Locality Terms of Service
Effective Date: July 22, 2026
These Locality Terms of Service (the "Terms") are a binding agreement between
you and CodeFlash Inc. ("CodeFlash," "we," "us," or "our"). Please read them
carefully.
Your rights in software made available under an Open-Source License arise solely
under that license. Downloading, installing, copying, modifying, distributing,
or using that software in exercise of those rights does not by itself constitute
agreement to additional restrictions in these Terms.
By affirmatively accepting these Terms when presented, or by using the
CodeFlash-operated OAuth broker, update service, or support after receiving
conspicuous notice of these Terms, you agree to these Terms for the Locality
Desktop Services. If you do not agree, do not use those CodeFlash-operated
services.
If you use Locality for a company or other organization, "you" includes that
organization, and you represent that you have authority to bind it to these
Terms. If you do not have that authority, you may not use Locality on its
behalf.
1. Eligibility
You must be at least 18 years old and legally capable of entering into a
contract to use Locality. You may use Locality only where permitted by law.
2. Scope of These Terms
These Terms apply whether the Locality desktop product is used by an individual
or an organization, and they apply only to:
- the Locality desktop application for macOS, Windows, and Linux;
- the `loc` command-line interface and `localityd` background daemon bundled
with the application;
- Locality's local Model Context Protocol ("MCP") integration;
- the CodeFlash-operated OAuth broker used by supported connections;
- official Locality software updates; and
- support that CodeFlash provides for those components.
Together, these are the "Locality Desktop Services." The Locality Desktop
Services are limited to the locally installed desktop product and the narrow
operated services listed above that support that product.
These Terms do not govern the CodeFlash.ai website or products, a Locality
marketing website, or any separate enterprise backend, hosted content service,
or other cloud-hosted Locality offering that CodeFlash may introduce in the
future. No such backend, cloud-hosted product, enterprise service, or
content-hosting service is part of the Locality Desktop Services. Separate terms
will apply to those offerings.
3. Open-Source Software
CodeFlash makes the first-party Locality source code in the official repository
available under the Apache License, Version 2.0. Official distributions may also
contain third-party components governed by other open-source licenses
(collectively, the "Open-Source Licenses"). Rights in all such software are
governed solely by the applicable Open-Source Licenses. Nothing in these Terms
limits rights granted under an Open-Source License. If these Terms conflict with
an Open-Source License as to the software covered by that license, the
Open-Source License controls.
Operating or publishing the source code for the OAuth broker does not grant a
right to use or interfere with CodeFlash's hosted infrastructure, provider OAuth
applications, client secrets, signing credentials, domains, or trademarks.
CodeFlash's operation of the hosted OAuth broker, update infrastructure, and
support is governed by these Terms.
4. How Locality Works
Locality is a local-first application that presents information from supported
third-party services as files on your device. Under the Locality Desktop
Services, connected source content travels directly between your device and the
service you connect. CodeFlash does not operate a content relay under these
Terms.
Locality may download, cache, index, render, search, edit, create, move, delete,
or synchronize content on your device and, when you direct or authorize it,
apply actions to a connected service. Depending on the connector and the action,
this may include changing documents or records, creating drafts, sending or
modifying communications, creating calendar events, or deleting or moving
remote content.
You authorize Locality to access your device and connected services to perform
the actions you request or enable. You are responsible for reviewing connection
scopes, proposed changes, Live Mode settings, and agent actions and for
maintaining appropriate backups. Locality includes safety and review controls,
but those controls cannot prevent every user error, software defect,
third-party-service change, conflict, or data loss.
5. Connected Services and Authorization
To connect a third-party service, you must have a valid account and sufficient
permission to access and act on the data you connect. You represent and warrant
that:
- you have all rights and authorizations needed to connect the account,
workspace, files, and content;
- your use of Locality and connected content complies with law, contracts,
organizational policies, and the connected provider's terms;
- you will not use Locality to access another person's or organization's data
without authorization; and
- you are responsible for actions performed through credentials, devices,
agents, or configurations under your control.
Providers may change or discontinue their APIs, scopes, rate limits, data
formats, or other functionality. CodeFlash does not control and is not
responsible for a connected provider's availability, security, acts, omissions,
terms, or data practices.
6. Authentication and Credentials
Supported OAuth connections use a CodeFlash-operated broker to perform the
confidential OAuth exchange and refresh steps required by the provider. The
broker handles authentication data but does not relay connected source content.
Other connectors may use credentials or API keys supplied directly to the
application.
By default, credentials are stored locally using Apple Keychain on macOS,
Windows Credential Manager on Windows, and current-user-restricted files on
Linux. If a file-based credential store is explicitly configured on macOS or
Windows, credentials are stored in current-user-restricted files instead. You
are responsible for protecting your operating-system account, device, backups,
credential stores, API keys, OAuth grants, and local MCP capability token. You
must promptly revoke credentials and notify us at support@codeflash.ai if you
believe CodeFlash-operated authentication infrastructure has been compromised.
7. Local Agents, MCP, and Live Mode
Locality may detect supported local agent tools and install instructions or MCP
configuration into their documented local configuration files. A configured
agent may be able to search, read, or modify mounted content and request Locality
operations within the permissions available to that agent and the connected
provider.
Locality's Live Mode may automatically pull clean remote changes or push local
changes when its safety rules consider the operation eligible. You are
responsible for choosing whether to enable these features and for supervising
software agents that use them. Do not grant an agent, editor, script, or other
person access to Locality unless you are comfortable allowing that access to
the connected content and actions.
CodeFlash does not operate or control third-party agents used with Locality and
is not responsible for their outputs, instructions, security, or data practices.
8. Local Data, Backups, and Removal
Locality may store provider content, metadata, search indexes, synchronization
state, journals, media, logs, backups, and recovery copies on your device. You
retain your rights in content you own. As between you and CodeFlash, these Terms
do not transfer ownership of your connected content to CodeFlash.
Locality provides controls to disconnect sources, reset local application
state, and prepare the application for uninstall. Resetting or uninstalling
Locality may not remove visible mounted files, exported diagnostics, source
backups, recovery copies, or copies created by other applications. You are
responsible for reviewing and deleting residual files when appropriate. You are
also responsible for using the connected provider's controls to revoke access
or delete provider-held data.
You should maintain backups appropriate to the importance of your content and
test Locality with non-critical content before relying on a workflow that may
make remote changes.
9. Updates
Official direct-download builds may automatically check GitHub Releases for
updates, download an update in the background, and prompt you to install or
restart. When Locality is running in the background and no protected work is in
progress, an update may install and relaunch the application automatically.
Versions obtained through an application marketplace may be updated under that
marketplace's processes.
Updates, patches, enhancements, or fixes become part of the Locality Desktop
Services and are subject to these Terms and applicable Open-Source Licenses.
CodeFlash may stop supporting an older version. An older version may become
insecure, incompatible with provider APIs, or unable to operate correctly.
10. Acceptable Use
You may not use the CodeFlash-operated portions of the Locality Desktop
Services to:
- violate law or another person's intellectual-property, privacy,
confidentiality, contractual, or other rights;
- access, collect, modify, transmit, or delete data without authorization;
- distribute malware, facilitate unlawful surveillance, or harm another person
or system;
- attack, probe, overload, disrupt, or circumvent security, rate limits, or
access controls of the OAuth broker, update infrastructure, or connected
services;
- obtain or misuse CodeFlash or provider secrets, credentials, tokens, or
signing material;
- impersonate another person or misrepresent your authority; or
- assist another person in doing any of the above.
This section restricts misuse of services and infrastructure operated by
CodeFlash. It does not restrict rights granted under an applicable Open-Source
License.
11. Privacy
The Locality Privacy Policy explains how CodeFlash processes personal
information in connection with the Locality Desktop Services. Please review it
before using CodeFlash-operated services. Connected providers and third-party
agents process information under their own privacy notices.
12. Support Materials and Feedback
Local diagnostic logs and trace files are not uploaded automatically. If you
manually assemble diagnostic materials or use a support-bundle export feature
when available, CodeFlash receives them only if you separately choose to send
them. You authorize us to process submitted materials to investigate the issue,
provide support, troubleshoot and secure the Locality Desktop Services, and
comply with law. We may use aggregated or deidentified diagnostic information
to improve the product, but will not use connected source content for unrelated
product improvement or model training without separate permission.
Review support materials before sending them. Never send passwords, API keys,
OAuth tokens, refresh handles, MCP tokens, or other credentials. Send connected
source content only when necessary to resolve the issue and specifically
requested through an appropriate secure channel.
You may provide ideas, suggestions, or other feedback about Locality. You grant
CodeFlash a worldwide, perpetual, irrevocable, transferable, sublicensable,
royalty-free license to use and exploit that feedback for any lawful purpose,
without an obligation to compensate or credit you. This license does not grant
CodeFlash rights in connected content merely because you used Locality.
13. CodeFlash and Third-Party Rights
CodeFlash and its licensors retain all rights in the Locality Desktop Services
not granted under applicable Open-Source Licenses, including rights in
CodeFlash's hosted infrastructure, service configuration, branding, trademarks,
and non-public materials. These Terms do not grant permission to use CodeFlash
or Locality names, logos, or marks except as necessary to accurately refer to
the product.
Third-party software included with Locality is governed by its applicable
license. If you obtain Locality through an application store or other
distributor, that distributor's terms may also apply. As between CodeFlash and a
distributor, CodeFlash, not the distributor, is responsible for these Terms,
subject to the distributor's required terms.
14. Changes, Availability, and Support
CodeFlash may add, change, suspend, or discontinue operated features of the
Locality Desktop Services. We will use reasonable efforts to provide notice of
material changes when appropriate. We do not promise that every connector,
provider feature, operating system, agent, or older application version will
remain supported.
Unless CodeFlash agrees otherwise in a separate written agreement, the Locality
Desktop Services do not include a service-level agreement, guaranteed response
time, guaranteed support, or a commitment to provide any particular update or
feature.
15. Suspension and Termination
You may stop using Locality at any time. CodeFlash may suspend or terminate your
access to CodeFlash-operated infrastructure if we reasonably believe you have
violated these Terms, created a security or legal risk, or used the
infrastructure in a way that could harm CodeFlash, a provider, or another user.
When reasonably practicable, we will provide notice and an opportunity to cure.
Termination of these Terms does not terminate rights in open-source software
except as provided by the applicable Open-Source License. Sections that by
their nature should survive termination will survive, including ownership,
feedback, disclaimers, limitations of liability, indemnification, dispute, and
general provisions.
16. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LOCALITY DESKTOP SERVICES ARE
PROVIDED "AS IS" AND "AS AVAILABLE." CODEFLASH AND ITS LICENSORS DISCLAIM ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT, ACCURACY, SECURITY, AVAILABILITY, AND DATA INTEGRITY.
CODEFLASH DOES NOT WARRANT THAT LOCALITY WILL BE ERROR-FREE, THAT SYNCHRONIZATION
OR SAFETY CONTROLS WILL IDENTIFY OR PREVENT EVERY CONFLICT OR UNINTENDED CHANGE,
THAT CONNECTED SERVICES WILL REMAIN COMPATIBLE, OR THAT DATA WILL NOT BE LOST,
ALTERED, DISCLOSED, OR CORRUPTED. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUTS AND
REMOTE CHANGES, MAINTAINING BACKUPS, AND DETERMINING WHETHER LOCALITY IS
APPROPRIATE FOR YOUR USE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS. IN THAT CASE,
THESE DISCLAIMERS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.
NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR MODIFIES STATUTORY CONSUMER
GUARANTEES OR OTHER RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODEFLASH AND ITS DIRECTORS, OFFICERS,
EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY,
OR DATA, ARISING OUT OF OR RELATING TO THE LOCALITY DESKTOP SERVICES OR THESE
TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CODEFLASH AND
ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SERVICE
PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE LOCALITY DESKTOP
SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S.
DOLLARS (US $100) OR (B) THE AMOUNT YOU PAID CODEFLASH SPECIFICALLY FOR THE
LOCALITY DESKTOP SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE
TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO FRAUD OR FRAUDULENT
MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, WILLFUL
MISCONDUCT, GROSS NEGLIGENCE WHERE IT CANNOT LAWFULLY BE LIMITED, OR ANY OTHER
LIABILITY THAT APPLICABLE LAW PROHIBITS LIMITING. THEY DO NOT LIMIT RIGHTS
AVAILABLE TO A CONSUMER UNDER MANDATORY LAW.
18. Indemnification
If you use the Locality Desktop Services on behalf of a company or other
organization, then, to the extent permitted by law, that organization will
defend, indemnify, and hold harmless CodeFlash and its affiliates, officers,
directors, employees, agents, and service providers from third-party claims,
liabilities, damages, losses, and reasonable costs and attorneys' fees to the
extent caused by: (a) its unlawful or unauthorized use of the Locality Desktop
Services; (b) content, accounts, or systems it connects without sufficient
rights; (c) its violation of these Terms, law, or a third party's rights; or (d)
acts of agents, scripts, or other persons it authorizes to use Locality.
This obligation does not apply to the extent a claim results from the
negligence, willful misconduct, or breach of these Terms by a person seeking
indemnification. CodeFlash will provide prompt notice of an indemnified claim,
allow the organization to control its defense and settlement, and provide
reasonable cooperation at the organization's expense. The organization may not
settle a claim in a way that admits fault by or imposes non-monetary obligations
on a CodeFlash party without that party's written consent.
19. Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard
to conflict-of-law principles. Subject to any mandatory consumer right to bring
a claim elsewhere, the state and federal courts located in San Francisco,
California have exclusive jurisdiction, and you and CodeFlash consent to their
personal jurisdiction and venue.
The United Nations Convention on Contracts for the International Sale of Goods
does not apply. Nothing in these Terms limits non-waivable rights under the law
of your place of residence.
20. Export and Sanctions Compliance
You may not use, export, re-export, or transfer the Locality Desktop Services in
violation of United States or other applicable export-control or sanctions
laws. You represent that you are not prohibited from receiving the Locality
Desktop Services under those laws.
21. Changes to These Terms
CodeFlash may update these Terms prospectively to reflect changes to the
CodeFlash-operated portions of the Locality Desktop Services, law, or business
practices. We will post updated Terms with a revised effective date and provide
additional in-application notice of material changes when required. If required
by law, we will request renewed agreement. Continued use of CodeFlash-operated
services after updated Terms take effect constitutes acceptance to the extent
permitted by law. Changes to these Terms do not alter rights already granted
under an Open-Source License.
22. General
These Terms are the entire agreement between you and CodeFlash concerning the
Locality Desktop Services, except for an applicable Open-Source License or a
separate written agreement that expressly controls. An applicable Open-Source
License controls the software it covers.
You may not assign these Terms without CodeFlash's prior written consent.
CodeFlash may assign them in connection with a merger, acquisition,
reorganization, sale of assets, or by operation of law. CodeFlash may use
subcontractors to provide operated portions of the Locality Desktop Services.
Neither party is liable for delay or failure caused by events beyond its
reasonable control. If a provision is unenforceable, it will be enforced to the
maximum extent permitted and the remaining provisions will remain in effect.
Failure to enforce a provision is not a waiver. These Terms do not create an
agency, partnership, joint venture, fiduciary, or employment relationship.
23. Contact
Questions about these Terms or the Locality Desktop Services may be directed to:
CodeFlash Inc.
465 California St., Floor 7
San Francisco, CA 94105, USA
Support: support@codeflash.ai
Privacy: privacy@codeflash.ai