Terms of Use
Effective Date: October 21, 2025
Welcome to Pencil, a product by High Agency, Inc. By using Pencil, you agree to these Terms of Use. Please read them carefully.
1. What Pencil is
Pencil is a software tool that helps people design, build, or enhance content using AI. It's currently available as a Cursor extension and may include future web or desktop versions.
Distribution via third-party registries.
Our extensions may be distributed through third-party registries (e.g., Open VSX, VS Code/Cursor marketplaces). Registry terms may also apply, and you must comply with them. Distribution via a registry does not grant any additional rights beyond this Agreement and our EULA. Registries are not parties to this Agreement and have no obligation to provide support, maintenance, or warranties for our extensions. We may update, suspend, or remove the extension from any registry at any time. If there is a conflict, this Agreement and our EULA govern your use of Pencil, while the registry's terms govern your use of the registry platform.
2. Your account
You'll need to provide accurate information during onboarding — including your email and role.
You're responsible for keeping your account secure and for all activity under it.
3. Acceptable use
You agree not to:
- Use Pencil for unlawful, harmful, or abusive purposes
- Try to hack, reverse-engineer, or interfere with the service
- Use outputs in ways that violate laws or others' rights
We may suspend or terminate your access if you violate these terms.
Anti-scraping and model building.
You must not scrape, crawl, bulk-export, or otherwise extract datasets from the Services or Outputs, and you must not use the Services or Outputs to develop, train, or improve any model or service that competes with ours, except under a separate written agreement with High Agency, Inc.
High-risk data.
Do not submit or process high-risk data (including payment card data, bank or government ID numbers, health information, biometric identifiers/templates, precise geolocation, minors' data, or GDPR special-category data) without our prior written consent and appropriate safeguards (e.g., encryption in transit/at rest, strict access controls, data minimization, and a signed DPA/BAA where applicable).
4. AI-generated content
Pencil may use AI models to generate content or suggestions.
AI outputs can be imperfect, biased, or unexpected. You're responsible for how you use them.
We don't guarantee that any output is accurate, appropriate, or fit for a particular purpose.
5. Intellectual property
All rights, title, and interest in Pencil (and all related materials) belong to High Agency, Inc.
You retain ownership of any content you create or submit to the Services ("Inputs"). You grant us a limited, non-exclusive license to host, process, and transmit your Inputs solely as necessary to provide the Services (e.g., to generate or save results).
As between you and us, you own the AI-generated outputs produced for you ("Outputs"), subject to any third-party rights. We do not guarantee that Outputs are unique or non-infringing, and you are responsible for reviewing and using them lawfully.
We may temporarily store Inputs and Outputs to operate the Services. We do not use your Inputs or Outputs to train our models unless you opt in (see the Privacy Policy).
Feedback
If you provide suggestions, ideas, or feedback, you grant High Agency, Inc. a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate them into the Services without restriction or attribution.
6. Future paid plans
Pencil is currently free. In the future, we may introduce paid features or plans.
If we do, we'll clearly describe the terms and pricing before you're charged.
7. Disclaimer of warranties
Pencil is provided "as is" and "as available."
We make no warranties of any kind — express or implied — including fitness for a particular purpose or non-infringement.
AI outputs.
AI-generated content may be incorrect, incomplete, or inappropriate. You are responsible for reviewing and validating all outputs before use. Do not rely on the Services or Outputs in safety-critical or life-critical contexts (e.g., medical or clinical use, emergency services, aviation, automotive control systems, industrial control, energy, defense), or in any scenario where failure could result in personal injury, death, or significant property/environmental damage.
8. Limitation of liability
To the maximum extent permitted by law, High Agency, Inc. will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, business, goodwill, or data, arising out of or relating to the Services or Outputs. Our total aggregate liability for all claims will not exceed the greater of (a) USD 100 or (b) the amounts you paid to us for the Services during the twelve (12) months before the event giving rise to the claim. This limitation applies to all theories of liability (contract, tort, statute, and otherwise). This cap does not apply to liability that cannot be limited by law (including death or personal injury caused by negligence, or fraud or willful misconduct). Your indemnification obligations are not limited by this cap.
9. Indemnification
You will indemnify and hold High Agency, Inc. harmless from claims arising out of your use of the services, your Inputs/Outputs, or your breach of these Terms.
10. DMCA/Takedown
If you believe content infringes your rights, email hq@pencil.dev with the required DMCA details. We may remove content and terminate repeat infringers.
Mailing address: High Agency Inc., 440 N BARRANCA AVE #2993, COVINA, CA 91723
11. Export & sanctions
You must comply with applicable export control and sanctions laws and not use Pencil in embargoed jurisdictions or for prohibited end uses.
12. Extension distribution & EULA
The IDE/Editor extension is licensed only under a valid commercial agreement with High Agency, Inc. (see the EULA). Registry distribution (e.g., Open VSX) does not grant additional rights.
13. Termination
We may suspend or terminate access for any breach or risk to the service. You may stop using the services at any time.
14. Changes
We may update these Terms from time to time.
If we make major changes, we'll post them here or notify you by email.
If there is any conflict between these Terms and the EULA for our extensions, the EULA controls for the software/extension, and these Terms control for the Services generally. For privacy matters, the Privacy Policy governs.
15. Governing law
These Terms are governed by the laws of the State of Delaware, USA. Exclusive jurisdiction and venue lie in the state or federal courts located in Delaware, USA.
16. Contact us
Mailing address: High Agency Inc., 440 N BARRANCA AVE #2993, COVINA, CA 91723
Questions? Email hq@pencil.dev.