Terms of Use

Effective 7 October 2026 · Version 1.2

These terms are the agreement between you and Semantix, a sole proprietorship based in Israel ("Semantix", "we", "us"), covering your use of Semantix Studio, the tools we ship with it, and the services we run for it (together, "the Software").

We have written this in plain language on purpose. If a sentence here is unclear, that is our fault, not yours — write to us and we will fix the wording.

By installing or using the Software, you agree to these terms. If you do not agree, do not install it.

1. What you may do#

We grant you a personal, worldwide, non-exclusive licence to install and run the Software on any computer you own or control, for as many installations as you need. The licence is revocable in accordance with section 11 — not at whim.

You may use it commercially. At work, on client projects, inside a company, to build software you sell. You do not need a separate licence for that, and we do not charge for it.

The Studio is free. You never pay to install it or to run it. Some of what the Software does runs on our servers — tasks that keep running while your computer is off, and memory that follows your agents — and the Free plan sets limits on those. A paid plan raises the limits (section 8). A plan never puts a price on the Software you already have.

2. What you make is yours#

You own everything you create with the Software. Your source code, your projects, your data, your configurations, your notes, your memory, the output of any agent you run. We claim no licence over it, no ownership of it, and no right to use it beyond running the services you asked for.

We do not train models on your code, your prompts, or anything you make with the Software.

What we make is ours. The Software, its code, its design, and the Semantix name belong to us. These terms give you a licence to use the Software, not ownership of it.

If you believe something stored on our services infringes your rights, write to legal@semantixstudio.com, saying what it is and why, and we will look into it and act. We may remove content stored on our services, or suspend the account that stores it, when it breaks the law or these terms.

3. What stays on your machine, and what leaves it#

This is the section most tools are vague about. We would rather be exact, because you cannot make a sensible decision about a developer tool without knowing this.

What stays on your machine, always:

• Your source code and project files.
• The code index and the graph built from them.
• Your settings, themes, and local configuration.
• Your API keys, in a configuration file in your own home directory, readable only by you.

The editor, the index, and the code graph work fully offline and never upload your code. That is a real property of the Software, not a marketing line — the indexing happens on your computer, and nothing about it requires us.

What leaves your machine when you run an agent:

When you ask an agent to do something using our hosted service, that request carries:

• your prompt,
• the file context assembled for it — which may include the contents of your files,
• the results of tools the agent runs, such as file contents, search results, and command output,
• and the API key for the model provider you configured.

Our service passes it to the model provider you chose and returns the answer. Transmission is encrypted, and we do not train on it or sell it.

What we keep is your choice. Local only is on unless you turn it off (Settings → Privacy). While it is on, we keep none of the above: it serves that request and is gone. If you turn it off, we keep your agent runs — the conversation, the tool calls and their results, and token usage — so your history is there for you. Two more switches, each off until you turn it on, keep more: Back up conversations keeps a copy of each conversation, and Semantix Memory keeps what your agents remember. Tasks keep their schedules and run history on our servers, because that is how they follow you. The Privacy Policy lists everything we keep, who processes it, and for how long.

4. You may modify and extend it#

This is a grant, not a restriction, and it is deliberate.

You may modify, extend, theme, script, and reconfigure the Software for your own use. You may inspect its files, change its themes and stylesheets, write your own tools and extensions against it, and adapt how it behaves. It runs on your computer; it should answer to you.

We ask two things in return:

• Do not redistribute it. Not the Software, not a modified version of it, not repackaged under another name. If you want someone else to have it, send them to us.
• Do not resell it, or offer it to third parties as a hosted service, without our written agreement.

The Software is not open source. Its source code is not published, and this section does not grant you rights to any source code we have not shipped to you.

5. What you may not do#

• Redistribute, sublicense, rent, lease, or sell the Software.
• Remove or alter our name, logo, or notices, and pass the result off as your own product.
• Use the Software to break the law, or to build something whose purpose is to harm people.
• Use it to make or spread sexual content involving anyone without their consent, deepfakes of real people, harassment or hate, malware, or other people's private information; or to deceive people, for example by impersonation or fraud.
• Use it to get around the safety measures of the model providers you connect.
• Infringe anyone's copyright, trademark, or other rights, including by giving an agent material you have no right to use.
• Interfere with the security of the Software, our services, or anyone else's account.
• Pay with a card you are not allowed to use, or otherwise defraud us or Paddle.
• Circumvent licensing, plan limits, or access controls on our services.

6. The agent can change your files#

Read this section even if you skip the rest.

Semantix Studio runs AI agents that have real access to your computer. Depending on what you ask and what permissions you grant, an agent can create, modify, move, and delete files, run shell commands, and make network requests. That is the product working as designed. It is also genuinely dangerous.

You are responsible for what you run.

• Keep your work in version control, and keep backups. Treat an agent's write access the same way you would treat handing your keyboard to a stranger who is fast, capable, and occasionally confidently wrong.
• Review what an agent proposes before you let it act on anything you cannot afford to lose.
• AI models produce incorrect output. They invent facts, misread code, and make confident mistakes. Verify anything that matters.
• Do not rely on an agent for legal, medical, financial, or other professional advice without a qualified person checking it.

We are not liable for data loss, damaged files, broken systems, or bad decisions resulting from actions an agent takes on your machine. See section 10.

7. AI models, keys, and your accounts#

The Software does not include an AI model.

To use it, you connect your own model — an OpenAI-compatible API key, or a separately-installed Claude Code login. This means:

• Your keys are yours. They are stored on your own computer, in your own configuration directory, with owner-only permissions. When you run an agent through our hosted service, the key is sent with that request so we can call your provider on your behalf, under the terms of section 3. We never store it on our side and we never use it for anything else.
• Your accounts and bills are yours. Your relationship with your model provider is governed by their terms, not ours. What you are charged for tokens, how they handle your data, and what their models are allowed to do are matters between you and them.
• What you give an agent, and what you do with its answer, are yours too. You are responsible for your prompts, for having the right to use what you give an agent, and for how you use its output.
• We are not responsible for model output, for provider outages, for price changes, or for a provider terminating your access.

Some capabilities depend on services we run rather than on code shipped inside the download. If those services are unavailable, the features that rely on them will not work, while the editor, the index, and the graph continue to work offline.

8. Paid plans#

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle takes the payment, charges any sales tax or VAT that applies where you live, sends your receipt, and handles refunds. When you buy a plan, you also agree to the Paddle Buyer Terms.

• Price. A plan costs what our pricing page says when you buy it. Depending on where you live, tax is included in that price or added to it; the checkout shows the total before you pay.
• Billing. A plan is billed monthly, in advance, and renews automatically each month until you cancel.
• Cancelling. Cancel at any time from Billing → Manage billing. You won't be charged again, and the plan stays until the end of the month you have paid for.
• Refunds. You can get a full refund within 14 days of your first payment. The Refund Policy has the details.
• Price changes. If a plan's price changes, we will tell you at least 30 days before the new price applies to you, and you can cancel before it does. If you bought at a founder rate, that price stays yours for as long as you keep the plan.
• Failed payments. If a renewal payment fails, Paddle tries it again for a while, and your plan stays active meanwhile. If the payment cannot be collected, the plan ends.
• When a plan ends — you cancel, a refund goes through, or a payment cannot be collected — the account moves to the Free plan, and what you made is kept. Your memories stay stored and your agents reach the newest 1,000 of them. The first 10 of your tasks keep running inside the Free plan's hours, and the rest pause. Return to a paid plan and all of it is reachable again.
• Limits. Each plan's limits are on our pricing page.

9. Early software#

Version 1 is early software, shipped for Linux, and it does not update itself. There is no automatic update mechanism — you install new versions yourself when we publish them.

We may change, remove, or break features between versions. We will try not to surprise you, but we cannot promise stability of any particular behaviour, format, or interface at this stage.

10. No warranty, and the limit of what we owe you#

The Software is provided "as is", without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that it will be uninterrupted, error-free, or that it will meet your requirements.

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, or consequential damages, or for lost profits, lost data, or business interruption, arising from your use of or inability to use the Software — even if we were told such damages were possible.

Where liability cannot lawfully be excluded, our total liability to you is limited to the greater of what you paid for a plan in the twelve months before the claim, or US $50.

11. Ending this agreement#

You may stop using the Software and delete it at any time. That ends this agreement. Cancelling a paid plan is covered in section 8.

We may suspend your access to our services, or end this agreement, if you materially breach it — for example, by redistributing or reselling the Software — if a payment for a plan is not made, if your account puts the security of our services or other people at risk or shows signs of fraud, or if you break section 5 seriously or repeatedly. Where we can, we will tell you first and give you a chance to put it right. On termination you must stop using the Software and remove your installations.

Sections 2, 3, 6, 7, 10, and 12 survive termination.

12. Governing law#

These terms are governed by the laws of the State of Israel, and the competent courts of Tel Aviv-Yafo have exclusive jurisdiction over any dispute arising from them.

This does not take away rights you already have. If the consumer-protection law of the country where you live gives you mandatory rights that cannot be waived by agreement, those rights still apply to you, and nothing in these terms overrides them.

13. Changes to these terms#

We may update these terms as the Software changes. When we do, we will change the version and date at the top of this page. Material changes will be announced on our site. Continuing to use the Software after a change means you accept the updated terms.

Every previous version remains identifiable by its version number, so you can always tell which terms you agreed to.

14. Talk to us#

Questions about these terms, or about anything in them that reads as unfair, should go to legal@semantixstudio.com. Payments and refunds: support@semantixstudio.com.

We would rather fix a clause than argue about one.