End User License Agreement

Last updated: February 2026

This End User License Agreement ("Agreement") is a legal agreement between you ("User" or "you") and Pencil Technologies, Inc. ("Pencil", "we", "us", or "our") governing your use of the Pencil vector design tool, including its IDE extensions (for Cursor, VS Code, Windsurf, and other supported editors), desktop applications (for macOS, Windows, and Linux), and any related services, documentation, and updates (collectively, the "Software").

1. Agreement to Terms

By downloading, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you must not download, install, or use the Software. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, in which case "you" refers to that entity.

2. License Grant

Subject to your compliance with the terms of this Agreement, Pencil grants you a limited, non-exclusive, non-transferable, revocable license to:

  • Install and use the Software on devices that you own or control, for personal or internal business purposes.
  • Use the IDE extensions within supported integrated development environments.
  • Use the desktop application on macOS, Windows, or Linux operating systems.
  • Create, edit, export, and manage design files using the Software's features, including the .pen file format.

This license does not grant you any rights to future versions or updates of the Software, which may be provided at Pencil's sole discretion and may be subject to additional or different terms.

3. Restrictions

You agree that you will not, and will not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
  • Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or any rights therein to any third party.
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
  • Use the Software to develop a competing product or service.
  • Use the Software in any manner that violates applicable laws, regulations, or third-party rights.
  • Circumvent or disable any security, authentication, or license-management features of the Software.
  • Use automated means to access or interact with the Software in a way that exceeds reasonable use, including overloading AI-powered features.

4. Ownership

The Software and all copies thereof are proprietary to Pencil and title thereto remains in Pencil. All rights in the Software not specifically granted in this Agreement are reserved to Pencil. The Software is protected by copyright laws and international treaty provisions.

You retain full ownership of any design files, assets, and creative content that you produce using the Software. Pencil claims no ownership or license rights over your content.

5. Updates and Modifications

Pencil may, from time to time, release updates, patches, bug fixes, or new versions of the Software. These updates may be installed automatically or may require manual action depending on your platform and settings. Updates are subject to the terms of this Agreement unless accompanied by a separate license agreement.

Pencil reserves the right to modify, suspend, or discontinue any part of the Software at any time, with or without notice. Pencil shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Software.

6. Termination

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any of its terms. Pencil may also terminate this Agreement at any time for any reason by providing notice to you.

Upon termination, you must immediately cease all use of the Software and destroy all copies, full or partial, of the Software in your possession or control. Termination does not limit any of Pencil's other rights or remedies at law or in equity.

Sections 3, 4, 7, 8, 9, and 10 of this Agreement shall survive any termination.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

PENCIL DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PENCIL DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUT GENERATED BY AI-POWERED FEATURES OF THE SOFTWARE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PENCIL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF PENCIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PENCIL'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT YOU HAVE PAID TO PENCIL FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100), WHICHEVER IS GREATER.

9. Privacy

Your use of the Software is subject to Pencil's Privacy Policy, which describes how we collect, use, store, and share your information. By using the Software, you consent to the data practices described in the Privacy Policy.

The Software may collect anonymized usage data, diagnostic information, and crash reports to help us improve the product. You may opt out of non-essential data collection through the Software's settings where applicable.

10. General Provisions

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Delaware.

Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Entire Agreement

This Agreement constitutes the entire agreement between you and Pencil with respect to the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, written or oral, regarding the subject matter herein.

Waiver

The failure of Pencil to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Pencil.

Assignment

You may not assign or transfer this Agreement, or any rights granted hereunder, without Pencil's prior written consent. Pencil may assign this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Contact

If you have any questions about this Agreement, please contact us at legal@pencil.dev.