Terms & EULA

Important: READ THIS AGREEMENT BEFORE USING THE SOFTWARE. BY INSTALLING, COPYING, OR USING VAULTRAG, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. License Grant

a. After you purchase a valid VaultRAG license, VaultRAG Inc. ("Licensor") grants you a limited, non-exclusive, non-transferable, revocable license to install and use the VaultRAG software (the "Software") solely for your internal business or personal use, subject to this Agreement and the license scope provided at purchase.

b. Unless otherwise stated at purchase, a license is for one individual user and may be activated on devices owned or controlled by that user, subject to reasonable activation limits intended to prevent abuse. Licensor may provide activation resets at its discretion.

c. The Software is licensed, not sold. This license does not transfer ownership. Licensor and its licensors retain all rights, title, and interest in the Software.

2. Purchase, Activation, and Third-Party Provider Costs

a. VaultRAG is sold as a one-time purchase license unless a separate written offer states otherwise. Your purchase of the Software does not include AI provider credits, tokens, API usage, cloud services, or other third-party charges.

b. Certain features require a third-party AI provider account or API key, such as OpenRouter. Those providers may charge you separately on a pay-as-you-go or other basis. You are responsible for reviewing and accepting the provider's terms, pricing, privacy policy, data handling practices, and billing arrangements.

c. Cloud provider-backed AI and semantic search features require an active internet connection, a valid configured provider account or API key, and provider availability. This includes generating embeddings, semantic search queries, summarization, chat, and related model-backed retrieval. These features may be unavailable or degraded while offline or if OpenRouter or another selected provider is unavailable, misconfigured, rate-limited, suspended, or unpaid. Local and on-device AI features may operate without an internet connection, but depend on your hardware and on third-party models and components as described in Section 5.

d. Licensor does not sell, bill, meter, enforce, or control your OpenRouter token usage or other third-party AI provider usage. Any provider charges are between you and that provider.

e. The Software verifies an entered license key online during activation or reactivation. After activation, the Software stores a signed activation token and checks that token locally on app launch. Licensor may disable or limit functionality if license verification fails, the license is invalid, the license was obtained fraudulently, or you breach this Agreement.

f. No resale, sublicensing, hosting for third parties, or use for service bureau or managed service purposes is permitted without express written consent.

3. Permitted and Prohibited Uses

You may:

• Install and run the Software on devices you own or control within the scope of the license, seat count, or activation terms provided at purchase.

You may not:

• Modify, adapt, translate, reverse engineer, decompile, or disassemble the Software except where expressly permitted by law.
• Circumvent technical protection or licensing controls.
• Remove or alter proprietary notices.
• Redistribute, sublicense, rent, lease, or provide the Software to third parties.
• Use the Software to develop competing products.

4. Third-Party Services and AI Providers

a. Certain features send content, including user documents or excerpts, to third-party AI providers you select, such as OpenRouter models. You are responsible for configuring providers and ensuring you have rights to any content you submit.

b. Licensor disclaims responsibility for third-party services and their handling of data. Review each provider's terms, privacy, and retention policies before enabling.

c. Licensor does not guarantee the availability, pricing, performance, quality, legality, or continued operation of any third-party AI provider, model, API, or service.

5. Local and On-Device AI

a. The Software can run AI models locally on your device ("Local AI"), including chat, summarization, and embedding generation, using bundled open-source inference runtimes such as llama.cpp and ONNX Runtime. Local AI features are designed to operate on your device and, for those features, do not send your content to an external AI provider.

b. Local AI requires you to download model files, and may require additional runtime or hardware-acceleration components (for example, NVIDIA CUDA runtime libraries), from third-party sources. Those model files and components are provided by their respective owners and are subject to their own licenses, terms of use, acceptable-use policies, and restrictions (for example, the Gemma Terms of Use or a model author's license). You are responsible for reviewing, accepting, and complying with those terms before downloading or using them, including any restrictions on commercial use, redistribution, fine-tuning, output usage, or prohibited use cases.

c. Licensor does not own, and does not grant you any rights in, third-party models, weights, inference runtimes, or acceleration components. Licensor does not guarantee the availability, accuracy, quality, performance, legality, or continued operation of any local model, runtime, or component, and is not responsible for changes to, or withdrawal of, any third-party model or download source.

d. Local AI performance, speed, output quality, and availability depend on your hardware, operating system, drivers, available memory, storage, and configuration. Some models may be unavailable, slow, or unable to run on your device. Optional GPU acceleration depends on compatible hardware and on vendor-provided software, such as the NVIDIA CUDA runtime, that you choose to download and install subject to the vendor's terms.

e. You are responsible for ensuring you have the rights and permissions necessary to process your content with Local AI and to use any model outputs for your intended purpose.

6. API Keys and Provider Accounts

a. You are responsible for the security, accuracy, billing status, permissions, and continued availability of any API keys or third-party provider accounts you configure.

b. Licensor is not responsible for unauthorized use of your provider accounts, provider billing, rate limits, suspended provider access, changed provider pricing, changed provider models, provider-side data retention, provider outages, or provider errors.

7. User Content

a. You retain ownership of files, documents, prompts, text, metadata, and other content you provide to, create with, or manage using the Software.

b. You are responsible for ensuring that you have all rights, permissions, and authority necessary to store, process, index, search, transmit, or submit that content to third-party providers through the Software.

8. Data Handling and Privacy

a. As part of normal file-manager, vault, and search functionality, the Software may read, parse, index, search, move, copy, rename, and otherwise handle files you choose to manage in the app.

b. When you enable or use AI, embedding, summarization, chat, or related provider-backed features, the Software may transmit document text, excerpts, metadata, prompts, search context, and generated outputs to the AI provider or providers you configure, such as OpenRouter. When you use Local AI features, that processing occurs on your device and the content used by those features is not sent to an external AI provider by the Software.

c. The Software may create local indexes, databases, embeddings or search data, caches, logs, settings, summaries, metadata, downloaded model files, and other derived data to provide app functionality. Uninstalling the Software may not remove all user-created files, vault contents, downloaded models, provider data, backups, logs, or configuration stored outside the application bundle or installation directory.

d. You are responsible for maintaining appropriate backups of your files, documents, configuration, vault contents, and other data. The Software is not a backup service and is not guaranteed to prevent accidental deletion, corruption, overwriting, misplacement, failed synchronization, provider errors, or other data loss.

e. Telemetry and usage data, if collected, will be limited to operating the service, improving reliability, enforcing licensing, and meeting legal requirements.

f. Use of the Software is also subject to Licensor's Privacy Policy, if published or provided separately.

9. AI Outputs and Search Results

The Software may generate summaries, answers, classifications, document matches, recommendations, extracted information, or other outputs using cloud or local AI models and search or indexing features. These outputs may be inaccurate, incomplete, outdated, misleading, or unsuitable for a particular purpose. You are responsible for independently reviewing and verifying all outputs, source documents, search results, and file operations before relying on them. The Software is not a substitute for professional judgment, legal advice, medical advice, financial advice, engineering review, compliance review, or other expert evaluation.

10. High-Risk Uses

The Software is not designed or intended for use in safety-critical, life-support, emergency, regulated, or high-risk environments where failure, inaccurate output, data loss, or delayed access could lead to death, personal injury, severe property damage, legal noncompliance, or regulatory noncompliance.

11. Updates

The Software may provide updates, which are licensed, not sold, and governed by this Agreement unless accompanied by different terms. Licensor is not obligated to provide any specific update, feature, support response, or compatibility change unless required by law or separately agreed in writing.

12. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS, DELETION, CORRUPTION, OVERWRITING, MISPLACEMENT, UNAVAILABILITY, OR DISCLOSURE OF FILES, DOCUMENTS, CONFIGURATION, VAULT CONTENTS, DATA, PROFITS, REVENUE, THIRD-PARTY PROVIDER CREDITS, API FEES, TOKEN USAGE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR FOR THE SOFTWARE IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

14. Term and Termination

a. This Agreement is effective upon installation and continues until terminated.

b. Licensor may suspend or terminate your license for breach of this Agreement, invalid license status, fraudulent purchase, chargeback, refund, or failure to comply with applicable law.

c. Upon termination, you must cease all use and uninstall the Software. Sections 3 through 10 and Sections 12 through 15 survive termination.

15. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to conflict of laws principles, except where applicable consumer protection laws require otherwise. Exclusive venue for disputes is the state or federal courts located in Pennsylvania, and you consent to personal jurisdiction there, except where applicable law requires another venue.

16. Third-Party Components

The Software includes third-party components under separate open-source licenses, including local AI inference runtimes such as llama.cpp and ONNX Runtime. These components are licensed to you under their respective licenses. Models you download for Local AI are not part of the Software and are licensed separately by their owners. See Third-Party Notices for details.

17. Contact

For licensing or legal inquiries, contact: [email protected].