apparent within 5 years of supply; if you live in another country, the rules of your country may apply to you.

If the Software is not in conformity, you may ask us to bring it into conformity free of charge; if this is impossible or disproportionate, or if we do not do so, you may ask for a proportionate price reduction or terminate the contract, and any refund is made within 14 days of the date on which you informed us. The procedure is described in the Withdrawal and Refund Policy, section "If Nemeris does not work as described".

Right of withdrawal

Your right of withdrawal, and the way it ends when you request immediate access to the download, are described in the Withdrawal and Refund Policy.

Intended purpose of the Software and liability

1. The Software is a tool that applies, in Claude Code sessions, the working rules described in the documentation. The Software does not itself write code, does not guarantee that code produced or checked with its help is correct, secure or fit for a particular purpose, and does not replace your own analysis, testing and approval of the code. The code, the instructions given to the artificial intelligence agent, the decisions to accept, publish or run the code, and their consequences, are yours.
2. The Software works under the technical conditions communicated before the conclusion of the contract, in the Pre-contractual Information. A lack of conformity resulting from the incompatibility of your digital environment with those requirements is not attributable to us.
3. You must cooperate with us, to the extent reasonably possible and necessary, through the least intrusive technical means available, in order to establish whether a lack of conformity is caused by your digital environment.
4. We are not liable for: (a) your code, data and projects, or the results produced by the artificial intelligence agent; (b) Claude Code, Anthropic's models or other third-party products or services, which we do not supply; (c) a lack of conformity caused solely by your failure to install, within a reasonable time, an update that we supplied to you, if we informed you of its availability and of the consequences of not installing it, and the failure to install it or its incorrect installation is not due to shortcomings in the installation instructions we provided; (d) use of the Software contrary to the documentation or to this Agreement, including modifying, circumventing or disabling its mechanisms; (e) the programs, code and other results you create with the help of the Software, their use and any damage caused by them, including in the case of a use prohibited by this Agreement.
5. To the extent that the damage was caused or aggravated by your own conduct, compensation is reduced accordingly. We owe no compensation for damage you could have avoided with minimal diligence, including by keeping backups and the version history of your projects. We are liable only for damage that was foreseeable at the time the contract was concluded.
6. The limitations in points 4 and 5 do not apply to liability for damage caused intentionally or through gross negligence, for injury to life, body or health, or to product liability, which cannot be excluded or limited by law. For a lack of conformity you benefit, in all cases, from the statutory remedies for lack of conformity described in this Agreement.
7. No provision of this Agreement restricts the rights conferred on you by mandatory consumer protection law.

Governing law and jurisdiction

(1) This Agreement is governed by Romanian law. The choice of Romanian law does not deprive you of the protection afforded to you by the provisions of the law of the country of your habitual residence that cannot be derogated from by agreement, in accordance with Article 6(2) of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I).

(2) We will endeavour, together with you, to settle amicably any dispute arising out of or in connection with this Agreement, including its conclusion, validity, interpretation, performance or termination, without such an attempt being a precondition for bringing proceedings before a court. You may also use the alternative dispute resolution procedures indicated on the "Company details" page.

(3) If you are domiciled in a Member State of the European Union, you may bring proceedings against us either in the courts of Romania or in the courts of the place where you are domiciled, and we may bring proceedings against you only in the courts of the Member State in which you are domiciled, in accordance with Article 18 of Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast).

(4) If you are domiciled outside the European Union, the jurisdiction of the courts is determined in accordance with the applicable rules of private international law. This Agreement does not exclude the jurisdiction of the courts of the country in which you are domiciled, to the extent that such jurisdiction is provided for by a mandatory rule of the law of that country.

Additional terms for businesses

No warranties beyond this Agreement

To the fullest extent permitted by law, the Software is provided "as is", without warranties of merchantability, fitness for a particular purpose or non-infringement of the rights of others, except as expressly provided in this Agreement. You use the Software at your own risk and are responsible for the way you use it and for your code, your decisions and your results.

Limitation of liability

(1) We are liable to you only for direct damage caused by a non-conformity of the Software with the specifications in the documentation that is attributable to us.

(2) To the extent permitted by law, our total liability to you, on whatever basis, contractual or tortious, is limited to the price actually paid for the licence in connection with which the damage occurred.

(3) Subject to paragraph (4), we are not liable for indirect damage, including, without limitation, loss of profit, loss of customers, loss or corruption of data, business interruption and loss of opportunity.

(4) The limitations in paragraphs (1) to (3) do not apply to damage caused intentionally or through gross negligence, to injury to physical or mental integrity or to health, or in any other case in which the exclusion or limitation of liability is prohibited by the applicable law, including by the overriding mandatory provisions of another country that apply irrespective of the law chosen. In all other cases, the limitations apply to the fullest extent permitted by law.

(5) You declare that you have taken note of the clause on the limitation of liability set out in this section and of the clause on jurisdiction, and that you expressly accept them by the separate declaration made at checkout.

Jurisdiction

Disputes are settled exclusively by the courts of Bucharest, Romania.

Indemnity

You indemnify us against any claim brought against us by a third party, and against the related reasonable costs, including lawyers' fees, arising from the use of the Software in breach of the prohibitions in this Agreement or of the law.

Contact: hey@nemerislabs.com · Axis Global MMAC SRL · Str. Nerva Traian nr. 27-33, Scara B, Etaj 1, birou 6, Sector 3, Bucharest, Romania