End User License Agreement

1. Definitions

• "Agent Runtime" — the software components that execute AI agent processes, whether hosted by Orqana AI or deployed on-premise under Offline Mode.
• "Documentation" — user guides, technical specifications, and API references provided by Orqana AI in connection with the Software.
• "Offline Mode Software" — the version of the Software licensed for on-premise or air-gapped deployment under an eligible Offline Mode subscription.
• "Software" — the Orqana AI software, including all on-premise components, client software, API integrations, Agent Runtime environments, and related Documentation.
• "Update" — any patch, bug fix, security update, or new version made available during your subscription term.

2. License grant

Cloud-hosted software. Subject to this EULA and your subscription, Orqana AI grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software in its cloud-hosted form solely for your internal business purposes, in accordance with the Documentation and within the usage limits of your plan.

Offline Mode software. If you have purchased an Offline Mode subscription, Orqana AI additionally grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and operate the Offline Mode Software on servers within your own infrastructure or approved air-gapped environment, for internal business purposes only, on the number of server instances specified in your subscription agreement.

API license. Where your subscription includes API access, Orqana AI grants you a limited license to integrate the Software with your own applications via our published API, solely in accordance with our API documentation and applicable rate limits.

3. Ownership and intellectual property

The Software — including all source code, object code, algorithms, AI models, user interfaces, trade secrets, and Documentation — is and remains the exclusive property of Orqana AI and its licensors. This EULA conveys no ownership rights. All rights not expressly granted are reserved.

Agent configurations you create using the Software are owned by you, subject to Orqana AI's ownership of the underlying platform and models. Any feedback or suggestions you provide regarding the Software are assigned to Orqana AI without restriction or compensation.

Certain components may be subject to open-source licenses. A list is available at Dane.holcombe@orqanaai.com upon request. Open-source licenses take precedence over this EULA to the extent of any conflict with respect to those components only.

4. License restrictions

You may not, and may not permit any third party to:

• Copy or distribute the Software except as expressly permitted under this EULA.
• Reverse engineer, decompile, or disassemble the Software or attempt to derive source code, except to the extent permitted by applicable law (including EU Directive 2009/24/EC).
• Modify or create derivative works of the Software without our prior written consent.
• Sublicense, lease, rent, sell, or transfer the Software or any license rights to any third party.
• Use the Software to develop a competing product or service, or benchmark it for public disclosure without our written approval.
• Remove, alter, or obscure any copyright, trademark, or proprietary notices in the Software.
• Use the Software in violation of applicable law.
• Deploy the Offline Mode Software outside the licensed infrastructure scope or share access with parties outside your organization without a separate license.
• Circumvent license enforcement mechanisms including license keys, activation systems, or usage limits.
• Export or re-export the Software in violation of applicable export control laws (see Section 10).

5. Updates and support

During your active subscription, Orqana AI will make Updates available. For cloud-hosted deployments, Updates are applied automatically. For Offline Mode deployments, Updates are made available for you to install — you are responsible for applying them. We are not liable for security incidents arising from failure to apply available security Updates.

We may discontinue support for specific versions with 90 days' advance notice. After end-of-life, discontinued versions receive no further Updates or security patches. Technical support is provided in accordance with your subscription tier.

6. Data and privacy

Personal data processed through the Software is governed by our Privacy Policy and, where applicable, our Data Processing Agreement.

Offline Mode data. Data processed by agents under Offline Mode remains within your infrastructure. Orqana AI does not access or receive that data unless you explicitly initiate a support session requiring remote access, in which case you control the scope of access.

Telemetry. The Software may collect anonymized usage telemetry (feature usage frequency, error rates) to improve the platform. This telemetry does not include User Content or personal data. You may opt out through your account settings.

7. Audit rights

For Offline Mode deployments, Orqana AI reserves the right, upon 30 days' written notice, to audit your deployment to verify compliance with the license scope. Audits will be conducted during business hours in a manner that minimizes disruption. If an audit reveals underpayment, you agree to promptly pay the outstanding fees.

8. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY OF AI OUTPUTS. WE DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. AI-GENERATED OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE.

For EU consumers, mandatory statutory warranties under applicable national law are not affected by this Section.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORQANA AI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ORQANA AI'S TOTAL LIABILITY UNDER THIS EULA WILL NOT EXCEED THE GREATER OF: (A) THE LICENSE FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM; OR (B) USD $100.

ORQANA AI IS NOT LIABLE FOR ANY BREACH, DATA LOSS, SECURITY INCIDENT, OR FAILURE ARISING FROM YOUR INFRASTRUCTURE, DEPLOYMENT CONFIGURATION, OR FAILURE TO APPLY AVAILABLE UPDATES UNDER OFFLINE MODE.

Nothing in this Section limits liability for death or personal injury caused by Orqana AI's negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under mandatory applicable law.

10. Export controls

The Software is subject to US export control laws (including the Export Administration Regulations, 15 CFR Parts 730–774) and other applicable jurisdictions. You represent and warrant that: (a) you are not located in, or a national of, any country subject to a US government embargo; (b) you are not listed on any US government restricted-party list (including OFAC SDN List or BIS Entity List); and (c) you will not use the Software in connection with the development of weapons of mass destruction.

11. Term and termination

This EULA is effective from the date you first use the Software and continues for the duration of your active subscription. Orqana AI may terminate this EULA immediately for material breaches involving reverse engineering, unauthorized distribution, or export control violations. This EULA terminates automatically on subscription expiry or termination.

Upon termination, all licenses granted under this EULA immediately terminate. For Offline Mode deployments, you must immediately cease use and uninstall and destroy all copies of the Offline Mode Software from your systems.

12. Governing law

United States. This EULA is governed by the laws of the State of Delaware, without regard to conflict of law principles. Disputes are subject to the dispute resolution provisions in the Terms of Service.

European Union. For licensees in the EU, this EULA is governed by the laws of Ireland. EU consumer protection laws that cannot be excluded by contract take precedence to the extent of any conflict.

13. General

This EULA supplements the Terms of Service. In the event of any conflict between this EULA and the Terms of Service with respect to the Software, this EULA controls. If any provision is held unenforceable, the remaining provisions remain in full force.

Licensing and compliance inquiries: Dane.holcombe@orqanaai.com.