Panwright

Terms of Service

Last updated: 7 July 2026

1. Agreement to Our Terms

These Terms of Service ("Terms") govern your access to and use of Panwright and constitute a binding legal agreement between you and Joy's Dawn Solutions LLC ("we", "us", "our"). "Panwright" or the "Service" means the Panwright desktop application, the optional Panwright phone companion app, the panwright.com website, and all related software and services we provide.

Please read these Terms carefully before using the Service. By creating an account, or by accessing or using the Service, you agree to be bound by these Terms as well as our Privacy Policy, Refund Policy, and — if you install the mobile companion app — our End User License Agreement, which are incorporated by reference. If you do not agree, you are expressly prohibited from using the Service and you must discontinue use immediately.

We may modify these Terms at any time. We will alert you about any changes by updating the "Last updated" date, and where the changes are material we will take reasonable steps to notify you. It is your responsibility to periodically review these Terms. Your continued use of the Service after revised Terms are posted constitutes acceptance of the changes.

The Service is not tailored to comply with industry-specific regulations, so if your interactions would be subject to such laws, you may not use the Service. Those who access the Service from other locations do so on their own initiative and are solely responsible for compliance with applicable local laws.

2. What Panwright Is

Panwright is a local-first desktop application that coordinates AI agents to help you plan, build, review, and verify software. Panwright does not provide the underlying AI models. You connect your own model-provider account (for example, OpenRouter) using your own API key, and requests are sent from your device directly to that provider under your own account. You are solely responsible for your model provider's fees, availability, usage limits, and terms, and for any charges you incur with that provider.

The Service may include an optional phone companion that mirrors your desktop session over an end-to-end-encrypted connection. Your projects, settings, and API keys are stored on your own device; see our Privacy Policy for what we do and do not receive.

3. Eligibility and Accounts

By using the Service, you represent and warrant that: (1) you have the legal capacity to accept these Terms; (2) you are at least 18 years of age; (3) you will not access the Service through automated or non-human means except as expressly permitted; (4) you will not use the Service for any illegal or unauthorized purpose; (5) your use of the Service will not violate any applicable law or regulation; and (6) you are not located in any country subject to a U.S. Government embargo, and you are not listed on any U.S. Government list of prohibited or restricted parties.

Accounts are created with an email address and a password, and are verified using one-time codes we send to your email. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information and to keep it up to date. If you provide any information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account.

One account per person. Do not sell, trade, gift, or purchase accounts, and do not share your subscription with others in a manner designed to avoid paying for the Service. You may delete your account at any time from within the app (Settings → Delete account).

4. Intellectual Property Rights

Our intellectual property. We are the owner or licensee of all intellectual property rights in the Service, including its source code, databases, functionality, software, designs, text, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Our Content and Marks are protected by copyright, trademark, and other laws.

Your license to use the Service. Subject to your compliance with these Terms and, where applicable, an active subscription, we grant you a non-exclusive, non-transferable, revocable license to install and use Panwright for its intended purpose. No part of the Service may be copied, reproduced, republished, decompiled, reverse-engineered for the purpose of cloning, sold, licensed, or otherwise exploited for any commercial purpose except as expressly permitted by these Terms or by applicable law. Any breach of these rights constitutes a material breach of these Terms, and your right to use the Service will terminate immediately.

Your content. You retain all rights in the projects, prompts, code, and other materials you create or provide through the Service ("Your Content"). Because Panwright is local-first, Your Content is stored on your own device and is sent directly to the model provider you choose, using your own key; it does not pass through our servers. We claim no ownership of, and acquire no license to, Your Content.

Feedback. If you send us any question, comment, suggestion, idea, or other feedback about the Service ("Submissions"), you agree that we may use and share such Submissions for any lawful purpose without acknowledgment or compensation to you.

5. Prohibited Activities

You may not access or use the Service for any purpose other than that for which we make it available. As a user, you agree not to:

  • Violate any applicable law or regulation, or the rights of any third party, or use the Service to produce or distribute unlawful, infringing, or harmful material.
  • Violate the terms of any model provider or other third-party service you connect to the Service.
  • Circumvent, disable, or otherwise interfere with security-related features of the Service, or any usage, rate, or access limits we impose.
  • Decipher, decompile, disassemble, or reverse-engineer any of the software comprising the Service, except as permitted by applicable law.
  • Copy, adapt, or create derivative works of the Service in order to build a competing product, or resell, sublicense, or commercially exploit the Service without our written permission.
  • Upload or transmit viruses, Trojan horses, or other material that interferes with any party's use of the Service, or that acts as a passive or active information-collection mechanism.
  • Engage in any automated use of the system that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Attempt to impersonate another user or person, or use another user's account without permission.
  • Harass, abuse, or harm another person, or our employees or agents.
  • Use the Service in any manner inconsistent with these Terms or any applicable law.

6. Subscriptions, Trial, Billing, and Payments

  • Panwright is offered as a subscription priced at $20 USD per month, including a 7-day free trial for new subscribers.
  • Unless you cancel before the trial ends, your paid subscription begins automatically at the end of the trial, your payment method is charged, and the subscription renews automatically each month until you cancel.
  • By starting the free trial you authorize Paddle to charge the then-current subscription fee (currently $20/month) when the trial ends, unless you cancel before then.
  • You may cancel at any time from the desktop app (Settings → Manage billing, which opens the Paddle customer portal), or by contacting us. Cancellation stops the next renewal; your access continues until the end of the period you have already paid for.
  • We may change our prices from time to time. We will give you reasonable advance notice before a price change affects your renewals; continued use after the change takes effect constitutes acceptance of the new price.

Payments are processed by Paddle.com, which acts as the reseller and merchant of record for all purchases of the Service. Your purchase is therefore also subject to Paddle's Buyer Terms. Paddle handles billing, payment methods, receipts, and the calculation, collection, and remittance of applicable taxes. We do not receive or store your full payment-card details. Refunds are handled as described in our Refund Policy. If a refund or chargeback is issued for your subscription, your access to the paid Service may end.

7. Model Providers, Agent Actions, and Connected Tools

The Service is designed to be used with a model provider of your choice, under your own account and API key. You are responsible for obtaining and maintaining that account, for keeping your key secure, and for complying with the provider's terms and acceptable-use policies. Your prompts and content are transmitted from your device directly to your chosen provider; that provider's handling of your data is governed by its own terms and privacy policy, not ours.

Output may be wrong — verify it before you rely on it. The Service relies on AI models that can produce output that is inaccurate, incomplete, offensive, or otherwise unintended. You should not rely on any output as a sole source of truth, and you are solely responsible for reviewing, testing, and evaluating anything the agents produce — using human review as appropriate — before you use, deploy, or ship it. We do not warrant that any output is correct, safe, non-infringing, or fit for any particular purpose.

Agent actions run automatically — you control them with deny rules. Separate from the accuracy of their output, Panwright's agents take actions on your behalf — creating, modifying, moving, executing, and deleting files, running commands, and changing your projects, environment, and connected systems (collectively, "Actions"). Panwright runs the agents in auto mode: by default their Actions are carried out automatically, and Panwright does not pause to ask you to approve each Action before it runs. Actions can be destructive or irreversible and may overwrite, corrupt, or permanently delete your data, code, or other work. Because Panwright does not seek your approval for each Action in advance, it is your responsibility to prevent unwanted Actions using Panwright's allow/deny rules — in particular, deny rules that block the tools or commands you do not want the agents to run — as well as by keeping current backups, using version control, and running Panwright only in an environment whose risk you accept.

Connected tools and integrations. Panwright lets you connect external tools, services, and data sources — for example through the Model Context Protocol ("MCP"), additional API keys, or other integrations. When you connect them, you authorize the agents to take Actions on those systems automatically, in auto mode, using your own credentials and access rights. Depending on what you connect and the access you grant, this can include Actions that are irreversible, costly, or damaging — such as deleting a code repository, reading or modifying production databases, sending messages or emails, or purchasing goods or services. You are solely responsible for choosing what to connect, for limiting the credentials and access you grant, and for using deny rules to block Actions you do not want the agents to take on those systems.

High-risk uses. The Service is not designed for, and you must not use it or direct its agents at, any system, data, or activity where an error, delay, or unintended Action could lead to death, personal injury, or serious physical, environmental, financial, or operational harm — including critical infrastructure, safety systems, or irreplaceable or production data — unless you have configured appropriate deny rules and independent safeguards and you maintain human oversight appropriate to that risk. You must not use the agents' output or Actions to make decisions with a legal or similarly significant effect on a person (such as credit, employment, housing, insurance, legal, or medical decisions) without meaningful human review.

To the fullest extent permitted by law, we are not liable for any loss, damage, corruption, deletion, cost, or other harm resulting from output the agents produce or Actions they take — on your device or on any system or service you connect to Panwright — including Actions you did not block using the controls available to you.

8. Device Mirroring

The Service lets you pair additional devices (such as a phone) to mirror and control your desktop session. Traffic between your paired devices is end-to-end encrypted and is relayed through our infrastructure as opaque ciphertext that we cannot read. You are responsible for the security of the devices you pair, and you may revoke a device at any time from within the app. Pushed notifications are content-free alerts and never carry your data.

9. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Service for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms; (3) refuse, restrict access to, or limit the availability of the Service to any person; and (4) otherwise manage the Service in a manner designed to protect our rights and property and to facilitate its proper functioning.

10. Term and Termination

These Terms remain in effect while you use the Service. You may stop using the Service and delete your account at any time from within the app (Settings → Delete account). Deleting your account cancels any active subscription and permanently removes your account, profile, and subscription record from our systems, as described in our Privacy Policy.

We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Service to any person for any reason, including for breach of any representation, warranty, or covenant in these Terms or of any applicable law. If we terminate or suspend your account, you are prohibited from registering a new account under your name, a fake or borrowed name, or the name of any third party.

11. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Service at any time or for any reason at our sole discretion, and we have no obligation to update any information. We cannot guarantee the Service will be available at all times; we may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance, and nothing in these Terms obligates us to maintain and support the Service or to supply any corrections, updates, or releases.

12. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict-of-law principles. You irrevocably consent that the state and federal courts located in Michigan shall have exclusive jurisdiction to resolve any dispute arising in connection with these Terms, except as provided below and except where mandatory local consumer-protection law applies to you.

Informal negotiations. To expedite resolution and control cost, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating arbitration. Such negotiations begin upon written notice from one party to the other.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by individual binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes, conducted in the State of Michigan. You understand that, without this provision, you would have the right to sue in court and to a jury trial. Either party may instead seek injunctive or equitable relief in court for matters involving intellectual property, unauthorized use, or invasion of privacy. Either party may instead bring an individual claim in small-claims court. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing support@panwright.com with your account email and "Arbitration opt-out." Opting out does not affect any other provision of these Terms.

Class-action waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class-action lawsuit or class-wide arbitration.

Time limit on claims. Regardless of any statute or law to the contrary, any claim or dispute arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose; otherwise, it is permanently barred.

13. Corrections

There may be information on the Service that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.

14. Disclaimer

The Service is provided on an "as-is" and "as-available" basis. To the fullest extent permitted by law, you agree that your use of the Service — including any output its agents produce and any Actions they take (see Section 7) — is at your sole risk, and we disclaim all warranties, express or implied, in connection with the Service, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties about the accuracy or completeness of the Service, of any AI-generated output, or of any Actions the agents take, and we assume no liability for (1) errors or inaccuracies of content, (2) personal injury or property damage resulting from your use of the Service, (3) any unauthorized access to our servers or any personal information stored therein, (4) any interruption or cessation of the Service, (5) any bugs, viruses, or the like transmitted through the Service by a third party, or (6) any loss, corruption, or deletion of data or other damage resulting from your use of any content or output, or from any Actions the agents take, on your device or on any system or service you connect.

15. Limitation of Liability

To the fullest extent permitted by law, in no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, or loss of data, arising from your use of the Service (including any output the agents produce or any Actions they take), even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary, our total liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount, if any, paid by you to us during the six (6) month period prior to any cause of action arising. Certain U.S. state and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages; if these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

16. Indemnification

You agree to defend, indemnify, and hold us harmless, including our affiliates and our respective officers, agents, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, made by any third party arising out of or relating to: (1) your use of the Service; (2) your breach of these Terms; (3) any breach of your representations and warranties; (4) your violation of the rights of a third party, including intellectual property rights; or (5) your use of any AI-generated output; or (6) any Actions the agents take on your device or on any system or service you connect. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

17. User Data

We maintain the limited account and subscription data described in our Privacy Policy for the purpose of managing the Service. Because Panwright is local-first, your projects and other work are stored on your own device, and you are solely responsible for maintaining backups of that data. You agree that we have no liability to you for any loss or corruption of data stored on your device.

18. Electronic Communications, Transactions, and Signatures

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive communications electronically, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. You agree to the use of electronic signatures, contracts, and records, and to electronic delivery of notices, policies, and records of transactions.

19. California Users

If you are a California resident and a complaint with us is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

20. Miscellaneous

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and us. Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver of that right or provision. We may assign our rights and obligations at any time; you may not assign yours without our prior written consent. If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is severable and does not affect the validity of the remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms.

21. Contact Us

To resolve a complaint regarding the Service or to receive further information about it, please contact us at support@panwright.com, or write to us at:

Joy's Dawn Solutions LLC
4466 Birch Run Dr
Troy, MI 48098
United States