SEMARCHY VS CODE EXTENSION
End-User License Agreement (EULA) - Version 1.1 — 30 September 2025

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING THE SEMARCHY VS CODE EXTENSION (THE “EXTENSION”), YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE EXTENSION.

1. Definitions
“Semarchy”, “we”, or “us” means the applicable Semarchy entity issuing this EULA and its Affiliates.  “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests, and the Semarchy Affiliates applicable for this EULA are set forth in Section 17 (Governing Law, Dispute Resolution) below. Affiliates may perform obligations or exercise rights under this EULA, but are not contracting parties and are not jointly liable unless expressly stated. “You” means the individual or legal entity installing or using the Extension. “Documentation” means any user guides or other materials we provide with the Extension.
2. License Grant
Subject to this EULA, Semarchy grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Extension solely in connection with your licensed use of the applicable Semarchy licensed product (the “Applicable Semarchy Product” with Visual Studio Code, solely for your internal business purposes.
3. Permitted Use
You may install and run the Extension on devices you control and use it as described in the Documentation. The Extension is licensed, not sold, and if the Extension is provided free of charge, no fees are due for the license.
4. Restrictions
Except to the extent expressly permitted by applicable law notwithstanding this restriction, you will not (a) copy, modify, translate, or create derivative works of the Extension; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code of the Extension; (c) distribute, sell, rent, lease, sublicense, or transfer the Extension to any third party; (d) remove, alter, or obscure any proprietary notices on or in the Extension; (e) use the Extension to develop a competing product or service, or to benchmark or publish performance results without prior written consent from Semarchy.
5. Ownership; Feedback
Semarchy and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Extension and Documentation. No rights are granted to you other than as expressly stated in this EULA. Any feedback or suggestions you provide may be used by Semarchy without restriction or obligation to you.
6. Third-Party & Open-Source Components
The Extension may include or link to third‑party libraries that are licensed under their own terms (“Third-Party Components”). To the extent required by those terms, the licenses for Third-Party Components will govern their use. A Third-Party Notices file may accompany the Extension and is incorporated by reference.
7. Updates; Changes
Semarchy may provide updates, patches, or new releases (“Updates”). Updates are deemed part of the Extension and subject to this EULA unless different terms accompany the Update. Semarchy may, without liability, modify or discontinue features or functionality at any time at its sole discretion.
8. Data & Telemetry (If Enabled)
The Extension itself does not collect personal data unless explicitly stated in the Documentation. If telemetry or diagnostic data collection is enabled, it is used to improve product quality and may be disabled as described in the Documentation. For more information, consult Semarchy’s privacy policy as referenced in the Extension’s README or Marketplace listing.
9. Confidentiality
If, through the Extension, you receive Semarchy non‑public information marked confidential or that a reasonable person would consider confidential, you will use such information only as necessary to use the Extension, will not disclose the same to any third party and will protect it with at least the same degree of care you use to protect your own confidential information, and in no case less than reasonable care.
10. Disclaimer of Warranties
THE EXTENSION IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEMARCHY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SEMARCHY DOES NOT WARRANT THAT THE EXTENSION WILL BE ERROR‑FREE OR UNINTERRUPTED.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEMARCHY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER SEMARCHY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEMARCHY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA OR THE EXTENSION WILL NOT EXCEED THE AMOUNTS (IF ANY) PAID BY YOU TO SEMARCHY FOR THE EXTENSION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Indemnification
You will indemnify and hold harmless Semarchy from and against any third‑party claims and liabilities (including reasonable attorneys’ fees) arising from your breach of this EULA or your misuse of the Extension.
13. Term and Termination
This EULA is effective from the time you install or use the Extension and continues until terminated. Semarchy may suspend or terminate this EULA immediately if you breach it. Upon termination, you must cease use of and uninstall the Extension. Sections 4–6 and 8–18 survive termination.
14. Export Compliance
You represent that you are not located in a jurisdiction subject to comprehensive embargoes and are not a denied or restricted party. You will comply with applicable export control and sanctions laws in your use of the Extension.
15. Government Use
If you are a U.S. Government end user, the Extension is “commercial computer software” and use, duplication, or disclosure is subject to the restrictions in FAR 12.212 and DFARS 227.7202, as applicable.
16. Governing Law; Dispute Resolution
 This Agreement shall be construed in accordance with the laws of applicable jurisdiction referenced in the table below, excluding its conflict of laws rules, and except for injunctive relief actions, the parties hereby consent to the exclusive jurisdiction of the applicable courts set forth below:
| Semarchy Entity    |     Jurisdiction      |             Courts                  |
|--------------------|-----------------------|-------------------------------------|
| Semarchy, Inc.     | State of Delaware USA | County of New Castle, Delaware, USA |
| Semarchy Ltd       | England and Wales     | England and Wales                   |
| Semarchy SAS       | France                | Paris, France                       |
 Any dispute arising out of or in connection with this Agreement, including but not limited to any question regarding its existence, interpretation, validity, performance, enforcement or termination, or any dispute between the parties arising from the parties' relationship created by this Agreement, shall be referred to and finally resolved by the aforementioned courts. If you are prohibited by law from consenting to above law and venue, the mandatory laws and courts of your habitual residence will apply.
Note: For the Microsoft Commercial Marketplace version of this EULA, the Semarchy contracting party is Semarchy, Inc. and the row for such entity in the table above applies.
17. Entire Agreement; Order of Precedence; Severability
This EULA together with the license for the Applicable Semarchy Product constitutes the entire agreement between you and Semarchy regarding the Extension and supersedes any prior or contemporaneous communications on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in effect. In the event of a conflict between this EULA, the license for the Applicable Semarchy Product and any open‑source license terms for Third‑Party Components, the latter will control for those components, and for any conflicts between the Applicable Semarchy Product license and this EULA, the EULA will control.
18. Assignment
You may not assign or transfer this EULA, by operation of law or otherwise, without Semarchy’s prior written consent. Any attempt to do so is void. Semarchy may assign this EULA without restriction.
19. Contact
Questions about this EULA may be directed to: legal@semarchy.com.

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