END USER LICENCE AGREEMENT
Frank & Louis

Version 1.0 — 4 August 2026
Copyright (c) 2026 13998550 Canada Inc. All rights reserved.

A French version of this Agreement is distributed with the Extension as LICENSE.fr.txt.
Une version française de la présente entente est distribuée avec l'extension sous le nom
LICENSE.fr.txt.

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PLEASE READ THIS AGREEMENT BEFORE INSTALLING OR USING THE EXTENSION. BY INSTALLING OR
USING THE EXTENSION, YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, DO NOT INSTALL OR
USE THE EXTENSION.


1. DEFINITIONS

   "We", "us" and "our" mean 13998550 Canada Inc.

   "Extension" means the Visual Studio Code extension named "Frank & Louis", in object-code 
   form, together with its documentation and any updates we make available.

   "Service" means the Louis hosted service, including its application programming interfaces,
   with which the Extension communicates.

   "You" means the individual or organization installing or using the Extension. If you are
   accepting this Agreement on behalf of an organization, you represent that you have the
   authority to bind it.


2. LICENCE GRANT

   Subject to your compliance with this Agreement, we grant you a personal, non-exclusive,
   non-transferable, non-sublicensable, revocable, worldwide and royalty-free licence to
   install and use the Extension for your internal purposes, including commercial purposes.

   No fee is charged for the Extension itself. This licence covers the Extension only. It does
   not grant you any right to the Service, to a Louis account, or to any subscription; those
   are governed separately under section 5.


3. RESTRICTIONS

   Except to the extent that applicable law expressly permits it despite this Agreement, you
   may not:

   (a) copy, publish, distribute, sell, rent, lease, lend or otherwise make the Extension
       available to any third party, whether or not for a fee;

   (b) modify the Extension or create derivative works of it;

   (c) reverse engineer, decompile or disassemble the Extension, or otherwise attempt to
       derive its source code. Nothing in this paragraph limits any right you have under
       applicable law to perform such acts for the purpose of interoperability, security
       research or encryption research;

   (d) remove, obscure or alter any proprietary notice, licence text or attribution contained
       in or distributed with the Extension;

   (e) use the Extension to build or assist in building a competing product or service; or

   (f) use the Extension in any manner that violates applicable law or the rights of others.


4. RESERVATION OF RIGHTS

   The Extension is licensed to you, not sold. We and our licensors retain all right, title
   and interest in and to the Extension, including all intellectual property rights in it.
   Any right not expressly granted in this Agreement is reserved. The Extension is
   proprietary software; its source code is not published, and this Agreement grants no
   access to it.


5. THE SERVICE

   The Extension is a client for the Service and provides substantially no functionality on
   its own. Using it requires a valid Louis account and membership in a Louis organization,
   and certain features additionally require that the organization hold a plan that includes
   the AI-assisted capabilities.

   Your access to and use of the Service, including any fees, service levels, data handling
   and privacy commitments, are governed by the agreement under which the Service is provided
   to you or to your organization — including the Louis terms of service at
   https://louis.jfdavignon.solutions/tos and the terms governing AI-assisted features at
   https://louis.jfdavignon.solutions/aitos — and not by this Agreement. In the event of a conflict
   between this Agreement and that agreement with respect to the Service, that agreement
   prevails.

   We may change, suspend, limit or discontinue the Service, any of its interfaces, or any
   feature of the Extension at any time. The Extension may cease to function, in whole or in
   part, as a result. We do not warrant that the Service will be available or that the
   Extension will remain compatible with it, and no such change constitutes a defect in the
   Extension.


6. YOUR CONTENT AND YOUR CODE

   The Extension reads files and other content from the workspace you open it in, and, when
   you use its AI-assisted features, transmits selected content — which may include source
   code, file paths, terminal output and the text you write — to the Service, which in turn
   transmits it to third-party artificial-intelligence providers for processing.

   You are responsible for ensuring that you have the right to do this with respect to the
   content of any workspace in which you use the Extension, and for not using the Extension
   with content whose disclosure to the Service or to those providers is prohibited by law,
   by contract or by your organization's policies.

   We claim no ownership of your content. How your content is handled by the Service is
   governed by the agreement referred to in section 5 and by our privacy policy at
   https://louis.jfdavignon.solutions/privacy.


7. THIRD-PARTY COMPONENTS

   The Extension includes third-party software components that are licensed under their own
   terms. Those terms are set out in the file 3rdpartylicenses.txt distributed with the
   Extension, and they govern your use of the components they cover. Where a third-party
   licence grants you rights broader than this Agreement with respect to that component, that
   licence prevails as to that component.


8. UPDATES

   We may make updates to the Extension available through the Visual Studio Marketplace or
   through the editor's extension mechanism. This Agreement applies to any such update unless
   the update is accompanied by its own licence terms, in which case those terms apply. We
   are under no obligation to provide updates or support.


9. TERM AND TERMINATION

   This Agreement takes effect when you first install or use the Extension and continues
   until terminated.

   It terminates automatically and without notice if you breach any of its terms. You may
   terminate it at any time by uninstalling the Extension and destroying all copies of it in
   your possession. We may terminate it on notice, including where we discontinue the
   Extension or the Service.

   On termination, the licence in section 2 ends and you must stop using the Extension and
   remove it. Sections 3, 4, 6, 7, 10, 11, 12 and 13 survive termination.


10. NO WARRANTY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXTENSION IS PROVIDED "AS IS" AND
    "AS AVAILABLE", WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR
    STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, QUALITY,
    FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT
    THAT THE EXTENSION WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT IT WILL MEET YOUR
    REQUIREMENTS, OR THAT ANY OUTPUT IT PRODUCES — INCLUDING ANY CODE, EDIT, COMMAND OR
    SUGGESTION GENERATED WITH THE ASSISTANCE OF ARTIFICIAL INTELLIGENCE — WILL BE ACCURATE,
    COMPLETE, SUITABLE OR FREE OF DEFECTS OR OF THIRD-PARTY RIGHTS.

    YOU ARE RESPONSIBLE FOR REVIEWING ANY CHANGE THE EXTENSION PROPOSES OR MAKES TO YOUR FILES
    OR YOUR SYSTEM BEFORE RELYING ON IT, AND FOR MAINTAINING BACKUPS AND VERSION CONTROL OF
    YOUR WORK.

    Some jurisdictions do not allow the exclusion of implied warranties, in which case the
    above exclusion applies to the fullest extent permitted.


11. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT,
    INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF
    PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, CODE OR WORK PRODUCT, ARISING OUT OF OR IN
    CONNECTION WITH THE EXTENSION OR THIS AGREEMENT, ON ANY THEORY OF LIABILITY, EVEN IF WE
    HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING
    OUT OF OR IN CONNECTION WITH THE EXTENSION OR THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED
    CANADIAN DOLLARS (CAD $100). THE EXTENSION IS PROVIDED WITHOUT CHARGE, AND THIS ALLOCATION
    OF RISK IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

    Nothing in this Agreement excludes or limits liability that cannot be excluded or limited
    under applicable law.


12. GOVERNING LAW

    This Agreement is governed by the laws in force in the Province of Quebec and the laws of
    Canada applicable therein, without regard to conflict-of-laws rules. The United Nations
    Convention on Contracts for the International Sale of Goods does not apply.

    The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province
    of Quebec, in the judicial district of Montreal, for any dispute arising out of or in
    connection with this Agreement, subject to any mandatory right you may have under
    applicable consumer-protection law to bring proceedings elsewhere.


13. GENERAL

    This Agreement is the entire agreement between you and us concerning the Extension, and
    supersedes any prior understanding concerning it. If any provision is held unenforceable,
    it will be modified to the minimum extent necessary to make it enforceable, and the
    remaining provisions will remain in full force. Our failure to enforce a provision is not
    a waiver of it. You may not assign this Agreement without our prior written consent; we
    may assign it in connection with a merger, acquisition or sale of assets.


14. LANGUAGE

    The parties have requested that this Agreement and all related documents be drawn up in
    English. Les parties ont demandé que la présente entente ainsi que tous les documents
    qui s'y rattachent soient rédigés en anglais. A French version is provided as LICENSE.fr.txt
    for convenience; in the event of any inconsistency, the English version prevails, except
    where applicable law requires otherwise.


15. CONTACT

    13998550 Canada Inc.
    110 chemin Giroux
    Mayo QC  J8L 4H9
