PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA" OR "AGREEMENT") CAREFULLY BEFORE INSTALLING, DOWNLOADING, OR USING THE MERGEGUIDE SOFTWARE OR SERVICE. BY (A) CLICKING "I ACCEPT" OR ANY EQUIVALENT BUTTON, (B) INSTALLING, DOWNLOADING, OR USING THE SOFTWARE, OR (C) ACCEPTING A QUOTE OR ORDER THAT REFERENCES THIS EULA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms, and "You" or "Your" refers to that organization.
If You do not agree to these terms, do not install, download, or use the Software, and do not click "I Accept."
| Term | Definition |
|---|---|
| "Company", "MergeGuide", "We", "Us", "Our" | MergeGuide, Inc., a Delaware corporation. |
| "Software" | The MergeGuide client-side software components, including the VS Code extension, JetBrains plugin, command-line interface (CLI), Model Context Protocol (MCP) server integration, git hooks, and any associated documentation, updates, and patches. |
| "Service" | The MergeGuide SaaS platform, including the cloud-hosted dashboard, API, PR Gate, evidence engine, and server-side evaluation engine, as further described in the Terms of Service. |
| "User", "You", "Your" | The individual or organization that installs, downloads, or uses the Software. |
| "Authorized User" | An individual employee or contractor of Your organization authorized to access and use the Software under a valid subscription. |
| "Evaluation" | A policy check performed by the Software against code, configuration, or other content, whether executed locally or via the Service. |
| "Policy" | A governance rule, defined in YAML or other supported format, that the Software evaluates against code or content. |
| "Your Content" | Code, data, policies, configurations, and other content that You submit to or process through the Software or Service. |
| "Order" | A quote, order form, statement of work, or other ordering document executed by or click-accepted by You and MergeGuide that references this EULA. |
| "Subscription" | The right to access and use the Software and Service for the term and seat count set forth in an Order. |
Subject to Your compliance with this Agreement and Your Subscription, MergeGuide grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices owned or controlled by You (or Your organization) solely for the purpose of:
The scope of Your license depends on Your Subscription tier. MergeGuide does not gate features by tier; all tiers receive the full feature set. Tiers differ only by usage caps, support level, and commercial terms.
| Tier | Seats | Pricing Model | Usage Caps | Support / SLA |
|---|---|---|---|---|
| Free | 1 | $0 | 1 repository; 100 Evaluations per month; 30-day evidence retention | Community and documentation only |
| Team | 2–25 | Self-serve subscription via MergeGuide checkout (monthly or annual) | Up to 30 repositories; unlimited Evaluations; 1-year evidence retention | Email support, business hours |
| Enterprise | Any seat count, OR any deployment requiring SSO/SAML, custom Service Level Agreement, custom Master Services Agreement, or other commercial features | Custom, by Order | Unlimited repositories; unlimited Evaluations; configurable evidence retention (typically 7 years) | Per executed SLA; named support contact |
Where an executed Master Services Agreement ("MSA") is in effect between You and MergeGuide, the MSA governs and supersedes this EULA to the extent of any conflict.
The Software may include open source software components licensed under their respective open source licenses. A list of such components and their applicable licenses is available upon request to legal@mergeguide.com and within the Software's documentation. To the extent any open source license terms conflict with this EULA, the open source license terms prevail with respect to the applicable open source component only.
You shall NOT:
The Software and Service, including all algorithms, models, designs, user interfaces, documentation, trademarks (including the MergeGuide name and logo), policy frameworks, evidence schemas, and any derivative works, are and shall remain the exclusive property of MergeGuide. This EULA does not convey any ownership interest in the Software. All rights not expressly granted herein are reserved by MergeGuide.
You retain all right, title, and interest in and to Your Content. You grant MergeGuide a limited, non-exclusive, royalty-free, worldwide license to process Your Content solely as necessary to provide the Software and Service functionality and to generate compliance evidence on Your behalf.
MergeGuide does not store, copy, or retain Your source code. The Software analyzes code patterns in real time and generates governance evaluation results. Only Evaluation metadata, policy results, and compliance evidence artifacts are stored. Source code content is processed transiently and discarded after Evaluation.
If You provide MergeGuide with feedback, suggestions, enhancement requests, or recommendations regarding the Software or Service, You grant MergeGuide a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, incorporate, modify, and commercialize such feedback in connection with MergeGuide's business operations, with no obligation of compensation or attribution.
The Software processes the following categories of data:
| Data Category | Processing Location | Stored? |
|---|---|---|
| Source code content | Local device (client-side evaluations); ephemerally on the Service for PR Gate evaluations | No, processed transiently |
| Repository metadata (file paths, commit refs, branch names) | Local + Service | Yes, evaluation context |
| Evaluation results | Local + Service | Yes, governance record |
| Evidence artifacts (OSCAL, audit reports) | Service | Yes, compliance audit trail |
| Policy configurations | Local + Service | Yes, service personalization |
| Account, billing, and usage data | Service | Yes, account management |
MergeGuide's collection, use, and processing of personal data in connection with the Software and Service is governed by the MergeGuide Privacy Policy, available at https://mergeguide.com/page-privacy.html. By using the Software, You acknowledge that You have read and understand the Privacy Policy.
MergeGuide implements technical and organizational measures appropriate to the risk to protect data processed through the Service, including:
A current list of MergeGuide's sub-processors is available at https://mergeguide.com/page-sub-processors.html.
Where MergeGuide processes personal data on Your behalf, the parties' Data Processing Addendum ("DPA"), available upon request to legal@mergeguide.com or as executed between the parties, applies and is incorporated by reference.
Client-side Software components (IDE extensions, git hooks, CLI, MCP server) operate locally on Your device and are not subject to cloud-based availability constraints. Availability of these components depends on Your local environment.
Server-side components (PR Gate, dashboard, API, evidence engine) are provided on a "commercially reasonable efforts" basis. Free and Team tier customers receive the Service without a contractual uptime commitment. Enterprise customers receive uptime commitments under a separately executed Service Level Agreement (SLA).
MergeGuide may release updates, patches, or new versions of the Software from time to time. Updates may be installed automatically through Your IDE's extension marketplace or package manager. Continued use of the Software after an update constitutes acceptance of any modified terms posted with that update. MergeGuide is not obligated to provide updates or to support prior versions indefinitely.
You represent and warrant that:
MergeGuide reserves the right to suspend or terminate Your access if MergeGuide determines, in its sole discretion, that Your use may violate export control or sanctions laws.
MergeGuide may, from time to time, make beta, preview, early access, or experimental features available in the Software (collectively, "Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranty or SLA commitment. MergeGuide may modify, suspend, or discontinue Beta Features at any time without prior notice. Your use of Beta Features is at Your own risk, and MergeGuide shall have no liability for any loss or damage arising from Your use of Beta Features.
The Software integrates with third-party platforms and services, including but not limited to GitHub, GitLab, Bitbucket, the VS Code Marketplace, the JetBrains Marketplace, AI coding assistants via the Model Context Protocol (MCP), and identity providers via SAML/OIDC. Your use of these integrations is subject to the respective third-party terms and policies. MergeGuide is not responsible for the availability, accuracy, security, or functionality of any third-party service. You authorize MergeGuide to access Your accounts on integrated platforms as necessary to provide the Software's functionality.
THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY.
MERGEGUIDE DOES NOT WARRANT THAT:
THE SOFTWARE IS A GOVERNANCE TOOL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL SECURITY REVIEW, LEGAL COMPLIANCE ADVICE, CODE AUDIT, OR PENETRATION TESTING. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND COMPLIANCE OF YOUR CODE AND SYSTEMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
11.1 No Indirect Damages. IN NO EVENT SHALL MERGEGUIDE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT MERGEGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. MERGEGUIDE'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO MERGEGUIDE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
11.3 Carveouts. The foregoing limitations shall not apply to: (i) Your payment obligations; (ii) liability arising from Your violation of Section 3 (Restrictions) or Section 7 (Export Compliance); (iii) MergeGuide's indemnification obligations under Section 12; or (iv) either party's liability for fraud, gross negligence, or willful misconduct.
You agree to indemnify, defend, and hold harmless MergeGuide and its officers, directors, employees, and agents from any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your use of the Software in violation of this Agreement; (b) Your Content; (c) Your violation of any applicable law or third-party rights; or (d) Your violation of Section 7 (Export Compliance).
MergeGuide shall indemnify, defend, and hold harmless You from any third-party claims alleging that the Software, as provided by MergeGuide and used in accordance with this Agreement, infringes a third party's intellectual property rights, provided that MergeGuide shall have no obligation under this section if the alleged infringement arises from: (a) Your modification of the Software; (b) Your combination of the Software with non-MergeGuide products or services not contemplated by the documentation; (c) Your use of the Software in violation of this Agreement; or (d) Your use of a version of the Software other than the most current version, if the infringement would have been avoided by using the current version.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on its behalf without prior written consent.
If the Software is held to infringe or if MergeGuide reasonably believes it is likely to be held to infringe, MergeGuide may, at its option and expense: (a) procure the right for You to continue using the Software; (b) modify or replace the infringing component to make it non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate this EULA and refund any prepaid fees for the unused portion of Your Subscription term.
This EULA is effective upon the earlier of (a) Your installation, download, or first use of the Software, or (b) Your acceptance via click-through or Order, and continues until terminated as provided herein.
You may terminate this EULA at any time by uninstalling the Software and ceasing all use. Termination of this EULA does not automatically terminate Your Subscription to the Service (which is governed by the Terms of Service or executed MSA, as applicable), nor does it relieve You of payment obligations for the remainder of any prepaid term.
MergeGuide may terminate this EULA immediately upon written notice if: (a) You breach any term of this Agreement and fail to cure within fifteen (15) days of written notice; (b) You violate Section 3 (Restrictions) or Section 7 (Export Compliance); (c) MergeGuide is required to do so by law; or (d) Your Subscription to the Service expires or is terminated.
Upon termination: (a) all licenses granted herein immediately cease; (b) You must uninstall and destroy all copies of the Software; (c) MergeGuide will make Your Service data available for export for thirty (30) days following termination upon Your written request; (d) MergeGuide will delete Your Service data within ninety (90) days following termination, except as required by law or for retention of evidence artifacts under regulatory mandate. Sections 3, 4.1, 4.4, 5.2, 10, 11, 12, 14, and 15 shall survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions.
Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days following written notice of the dispute.
Any dispute not resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the arbitrator may award reasonable attorneys' fees to the prevailing party.
You agree that any disputes shall be conducted on an individual basis and not as part of a class, consolidated, or representative action. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of representative or class proceeding.
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction for matters relating to intellectual property rights, confidential information, or unauthorized use of the Software, without first satisfying the informal resolution or arbitration requirements of this Section 14.
| Provision | Detail |
|---|---|
| Entire Agreement | This EULA, together with the Terms of Service, Privacy Policy, DPA, and any applicable MSA or Order, constitutes the entire agreement between You and MergeGuide regarding the Software. In the event of a conflict, the order of precedence is: (1) executed MSA, (2) executed Order, (3) this EULA, (4) Terms of Service, (5) Privacy Policy. |
| Assignment | You may not assign this EULA without MergeGuide's prior written consent. MergeGuide may assign this EULA freely in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. |
| Severability | If any provision of this EULA is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable. |
| Waiver | Failure to enforce any right under this EULA does not constitute a waiver of that right. |
| Force Majeure | Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, government action, pandemic, internet disruptions, or third-party service outages. |
| Electronic Communications | You consent to receiving communications from MergeGuide electronically. Electronic communications satisfy any requirement that such communications be in writing. |
| Notices | Notices to MergeGuide must be sent to legal@mergeguide.com with a copy to MergeGuide, Inc., 4212 San Felipe St #1022, Houston, TX 77027. Notices to You will be sent to the email associated with Your account. |
| Amendments | MergeGuide may update this EULA from time to time. Material changes will be communicated by email to account administrators and posted at https://mergeguide.com/page-eula.html with at least thirty (30) days' notice before taking effect. Continued use of the Software after the effective date of the updated EULA constitutes acceptance. |
| Independent Contractors | The parties are independent contractors. Nothing in this EULA creates a partnership, joint venture, agency, or employment relationship. |
| No Third-Party Beneficiaries | This EULA does not create any third-party beneficiary rights. |
For questions about this EULA, contact:
MergeGuide, Inc.
4212 San Felipe St #1022
Houston, TX 77027
United States
Email: legal@mergeguide.com
Web: https://mergeguide.com
© 2026 MergeGuide, Inc. All rights reserved.