Self-Hosted License Agreement

This Ephemeral Self-Hosted License Agreement (the Agreement) is between CAMPOS ANIDO ERNESTO JOSE, a sole proprietor trading as erni.works, Plaza Ginza Shintomi Bldg. 501, 2-11-11 Shintomi, Chuo-ku, Tokyo 104-0041, Japan (Ephemeral, we, us) and the organization named in the acceptance form (the Customer, you). It takes effect when the person accepting it on the Customer's behalf submits the acceptance form on the Ephemeral website (the Effective Date).

1. Definitions

Software means the Ephemeral self-hosted software distributed as the container image ephemer.al/ephemeral/self-hosted, the files it exports, the worker package, and the accompanying documentation, including every update we make available to you under this Agreement.

Installation means one running instance of the Software, identified by one deployment registration (a deployment ID and its license token) created in the Customer's account on the Ephemeral website.

License means the right granted in section 2 to operate the Software in Installations, up to the number of Installations in the Customer's Plan.

Plan means what the Customer subscribes to: a base plan, which includes one Installation and an allowance of runs each calendar month, plus any additional Installations and additional blocks of runs the Customer adds. The Customer's Plan, and the runs used in the current month, are shown in its account.

Subscription means the Customer's paid, recurring subscription to a Plan, processed by our payment provider, for the billing period (monthly or yearly) the Customer selected.

Term has the meaning given in section 8.

Customer Data means all data, files, prompts, credentials, model outputs, run records and other content that the Customer or its users put into, generate with or store in an Installation, and the infrastructure the Customer runs it on.

2. License grant and scope

2.1 Grant. Subject to this Agreement and payment of the fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to install and run the Software, in object-code form, in up to the number of Installations in its Plan, solely for the Customer's and its affiliates' internal business purposes.

2.2 Installations. Each Installation is registered under one machine ID. A registration may be revoked and replaced by a new registration within the number of Installations in the Plan. Running the Software without a valid registration, or more Installations than the Plan includes, is not permitted.

2.3 Users and runs. There is no limit on the number of the Customer's personnel who may use an Installation. The runs allowed each calendar month (UTC) are shared by all of the Customer's Installations, as the Plan provides, and each Installation is subject to the concurrency limit shown in the Customer's account; we may describe these allowances in the documentation or on the website from time to time. Because Installations report the runs they start from time to time, the runs started in a month can briefly exceed the allowance by the runs started between those reports; we do not charge for that excess. Larger allowances are available under a separate written agreement.

2.4 Your infrastructure. The Customer provides and is responsible for the servers, cloud accounts, network, model endpoints and other infrastructure on which the Software runs, and for the charges those providers make.

2.5 License validation. The Software validates its license token with Ephemeral at startup and while it admits and starts runs. The Customer must keep the Software able to reach the validation service, and must keep each license token secret.

2.6 Reservation of rights. The Software is licensed, not sold. We and our licensors keep all right, title and interest in the Software and in all intellectual property rights in it. No rights are granted except those expressly stated in this Agreement.

2.7 Open-source components. The Software includes third-party and open-source components that are governed by their own license terms, which apply instead of this Agreement to those components to the extent required by those terms.

3. Restrictions

The Customer must not, and must not allow anyone else to:

(a) copy, redistribute, sell, rent, lease, lend, sublicense, host for third parties as a service, or otherwise make the Software or any license token available to anyone other than its own personnel and its affiliates' personnel acting for it;

(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software, except to the extent applicable law permits despite this restriction;

(c) modify or create derivative works of the Software, except configuration the Software is designed to accept;

(d) remove, bypass, disable or interfere with license validation, usage limits, or any notice or protection in the Software;

(e) share a license token between Installations, or register Installations to exceed the number its Plan includes;

(f) use the Software to build a competing product or service, or to benchmark it for publication without our written consent;

(g) use the Software in violation of applicable law, or to infringe the rights of others; or

(h) transfer the Customer's rights under this Agreement without our written consent, except to a successor of its whole business that accepts this Agreement in writing.

4. Fees, billing and renewal

4.1 Fees. The Customer pays the fees shown at checkout for its Plan and the billing period it selects. Unless stated otherwise at checkout, fees are stated in United States dollars and exclude taxes. The Customer is responsible for all sales, use, value-added, withholding and similar taxes, other than taxes on our net income.

4.2 Billing. Fees are charged in advance for each billing period through our payment provider, using the payment method the Customer provides. The Customer authorizes those charges and must keep its payment details and billing email current.

4.3 Automatic renewal. The Subscription renews automatically for successive periods of the same length (one month or one year) at the then-current fee, until it is cancelled under section 8. We will give notice at least thirty (30) days before the effective date of any increase in the fee for a yearly Subscription, and at least fourteen (14) days before an increase for a monthly Subscription. An increase takes effect from the next renewal after the notice.

4.4 Changing the Plan. The Customer may add or remove Installations and blocks of runs in its account. Our payment provider charges or credits the change pro rata for the rest of the current billing period. The Customer cannot reduce the Installations in its Plan below the number currently registered; it must first revoke the registrations it no longer needs. A reduction in runs applies to the current month from the time it is made.

4.5 No refunds. Except where required by law or stated otherwise in writing, fees are non-refundable, including for unused time in a billing period after cancellation.

4.6 Failed payment and suspension. If a payment fails, we may retry it and may notify the Customer. If a payment remains unpaid, we may suspend the License and revoke the registrations associated with the unpaid period after a short grace period that we describe on the website. Suspension does not relieve the Customer of its obligation to pay fees due.

5. Customer Data, privacy and security

5.1 Customer controls its data. The Software runs in the Customer's own environment. As between the parties, the Customer owns all Customer Data and is the controller of any personal data in it. Customer Data stays in the Customer's infrastructure.

5.2 We do not access Customer Data. We do not have access to Customer Data. The only information the Software sends to us is what is needed to validate the license and count usage against the allowances: the license token, the machine ID, the Software version, and counts of runs started. We use this information to provide the licensing service, to bill and to protect the Software.

5.3 Account data. We process the information the Customer gives us on the website, such as the details in the acceptance form, as described in our privacy policy.

5.4 Responsibility. The Customer is responsible for securing its Installations, its credentials and its infrastructure, for the content it processes with the Software, for the tools and external systems its agents act on, and for complying with the laws and the terms of the services it uses with the Software, including its model providers.

6. Updates and support

6.1 Updates. During the Term we make available the new releases of the Software that we publish to licensed customers. We may change, add or remove features, and we may stop supporting older releases. The Customer decides when to upgrade, but we may require a supported release to receive support.

6.2 Support. We provide support by email to the Customer's owners and administrators on business days, with reasonable efforts to respond. Support covers installing, configuring and operating the unmodified Software as documented, and correcting defects in it. It does not include the Customer's infrastructure, model providers, custom integrations, or training. No particular response time or availability is guaranteed.

6.3 Registry access. The license token also grants read access to the image registry for the Software for as long as the license is valid.

7. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, EPHEMERAL AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT AGENTS RUN WITH THE SOFTWARE WILL PRODUCE ACCURATE, SAFE OR USEFUL RESULTS. THE CUSTOMER IS RESPONSIBLE FOR REVIEWING THE ACTIONS AND OUTPUT OF AGENTS BEFORE RELYING ON THEM.

8. Term, cancellation, suspension and termination

8.1 Term. This Agreement starts on the Effective Date and continues for as long as the Customer holds a Subscription, until terminated under this section (the Term).

8.2 Cancellation. The Customer may cancel the Subscription at any time through the billing portal. Cancellation takes effect at the end of the billing period already paid; the License and the Installations keep working until then, plus the short grace period described on the website.

8.3 Suspension. We may suspend or revoke a License, immediately and without notice where the circumstances require, if (a) fees are unpaid after the grace period, (b) the Customer breaches section 3, or (c) the Software is being used in a way that threatens the security or integrity of the Software or of our services.

8.4 Termination for breach. Either party may terminate this Agreement by written notice if the other materially breaches it and does not cure the breach within thirty (30) days after notice. We may terminate immediately for a breach of section 3 or for non-payment that remains uncured after the grace period.

8.5 Effect. When the Agreement ends or a License expires, the Customer's right to operate the affected Installations ends, license tokens stop validating, and the Customer must stop using, and delete, the Software and any copies of it for those Installations. Customer Data remains the Customer's and stays in its infrastructure. Sections 1, 2.6, 3, 4 (for amounts accrued), 5.1, 7, 8.5, 9, 10, 11 and 12 survive.

9. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE FEES THE CUSTOMER PAID FOR THE LICENSES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

These limits do not apply to the Customer's obligation to pay fees, to the Customer's breach of section 3, to a party's infringement or misappropriation of the other's intellectual property rights, to a party's confidentiality breach, or to liability that cannot be limited under applicable law (such as for fraud, willful misconduct, or death or personal injury caused by negligence).

10. Confidentiality

Each party (the Recipient) will keep confidential the non-public information of the other party (the Discloser) that is marked confidential or that a reasonable person would understand to be confidential, including the Software, license tokens and the terms of any separate pricing agreement; use it only to perform or exercise rights under this Agreement; and protect it with at least reasonable care. This does not cover information that is or becomes public without the Recipient's breach, was known to or independently developed by the Recipient without use of the Discloser's information, or is lawfully received from a third party without restriction. The Recipient may disclose confidential information to the extent required by law or a court, after giving the Discloser prompt notice where lawful. This section continues for three (3) years after the Agreement ends, and for as long as the information remains a trade secret.

11. Governing law and disputes

This Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of Japan, without regard to their conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Tokyo District Court has exclusive jurisdiction of the first instance over any such dispute or claim, and each party submits to that jurisdiction. Before starting proceedings, a party will first notify the other in writing and both will try in good faith to resolve the matter for thirty (30) days, except where a party seeks urgent interim relief.

12. General

12.1 Authority. The person who accepts this Agreement for the Customer confirms that they have authority to bind the Customer to it. If they do not, the Agreement is between us and that person.

12.2 Entire agreement. This Agreement, with any order or pricing terms shown at checkout, is the entire agreement about its subject and replaces earlier discussions about it. A signed, written agreement between the parties that expressly covers the Software prevails over this Agreement where they conflict.

12.3 Changes. We may update this Agreement for future Subscriptions and renewals by publishing a new version and notifying the Customer's billing email at least thirty (30) days before it applies to the Customer. If the Customer does not accept the new version, it may cancel before it applies. Each version has a number, and the Customer's acceptance of a version is recorded.

12.4 Notices. We may give notice by email to the billing email the Customer provided or through its account on the website. The Customer may give notice to the contact address on our website.

12.5 Assignment and subcontracting. We may assign this Agreement to an affiliate or a successor to our business, and may use subcontractors, provided we remain responsible for them.

12.6 Export and sanctions. The Customer will comply with applicable export control and sanctions laws and will not use the Software in a sanctioned country or for a sanctioned person.

12.7 Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control, except for payment obligations.

12.8 Severability and waiver. If a provision is unenforceable, the rest of the Agreement continues, and the provision is enforced to the extent permitted. A failure to enforce a right is not a waiver of it.

12.9 Language. This Agreement is provided in English. Any translation is for convenience, and the English version governs.