Elements License and Subscription Agreement

Last updated: May 6, 2026

This License and Subscription Agreement (the "Agreement") is a binding contract between Elements Dev Corporation, a Delaware corporation ("Elements", "we", "us"), and the person or entity that purchases a Subscription, installs the Software, or uses the Services ("Customer", "you").

By clicking "I agree" (or similar) at checkout, purchasing a Subscription, installing the Software, or using the Services, you agree to this Agreement. You represent that you are at least 18 years of age. If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity.

In short. A subscription lets you run the elements tooling on as many machines as you have licenses for, concurrently. The Runtime Packages your applications import (@elements/app and similar) are MIT-licensed and yours forever, even after your subscription ends. We bill a flat price per license per period, pro-rated for adds mid-period, and don't refund cancellations. See /pricing for prices; the numbered sections below are the binding contract.

1. Definitions

"Active License Count" means the quantity of Licenses Customer has selected on Customer's billing page for the current Subscription Period.

"Agreement" means this License and Subscription Agreement together with each Order.

"Documentation" means the user-facing documentation we make available for the Software.

"Fees" means the amounts payable by Customer for a Subscription, as stated in the applicable Order and on Customer's billing page.

"License" means a single concurrent-use right to run the Tooling on one Machine, granted under Section 3.

"Machine" means a single physical or virtual computing environment (for example, a developer workstation, a build server, or a deployment host) on which the Tooling is executed.

"Order" means the checkout, order form, or other ordering document through which Customer purchases a Subscription. The Order identifies the initial Active License Count, the Fees, the Subscription Period, and whether the Subscription is set to auto-renew.

"Runtime Packages" means the Elements-provided code libraries that Customer's applications import and that execute as part of Customer's deployed applications at build time and at runtime. Runtime Packages are licensed under Section 4 and are not part of the Tooling.

"Services" means the hosted services that Elements operates to support the Software, including our license services and our package and update distribution services.

"Software" means, collectively, the Tooling and the Runtime Packages.

"Subscription" means Customer's right to use the Tooling during one or more Subscription Periods under an Order.

"Subscription Period" means the initial term of a Subscription as specified in the Order and, where applicable, each renewal term of equal length.

"Tooling" means the Elements developer toolchain that Customer runs via the elements command to build, test, run, and deploy applications. The Tooling includes, without limitation, the elements command-line interface, the project server, the build system, the compiler, the language server, the load balancer, hot-reload, deploy orchestration, the job server, the license daemon and license services, and any updates, bug fixes, or new versions we make available. The Tooling does not include the Runtime Packages.

2. Subscription and Orders

2.1 Orders

Customer purchases a Subscription by completing an Order. Each Order sets the initial Active License Count, the Fees, the Subscription Period, and whether the Subscription is set to auto-renew.

2.2 Subscription Period

Customer's right to use the Tooling begins when we make the Tooling available following Customer's Order and continues for the Subscription Period, subject to this Agreement. A one-time purchase that is not set to auto-renew entitles Customer to use the Tooling for the full Subscription Period specified in the Order.

2.3 Auto-Renewal

Auto-renewal is optional. At checkout, Customer may elect whether the Subscription will automatically renew at the end of each Subscription Period.

(a) If Customer elects auto-renewal, the Subscription will automatically renew at the end of each Subscription Period for an additional term of equal length, and Customer's payment method will be charged the then-current Fees for the renewal quantity determined under Section 5.4. Customer may turn off auto-renewal at any time through Customer's billing page; cancellation takes effect at the end of the then-current Subscription Period.

(b) If Customer does not elect auto-renewal, the Subscription will not renew automatically. Customer may renew manually at any time through Customer's billing page. If Customer does not renew before the end of the Subscription Period, Section 9 (Effect of Expiration) applies.

2.4 Changes to License Count

Customer may increase or decrease the Active License Count at any time through Customer's billing page. Charges for increases are governed by Section 5.2. Decreases take effect immediately and do not give rise to any refund or credit.

3. License Grant (Tooling)

3.1 Grant

Subject to Customer's compliance with this Agreement and timely payment of Fees, Elements grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license, during each Subscription Period, to install and use the Tooling on a number of Machines not to exceed the Active License Count at any given moment.

3.2 Concurrent Use, Not Named-Machine

A License is a concurrent-use right; it is not bound to any specific Machine. Customer may install the Tooling on any number of Machines and move Licenses between them, provided that the number of Machines simultaneously using the Tooling never exceeds the Active License Count. The license daemon on each Machine coordinates with our license services to enforce this limit.

3.3 What a License Is Not

A License is required per Machine that runs the Tooling — not per developer, not per project, and not per application. One License permits one Machine to run the Tooling concurrently, regardless of that Machine's hardware, regardless of how many humans use that Machine, and regardless of how many projects, builds, deployments, or applications are handled on that Machine. Elements does not charge based on CPU count, core count, thread count, memory, request volume, build count, bandwidth, number of developers or seats, or any other usage metric.

3.4 Permitted Users

Customer may permit its employees and contractors to use the Tooling on Customer's behalf, provided Customer remains responsible for their compliance with this Agreement and the concurrent-use limit.

3.5 Permitted Use Is Through Documented Interfaces Only

Customer's license under Section 3.1 permits use of the Tooling only through its documented command-line interfaces, APIs, configuration files, and other interfaces Elements makes available to Customers for that purpose. Any interaction with the Tooling that depends on, exposes, or requires access to the Tooling's source code, compiled binaries, internal data structures, undocumented internal interfaces, wire protocols, or other internals is outside the scope of the license granted in Section 3.1.

3.6 Restrictions

Customer shall not, and shall not permit any third party to:

a. access, copy, extract, read, study, or retain the source code of the Tooling, whether by reverse engineering, decompilation, disassembly, memory inspection, network capture, or any other means, except to the extent such restriction is prohibited by applicable law; b. use, incorporate, or reference any portion of the Tooling's source code, internal APIs, internal data structures, or wire protocols in any other software, whether directly or as the basis for a derivative work; c. modify, adapt, translate, or create derivative works of the Tooling; d. rent, lease, lend, sell, sublicense, redistribute, or otherwise transfer the Tooling to any third party; e. remove, alter, or obscure any proprietary notices in the Tooling; f. circumvent, disable, or interfere with the license enforcement mechanisms in the Tooling or Services, or use the Tooling in excess of the Active License Count; or g. use the Tooling in violation of applicable law.

3.7 Updates

Elements may make updates, bug fixes, and new versions of the Tooling available from time to time. Customer is encouraged to install them. Elements may stop supporting older versions of the Tooling without liability.

4. Runtime Packages (MIT Licensed)

4.1 MIT License

The Runtime Packages are made available to Customer, and to the public generally, under the MIT License. A copy of the MIT License is distributed with each Runtime Package. The text of the MIT License as applied to the Runtime Packages is also reproduced in Section 4.5 below. Customer's rights in the Runtime Packages are governed by that license. Nothing in this Agreement restricts, narrows, or modifies the rights Customer has in the Runtime Packages under the MIT License.

4.2 Independent of the Subscription

Customer's rights in the Runtime Packages under the MIT License are perpetual and do not depend on the existence, status, or continuation of Customer's Subscription. Termination or expiration of the Subscription has no effect on Customer's rights in the Runtime Packages.

4.3 Distribution Service

Elements operates a package and update distribution service as a convenience for its customers. Elements may, at any time and without notice, restrict access to that service to active subscribers or discontinue it. Because the Runtime Packages are MIT-licensed, Customer is free to retain local copies, mirror them, vendor them into Customer's source repositories, or redistribute them however Customer wishes. Customer is responsible for retaining copies of any Runtime Packages Customer needs.

4.4 No Effect on the Tooling

The MIT License applies only to the Runtime Packages. It does not apply to the Tooling or any other component of the Software, which remain licensed exclusively under Section 3 and the other terms of this Agreement.

4.5 MIT License Text

The following is the text of the MIT License under which the Runtime Packages are made available:

Copyright (c) Elements Dev Corporation and contributors

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

5. Fees, Billing, and the High-Water Mark

5.1 Fees

Customer shall pay the Fees stated in the Order and on Customer's billing page. Fees are stated in U.S. Dollars and are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes on Elements's net income.

5.2 Increases During a Subscription Period

If Customer increases the Active License Count during a Subscription Period, Customer will be charged a pro-rated amount for the additional Licenses for the remainder of that Subscription Period, calculated from the date of the increase.

5.3 High-Water Mark (No Double Charges, No Refunds)

For each Subscription Period, Elements tracks a "high-water mark" equal to the highest Active License Count reached during that Subscription Period.

(a) Customer may decrease the Active License Count at any time. Decreases do not give rise to a refund or credit.

(b) If Customer later increases the Active License Count to a level at or below the high-water mark for the current Subscription Period, no additional charge is due; the Licenses have already been paid for.

(c) If Customer increases the Active License Count above the current high-water mark, Customer will be charged under Section 5.2 for the increment above the prior high-water mark, and the high-water mark rises to the new level.

5.4 Renewal Quantity and Fees

At renewal, the renewal quantity equals Customer's Active License Count on Customer's billing page at the time of renewal, and Customer will be charged the then-current Fees at full price for that quantity for the next Subscription Period. The high-water mark resets to the renewal quantity at the start of each Subscription Period.

5.5 Payment Method

Customer authorizes Elements (and Elements's payment processors) to charge Customer's payment method on file for all Fees when due, including pro-rated increases under Section 5.2 and renewal charges under Section 5.4 (if auto-renewal is enabled).

5.6 Late Payments and Chargebacks

If Customer's payment method is declined, a Fee is not paid when due, or Customer initiates a chargeback or payment reversal that is not resolved in Customer's favor, Elements may suspend access to the Tooling and the Services until payment is received in full. Sustained non-payment may result in termination under Section 8.

5.7 Price Changes

Elements may change the Fees from time to time. Any change will take effect at the start of a new Subscription Period, and Elements will provide reasonable advance notice (by email or through Customer's billing page) before the change applies to Customer.

5.8 Refunds

Except where required by applicable law, all Fees are non-refundable. Elements has no obligation to provide refunds or credits for unused Licenses, reduced Active License Count, canceled Subscriptions, or any other reason. Elements may grant refunds on a case-by-case basis in its sole discretion; doing so does not create any right to future refunds.

5.9 Consumers in the EU, UK, and Similar Jurisdictions

If Customer is a consumer in a jurisdiction that grants a statutory right of withdrawal (such as the EU or UK), Customer may have the right to withdraw from the purchase within a statutory period after the Order. If Customer expressly consents at checkout to immediate performance and acknowledges loss of the right of withdrawal, that right is waived as permitted by applicable law. This Section 5.9 does not limit any non-waivable consumer rights.

6. The Services and Data

6.1 License Services

The license daemon running on each Machine maintains a connection to Elements's license services in order to enforce the Active License Count, coordinate concurrent use across Customer's Machines, and deliver updates and license changes. This connection is a normal and expected part of operating the Tooling.

6.2 Data Collected by the Tooling

In connection with license enforcement and update delivery, the Tooling transmits to Elements only the minimum information reasonably necessary for those purposes, such as: the Machine's operating system and architecture, its hostname, the version of Elements running on the Machine, and a unique identifier for the Machine. The Tooling does not transmit Customer's project contents, source code, file names, build artifacts, application data, or end-user data. Additional details are described in our Privacy Policy.

6.3 Availability

Elements will use commercially reasonable efforts to keep the Services available, but does not guarantee uninterrupted availability. Elements may perform maintenance, make changes, and experience outages from time to time. The Tooling includes offline-tolerant behavior so that short interruptions in connectivity to the Services do not disrupt Customer's work.

6.4 Updates to Tooling

Elements may push updates to the Tooling through the Services. Customer consents to receiving such updates as part of the normal operation of the Tooling and the Subscription.

6.5 Discontinuation of a Service

Elements may modify or discontinue any Service (including the package and update distribution service) at any time. If Elements discontinues a Service in a way that materially impairs Customer's ability to use the Tooling for the remainder of a paid-for Subscription Period, Customer's sole remedy is a pro-rated refund of Fees for the unused portion of the current Subscription Period.

7. Intellectual Property

7.1 Ownership

As between the parties, Elements owns all right, title, and interest in and to the Software, the Services, the Documentation, and all related intellectual property rights. This Agreement grants Customer only the specific licenses expressly set forth in Sections 3 and 4. All rights not expressly granted are reserved by Elements.

7.2 Customer's Applications

Customer owns Customer's applications, source code, and data. Elements claims no ownership of Customer's application code, even though that code is compiled and built with the Tooling and links against the Runtime Packages.

7.3 Feedback

If Customer provides Elements with suggestions, feedback, or ideas about the Software or Services, Customer grants Elements a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback without restriction or attribution.

8. Term and Termination

8.1 Term

This Agreement begins on the date Customer first agrees to it and continues for so long as Customer has an active Subscription or uses the Software or Services.

8.2 Termination for Breach

Either party may terminate this Agreement if the other party materially breaches it and does not cure the breach within 30 days after written notice describing the breach. Elements may terminate or suspend immediately if Customer breaches Section 3.5 (Permitted Use), Section 3.6 (Restrictions), or if required by law.

8.3 Termination for Non-Payment

Elements may terminate or suspend Customer's Subscription immediately if Customer fails to pay Fees when due and does not cure the non-payment within a reasonable period after notice.

8.4 Effect of Termination

Upon termination or expiration, Customer's Subscription and License to use the Tooling end. Sections 1 (Definitions), 4 (Runtime Packages License), 5.8 (Refunds), 6.5 (Discontinuation), 7 (Intellectual Property), 8.4, 9 (Effect of Expiration), 10 (Warranties), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General) survive termination.

9. Effect of Expiration or Cancellation

9.1 Tooling Stops Functioning

When a Subscription expires or is canceled, the Tooling's features cease to operate for new work, including without limitation new builds, package installs, deploys, project-server start-up, and other active features. This is by design and is enforced through the license services.

9.2 Running Processes Are Not Killed

Elements will not, through the Tooling or Services, terminate Customer's already-running project servers, deployed applications, or other running software. What is running at the time of expiration may continue to run until Customer or Customer's environment stops it.

9.3 Runtime Packages Keep Working

Customer's deployed applications that rely on the Runtime Packages continue to work after the Subscription ends, subject to Section 4.

9.4 Package Distribution

Elements may, at any time, restrict access to the package and update distribution service to active subscribers. Customer is responsible for retaining local copies of any Runtime Packages it depends on, as described in Section 4.3.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents that it has the authority to enter into this Agreement.

10.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. ELEMENTS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ELEMENTS DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ELEMENTS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Application

The limitations in this Section 11 apply regardless of the theory of liability (contract, tort, statute, or otherwise) and form an essential basis of the bargain between the parties. Some jurisdictions do not allow certain limitations, so portions of this Section 11 may not apply.

12. Indemnification

12.1 By Customer

Customer shall defend, indemnify, and hold harmless Elements and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

a. Customer's applications and their use of the Runtime Packages; b. Customer's use of the Tooling or Services in violation of this Agreement or applicable law; or c. Customer's content, data, or end users.

12.2 Procedure

The indemnifying party's obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim, (ii) giving the indemnifying party sole control of the defense and settlement (except that any settlement admitting liability or imposing non-monetary obligations on the indemnified party requires its prior written consent), and (iii) reasonably cooperating with the defense at the indemnifying party's expense.

13. General

13.1 Informal Resolution

Before filing any formal claim, the parties will try in good faith to resolve any dispute informally for at least 30 days after written notice of the dispute is sent to the other party's designated notice contact.

13.2 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property.

13.3 Export and Sanctions

Customer shall comply with all applicable export control and sanctions laws. Customer represents it is not located in, and will not use the Software or Services from, a country or region subject to comprehensive U.S. sanctions, and is not on any restricted-party list.

13.4 Assignment

Customer may not assign this Agreement without Elements's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of Customer's assets. Elements may assign this Agreement freely. Any prohibited assignment is void.

13.5 Notices

Notices to Elements must be sent to legal@elements.dev. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective on receipt.

13.6 Changes to This Agreement

Elements may update this Agreement from time to time by publishing a new version. Elements will provide reasonable advance notice of material changes (by email or through Customer's billing page) before they take effect at Customer's next Subscription Period. Customer's continued use of the Tooling or Services after the effective date constitutes acceptance.

13.7 Record of Agreement

At the time Customer accepts this Agreement, Elements stores a record of acceptance referencing the version of the Agreement in effect at that time, together with a timestamp, Customer's account identifier, Customer's IP address, and Customer's browser user-agent string. The exact text of each published version is preserved on our servers in append-only storage. The parties agree that this stored record, combined with the preserved version text, is the authoritative record of the version of the Agreement Customer accepted and may be used as evidence in any dispute. Customer may request a copy of its stored record at any time by emailing legal@elements.dev.

13.8 Entire Agreement

This Agreement, together with each Order and the Privacy Policy, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings. Any purchase order or other Customer document containing additional or conflicting terms is rejected and has no effect.

13.9 Severability; Waiver

If any provision is found unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing.

13.10 Force Majeure

Neither party is liable for delays or failures to perform caused by events beyond its reasonable control (such as natural disasters, war, civil unrest, internet or power outages, or governmental action), other than payment obligations.

13.11 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

13.12 U.S. Government Users

The Tooling is "commercial computer software," and the Documentation is "commercial computer software documentation," as defined in FAR 12.212 and DFARS 227.7202. Use by U.S. Government users is governed solely by this Agreement.

Elements Dev Corporation [Elements Dev Corporation mailing address] legal@elements.dev · support@elements.dev