Terms of Service

1. Acceptance of Terms and Eligibility

1.1 Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and UMELLE EOOD ("UMELLE," "we," "our," or "us"), a company registered in Bulgaria, governing your access to and use of the Librarian application, the Librarian Launcher, the website umelle-librarian.ai, the license server, and all related services (collectively, the "Services").

By purchasing a subscription, downloading, installing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our End-User License Agreement ("EULA"), and our Privacy Policy. If you do not agree to these Terms, do not use the Services.

1.2 Agreement Hierarchy

These Terms serve as the master agreement governing your relationship with UMELLE. The EULA supplements these Terms with provisions specific to the installation and local use of the Software on your machine. The Privacy Policy governs our collection and use of your personal data. In the event of any conflict between these Terms and the EULA, these Terms shall prevail for all matters not specific to installation and local use of the Software, for which the EULA shall prevail.

1.3 Eligibility

You must be at least eighteen (18) years of age to use the Services. By using the Services, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into this agreement. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

The following terms have the meanings set forth below when used in these Terms:

• "Librarian" or "Application" means the locally installed desktop application that enables agentic Retrieval Augmented Generation (RAG) operations on your documents. All document processing, embedding generation, indexing, and AI inference occur entirely on your local machine using your own hardware resources.
• "Launcher" means the Librarian Launcher companion application that manages application startup, license verification, network configuration, update management, and related services.
• "Software" means Librarian and the Launcher collectively, including all updates and patches.
• "Services" means the Software, the license server, the website umelle-librarian.ai, support services, and all related infrastructure operated by UMELLE.
• "License Server" means the dedicated infrastructure managed by UMELLE that handles license issuance, validation, seat tracking, and subscription lifecycle.
• "Local Data" means all documents, files, folders, embeddings, vector database contents, chat conversations, AI-generated responses, AI model data, and local application configurations processed and stored exclusively on your machine or local network.
• "Ollama" means the third-party local AI runtime that provides AI model management and inference on your machine.
• "FQDN" means the Fully Qualified Domain Name provisioned as a subdomain under umelle-librarian.ai for your Librarian instance.
• "ACME" means the Automated Certificate Management Environment protocol used to provision TLS certificates for secure HTTPS access.
• "LAN Mode" means the default network configuration in which the Launcher provisions a certified subdomain enabling encrypted HTTPS access to Librarian from any device on your local network.
• "Loopback Mode" means the network configuration that restricts Librarian to local IP addresses only (127.0.0.1/localhost), preventing any network access.
• "Seat" means a license allocation, either a Device Seat (associated with a physical device running the Launcher) or an Account Seat (associated with an individual user account within Librarian), as further described in the EULA.

3. Description of Services

3.1 Librarian Application

Librarian is a locally installed desktop application (Windows MSI) that enables you to perform agentic Retrieval Augmented Generation (RAG) operations on your documents. All document processing, embedding generation, indexing, and AI inference occur entirely on your local machine using your own hardware resources (GPU, CPU, RAM, V-RAM). Librarian interfaces with Ollama, a third-party local AI runtime running on your machine. Librarian does not bundle AI models within its installer. On first launch, the Launcher uses the Ollama CLI API to download an initial set of AI models if they are not already present on your machine: two models required for core application functionality (OCR and document ingestion) and three starter models providing a baseline AI chat capability. This is a one-time operation. All models can be deleted at any time through the application's administration page, and you may download additional models through Ollama at your discretion.

3.2 Librarian Launcher

The Librarian Launcher is a companion application that manages application startup and provides the following services:

• LAN Mode (Default): Provisions a unique, ACME-certified subdomain under the umelle-librarian.ai domain, enabling encrypted HTTPS access to Librarian from any device on your local network.
• Loopback Mode: Restricts Librarian to local IP addresses only (127.0.0.1/localhost), preventing any network access. Suitable for solo use or travel.
• Supporting Services: FQDN provisioning, ACME certificate management, connection proxy, Ollama detection, GPU detection, application and database startup, subscription management, and update management.

The Launcher is a foreground application. When the Launcher window is open, it communicates with the UMELLE license server for license validation and heartbeat signals, and with the update server for update checks, regardless of whether Librarian itself has been started. The Launcher does not run as a background service and does not start automatically on system boot.

3.3 License Server

Our license server is hosted on dedicated infrastructure managed by UMELLE and handles license issuance, validation, seat tracking, and subscription lifecycle. The license server communicates with the Launcher to verify your license status and enforce seat limits. The hosting infrastructure may be migrated between providers from time to time; any such migration will not affect the scope of data collected or the functionality of the Services. The data collected by the license server is described in our Privacy Policy.

3.4 Website

The website umelle-librarian.ai provides product information, pricing, documentation, and serves as the entry point for subscription purchases. The website does not host user accounts, does not connect to the application backend, and does not store user data.

4. Account Registration and License Activation

4.1 Purchase Flow

To access the Services, you must purchase a subscription through the checkout process on umelle-librarian.ai. Upon completing payment through Stripe, a license is automatically generated by the license server. You will receive an email containing a download link for the Software installer (MSI) and your license key.

4.2 Installation and Activation

Installation requires acceptance of the EULA. Upon first launch, the Launcher validates your license key against the license server, claims a Device Seat, and performs initial setup including detection of Ollama and GPU resources. As described in Section 3.1, the Launcher will download initial AI models through Ollama if they are not already present on your machine. This initial download requires an active internet connection and is a one-time operation.

4.3 Account Credentials

You are responsible for maintaining the confidentiality of your license key and any account credentials created within Librarian. You must notify UMELLE immediately at support@umelle.com if you believe your license key has been compromised. UMELLE is not liable for any loss or damage arising from unauthorized use of your credentials.

5. Subscriptions, Billing, and Payment

5.1 Subscription Plans

Access to the Services requires a paid subscription. Available plans and pricing are published on umelle-librarian.ai. All subscription plans provide access to the same features; plans differ in the number of licensed seats and the level of support provided. We reserve the right to modify pricing for future billing periods with thirty (30) days' prior notice.

5.2 Free Trial

New users are entitled to a one (1) month free trial period. During the free trial, you have full access to all features of the Services. At the end of the free trial, your subscription will automatically convert to a paid subscription at the then-current rate for your plan unless you cancel before the trial period ends. You may cancel at any time through the Launcher's subscription management interface. UMELLE will send you a reminder notification before the end of your trial period, specifying the date your paid subscription will begin, the amount you will be charged, and instructions for cancellation. By starting a free trial, you consent to automatic conversion to a paid subscription if you do not cancel before the trial period ends.

5.3 Payment Processing

All payments are processed by Stripe, Inc. ("Stripe"). By subscribing, you agree to Stripe's terms of service and privacy policy. UMELLE does not collect, store, or process payment card numbers, bank details, or financial information. All billing inquiries related to payment processing should be directed to Stripe through your Stripe account dashboard.

5.4 Billing Cycle

Subscriptions are billed on a recurring basis according to the billing cycle of your chosen plan. Stripe will automatically charge your payment method at the beginning of each billing cycle.

6. Cancellation and Refund Policy

6.1 Cancellation

You may cancel your subscription at any time through the Launcher's subscription management interface. Upon cancellation:

• You will retain full access to the Services until the end of your current paid billing period.
• No further charges will be applied after cancellation.
• After your access period expires, your license will be revoked and the Software will no longer function.

6.2 Refund Policy

All subscription payments are non-refundable. Given the availability of a free trial period and the fact that you retain access through the end of your paid billing period upon cancellation, refunds are not provided. This does not affect any statutory rights you may have under applicable consumer protection laws.

7. License Grant

7.1 Grant of License

Subject to your compliance with these Terms and an active subscription, UMELLE grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Services for your personal or internal business purposes. The specific terms governing installation and local use of the Software on your machine are set forth in the EULA.

7.2 Scope

This license permits you to use the Services on the number of devices and with the number of user accounts specified by your subscription plan. The license does not grant you any ownership rights in the Software or any UMELLE intellectual property.

8. Seat Management

8.1 Two-Tier Seat Model

The Software uses a two-tier seat model consisting of Device Seats (ephemeral, associated with the physical device running the Launcher) and Account Seats (persistent, associated with individual user accounts within Librarian). Both seat types count against the same maximum seat limit defined by your subscription plan. The detailed mechanics of seat allocation, release, and management are set forth in the EULA.

8.2 Seat Limits

You may not exceed the maximum number of seats included in your subscription plan. The combined total of active Device Seats and Account Seats must remain at or below your licensed seat count at all times.

8.3 Seat Release

Device Seats are automatically released after thirty (30) minutes of inactivity or immediately upon graceful application shutdown. You may also manually release a Device Seat through the Launcher. If you experience a seat that does not release as expected, contact support@umelle.com for assistance.

9. License Restrictions

You agree that you will not:

• Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services or any component thereof.
• Reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law that cannot be contractually waived.
• Remove, alter, or obscure any copyright, trademark, or proprietary notices in the Services.
• Use the Services to develop a competing product or service.
• Share, transfer, or allow others to use your license key or credentials.
• Circumvent, disable, or interfere with any license enforcement, seat tracking, heartbeat mechanisms, or security features.
• Exceed the number of licensed seats under your subscription plan.
• Use the Services in any manner that violates applicable laws or regulations.
• Attempt to gain unauthorized access to the license server, other users' accounts, or any UMELLE systems.

10. Service Modifications and Updates

10.1 Right to Modify

UMELLE reserves the right to modify, update, or discontinue features of the Services at any time. We manage software versioning, and features may be added, changed, or deprecated as new versions are released. For material changes that significantly reduce the functionality of the Services, we will provide thirty (30) days' prior notice where practicable.

10.2 Updates

The Launcher automatically checks for available updates by fetching an update manifest approximately every thirty (30) minutes. This check transmits no user data. No updates are downloaded or installed without your explicit action. You may decline any update, and the Software will continue to run on its current version. The detailed update mechanics, including integrity verification and elevation requirements, are described in the EULA.

10.3 Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the revised Terms on our website with an updated "Last Updated" date and, where practicable, by email. Material changes take effect thirty (30) days after posting. Your continued use of the Services after the revised Terms take effect constitutes your acceptance of the changes. If you do not agree with the revised Terms, you must stop using the Services and cancel your subscription.

11. Support Services

11.1 Tiered Support

UMELLE provides technical support according to your subscription tier:

• Student Plan: Standard email support via support@umelle.com and in-app ticket submission through the Launcher.
• Family Plan: Priority email support with expedited response handling.
• Enterprise (future): Dedicated support with terms to be defined in a separate agreement.

11.2 Support Scope

Due to the local-first architecture and safety engineering of the Software, UMELLE cannot access, interact with, or directly troubleshoot the Librarian application running on your machine. Support is limited to license-related matters, including license activation, subscription management, seat management, and connectivity issues with the license server. Any issues relating to the Software's functionality, performance, or behavior are addressed exclusively through patches and updates released by UMELLE. Support does not include assistance with third-party software (including Ollama and AI models), hardware configuration, network infrastructure, or training on document management practices.

11.3 Support Data

When you submit a support ticket through the Launcher, system information may be transmitted automatically as part of the ticket submission. The Software does not currently provide a mechanism for you to review the specific data included in a support submission before it is sent. After a support ticket has been processed, you may request that UMELLE anonymize your personal data associated with the ticket by contacting support@umelle.com. Upon such request, UMELLE will retain the ticket data for operational and product improvement purposes but will delete or anonymize all customer-identifying information. Further details on support data retention are provided in our Privacy Policy.

11.4 Disclaimer

UMELLE will use commercially reasonable efforts to provide support but does not guarantee resolution of all issues or specific response times unless otherwise agreed in writing.

12. Your Data and Privacy

12.1 Local Data Ownership

You retain full ownership of all Local Data processed by Librarian on your machine. UMELLE claims no rights to this data and has no technical ability to access it. Your Local Data is not transmitted to UMELLE or any third party unless you choose LAN Mode, in which case data is accessible only within your local network.

12.2 No Backup or Recovery Services

Librarian stores all data locally on your machine. UMELLE does not maintain copies of your Local Data, does not provide automated backup functionality, and cannot assist with data recovery if local databases are corrupted or lost. You are solely responsible for backing up your own data directories, including document storage, vector database contents, and PostgreSQL data. A future release may include local backup and restore functionality, but no commitment is made to deliver such features.

12.3 Shared Folders

Librarian includes a shared folder feature that allows administrators and super users to upload documents accessible to other users on the same local network. Regular users may view and interact with shared documents but cannot add or modify them. UMELLE has no visibility into, access to, or control over the content of shared folders. Responsibility for all content uploaded to shared folders rests entirely with the administrator or super user who uploads it. UMELLE has no moderation capability or obligation with respect to shared folder content.

12.4 License Server Data

To operate the licensing and subscription system, UMELLE collects limited data through the license server as described in our Privacy Policy. This data includes your email address, license identifiers, Stripe customer and subscription identifiers, device identifiers, FQDN, certificate metadata, and seat usage data. This data is used solely for license management, compliance, and service delivery.

12.5 Privacy Policy

Your use of the Services is governed by our Privacy Policy. The Privacy Policy provides full details on data collection, use, retention, your rights under the GDPR and CCPA, and our third-party data processors. The Privacy Policy is incorporated into these Terms by reference.

13. Network Communications and Launcher Disclosure

13.1 Launcher Communications

When the Launcher window is open, it performs the following network communications regardless of whether Librarian has been started:

• License Server: License validation on launch, periodic heartbeat signals (approximately every 5 minutes), and seat management.
• Update Server: Update manifest checks (approximately every 30 minutes). No user data is transmitted during update checks.
• Ollama (local only): Status checks to the Ollama API on 127.0.0.1:11434. This traffic never leaves your machine.

13.2 Additional Communications in LAN Mode

When operating in LAN Mode, the Launcher makes additional outbound connections for ACME certificate provisioning (approximately every 76 days to Let's Encrypt), DNS record management for your FQDN, and certificate metadata reporting to the license server (certificate dates only; private keys are never transmitted). In LAN Mode, the Launcher transmits your device's local network IP address (e.g., 192.168.x.x) to the UMELLE license server for the sole purpose of creating a DNS record that enables other devices on your local network to access your Librarian instance. This is a private, non-routable IP address.

13.3 System Modifications

In LAN Mode, the Launcher may modify system-level network configuration files on your machine to enable local name resolution for your Librarian instance. These modifications are described in detail in the EULA. If you are operating in a managed or enterprise environment, we recommend consulting your IT department before enabling LAN Mode. Loopback Mode does not make system-level modifications.

13.4 Data NOT Transmitted

The following data is never transmitted to UMELLE or any third party: your documents, files, or content processed in Librarian; your chat conversations or AI-generated responses; your document embeddings or vector database contents; TLS private keys; hardware fingerprints; telemetry data, usage analytics, or automatic crash reports; and filesystem paths, browsing history, or data from other applications.

14. FQDN and Certificate Services

In LAN Mode, UMELLE provisions a unique subdomain under the umelle-librarian.ai domain and a TLS certificate issued through the Let's Encrypt ACME protocol for your Librarian instance. You acknowledge that:

• The subdomain remains the property of UMELLE and is licensed to you solely for use with the Services during your active subscription.
• The subdomain and associated certificate will be deactivated upon license revocation or subscription termination.
• UMELLE may update, rotate, or reissue subdomains and certificates for security or operational reasons.
• You will not use the provisioned subdomain for any purpose other than accessing your Librarian instance.
• The TLS private key is generated and stored locally on your machine. It is never transmitted to UMELLE or any third party. You are responsible for the security of your machine and the private key stored on it.
• LAN Mode requires a one-time internet connection for initial certificate provisioning. If no cached certificate exists and provisioning fails, LAN Mode will not start. You may switch to Loopback Mode as an alternative.

15. Third-Party Software and Services

15.1 Ollama

Librarian interfaces with Ollama, a third-party local AI runtime licensed under the MIT License. Ollama is not developed, maintained, or distributed by UMELLE. You are responsible for installing, configuring, and maintaining Ollama on your machine. Your use of Ollama is governed by Ollama's own license terms. UMELLE makes no representations or warranties regarding Ollama's availability, performance, accuracy, or suitability for your purposes.

15.2 AI Models

Librarian does not bundle AI models within its installer. On first launch, the Launcher uses the Ollama CLI API to download an initial set of models if they are not already present on your machine (as described in Section 3.1). Thereafter, you are responsible for selecting and downloading additional AI models through Ollama. Your use of any AI model is subject to that model's license terms. UMELLE is not responsible for the outputs, accuracy, biases, or licensing compliance of any AI models you use with Librarian.

15.3 Other Third-Party Components

The Software includes or interfaces with additional third-party components, including Weaviate (BSD 3-Clause License) for vector database operations, PostgreSQL (PostgreSQL License) for local data storage, Let's Encrypt for TLS certificate provisioning, and WSL2/Ubuntu for Linux environment support. Your use of these components is subject to their respective license terms. Complete license notices are provided in the THIRD_PARTY_LICENSES.txt file distributed with the Software.

15.4 Third-Party Service Providers

The Services rely on third-party service providers including Stripe (payment processing), Cloudflare (DNS, CDN, DDoS protection, certificate infrastructure), and Microsoft (transactional email delivery via Graph API). UMELLE is not liable for any interruptions, errors, or failures caused by these third-party services. Service provider details are provided in our Privacy Policy.

16. Hardware Requirements and Performance

16.1 System Requirements

The Software requires Microsoft Windows 10 version 2004 (build 19041) or later. Windows 11 is fully supported. Installation requires administrator privileges. The Software is currently available for Windows only; future platform availability (macOS, Linux) is not guaranteed.

16.2 Recommended Hardware

Librarian performs all AI processing locally on your hardware. Performance depends directly on your available computing resources. The following are recommended minimum specifications for a reasonable experience:

• GPU: NVIDIA GPU with at least 6 GB VRAM (CUDA-compatible). Larger models require more VRAM.
• RAM: 16 GB system RAM minimum; 32 GB recommended for larger document collections.
• CPU: Modern multi-core processor (4+ cores). CPU-only inference is possible but significantly slower.
• Storage: SSD strongly recommended. Plan for sufficient storage for your documents, embeddings, and AI model weights (models range from 2 GB to 50+ GB each).
• Internet: Required for initial setup (license activation, certificate provisioning, model downloads), periodic license validation, and updates. Not required for daily document processing and AI operations.

16.3 Performance Disclaimer

UMELLE does not guarantee specific performance levels. AI inference speed, document processing time, embedding quality, and overall application responsiveness depend entirely on your hardware, operating system, drivers, available memory and compute resources, the AI models you choose, and the size and complexity of your document collections. Inadequate hardware may result in slow performance, failed operations, or inability to use certain models. UMELLE is not liable for performance issues attributable to your hardware or local environment.

17. Acceptable Use Policy

17.1 Infrastructure Use

You agree to use UMELLE's infrastructure (the license server, website, update server, support channels, and any other UMELLE-operated systems) only for their intended purposes and in compliance with applicable laws. You will not:

• Attempt to probe, scan, or test the vulnerability of any UMELLE system or network, or breach any security or authentication measures.
• Interfere with or disrupt the integrity or performance of the Services or any UMELLE infrastructure.
• Use automated scripts, bots, or other tools to access UMELLE systems in a manner not expressly authorized.
• Submit false information, fraudulent support requests, or abusive communications through any UMELLE channel.
• Use the Services to send unsolicited communications or spam.

17.2 Local Use and Legal Compliance

Because Librarian operates entirely on your local machine, UMELLE does not monitor, control, or have visibility into how you use the Software locally. You acknowledge that you are solely responsible for ensuring that your use of the Software, including your use of AI models and AI-generated outputs, complies with all applicable laws and regulations in your jurisdiction. AI usage is subject to evolving legal requirements in many jurisdictions, including but not limited to the European Union AI Act, and you are responsible for understanding and complying with any laws, regulations, or professional obligations that apply to your specific use case.

17.3 Content Responsibility

You are solely responsible for all documents, data, and content you process using the Software, including content uploaded to shared folders. UMELLE does not and cannot review, moderate, or control any content processed locally. You agree not to use the Services in connection with any activity that violates the rights of others or any applicable law.

18. Regulated Industry Disclaimer

Librarian is designed with privacy and data isolation as its core principles. All document processing and AI operations occur entirely on your local machine or local network, and UMELLE has no access to your data. This architecture provides a level of data privacy comparable to using software on a standalone personal computer.

However, the Services are general-purpose software tools and are not designed, certified, or warranted for use in any regulated industry or for compliance with any specific regulatory framework. Without limitation, the Services are:

• Not certified under HIPAA, HITECH, or any healthcare data protection standard. The Services should not be used as a HIPAA-compliant solution without independent evaluation by a qualified compliance professional.
• Not certified under SOC 2, ISO 27001, or any information security standard. While UMELLE implements reasonable security measures, the Services have not undergone formal security certification.
• Not designed as a legal practice management tool. If you process documents subject to attorney-client privilege, work product protection, or other legal confidentiality obligations, you are solely responsible for ensuring that your use of the Software meets your professional and ethical obligations.
• Not designed for financial services compliance. The Services are not certified under any financial regulatory framework, and AI outputs should not be relied upon for financial decisions without independent verification.

If you operate in a regulated industry, you are solely responsible for determining whether the Services are appropriate for your use case and for implementing any additional safeguards required by your regulatory obligations. UMELLE expressly disclaims any liability arising from your use of the Services in a regulated context.

19. AI Output Disclaimer

Librarian interfaces with AI models running locally on your machine through Ollama. You acknowledge and agree that:

• AI-generated outputs may contain errors, inaccuracies, hallucinations, or biases.
• You are solely responsible for evaluating, verifying, and relying on AI-generated outputs.
• The Software is a tool to assist you and is not a substitute for professional judgment, legal advice, medical advice, financial advice, or any other form of professional counsel.
• UMELLE does not control, curate, or verify the AI models you choose to download and use, and makes no representations regarding their accuracy, suitability, or compliance with any standards.
• The in-application disclaimer ("Librarian uses AI and can make mistakes. Please double-check responses.") reflects the inherent nature of AI-generated content and applies to all outputs produced by the Software.
• You are solely responsible for any decisions or actions taken based on AI-generated outputs.

20. Beta and Preview Features

UMELLE may from time to time offer features, tools, or integrations designated as "beta," "preview," "experimental," or similar ("Beta Features"). If Beta Features are offered, the following terms apply:

• Beta Features are provided "as is" and "as available" without any warranty of any kind, express or implied.
• Beta Features may be incomplete, contain bugs, or cause errors, including data loss. You use them at your own risk.
• UMELLE may modify, suspend, or discontinue any Beta Feature at any time without notice or liability.
• Feedback you provide on Beta Features may be used by UMELLE to improve the Services without obligation or compensation to you.
• Beta Features may have additional terms presented to you at the time of activation, which will supplement these Terms.

UMELLE's liability for Beta Features is limited to the fullest extent permitted by law, and in no event will UMELLE be liable for any damages arising from your use of Beta Features.

21. Intellectual Property

21.1 UMELLE's Rights

The Services, including all software, source code, object code, documentation, website content, trademarks, logos, and trade names, are the exclusive property of UMELLE EOOD and are protected by copyright, trademark, and other applicable intellectual property laws. These Terms do not transfer any ownership rights to you beyond the limited license granted in Section 7.

21.2 Your Rights

You retain all intellectual property rights in your documents, data, and any content you create or process using the Services. UMELLE claims no ownership of or rights to your Local Data.

21.3 Feedback

If you provide suggestions, feature requests, or other feedback about the Services, UMELLE may use such feedback without obligation or compensation to you. Feedback does not create any confidentiality obligation for UMELLE.

22. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY.

UMELLE does not warrant that:

• The Services will be error-free, uninterrupted, or free of harmful components.
• The results obtained from the Services, including AI-generated outputs, will be accurate, complete, or reliable.
• The Services will meet your specific requirements.
• Any defects will be corrected.
• The license server will be available at all times. The Software includes a thirty (30) day grace period during which it will continue to function if the license server is unreachable due to connectivity issues.

You acknowledge that the Services are tools to assist you and that you bear sole responsibility for evaluating and relying upon their outputs and functionality.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UMELLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UMELLE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO UMELLE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if UMELLE has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

Without limiting the foregoing, UMELLE is not liable for:

• Loss or corruption of Local Data, including documents, embeddings, databases, or AI model data stored on your machine.
• Errors, inaccuracies, or biases in AI-generated outputs.
• Failure of third-party software or services, including Ollama, AI models, Stripe, Cloudflare, or cloud hosting providers.
• Performance degradation or inability to use the Software due to inadequate hardware or local environment conditions.
• Unauthorized access to your machine or Local Data resulting from your failure to maintain the security of your devices.
• Consequences of your use of the Services in regulated industries without appropriate independent compliance evaluation.

24. Indemnification

You agree to indemnify, defend, and hold harmless UMELLE EOOD, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Services.
• Your violation of these Terms, the EULA, or the Privacy Policy.
• Your violation of any rights of a third party.
• The content of any documents or data you process using the Services, including content uploaded to shared folders.
• Your selection, download, or use of any AI models through Ollama.
• Your use of the Services in a regulated industry or for purposes requiring specific compliance certifications.
• Any claims arising from AI-generated outputs that you relied upon, distributed, or published.

25. Termination

25.1 Termination by You

You may terminate these Terms at any time by canceling your subscription and uninstalling the Services. Cancellation does not entitle you to a refund for any previously paid fees.

25.2 Termination by UMELLE

We may suspend or terminate your access to the Services immediately, without prior notice or liability, if: (a) you breach any provision of these Terms or the EULA; (b) your payment fails and is not resolved within a reasonable period; (c) we are required to do so by law; or (d) we discontinue the Services.

25.3 Effect of Termination

Upon termination:

• Your license is immediately revoked and you must cease all use of the Services and uninstall all copies of the Software.
• Your FQDN and associated TLS certificate will be deactivated.
• Termination does not affect your ownership of or access to Local Data stored on your machine. UMELLE has no ability to access or delete your local data.

25.4 Termination for Cause — Data Retention

If UMELLE terminates your access for a violation of these Terms, your license will be revoked immediately. Your license server data (as described in the Privacy Policy) will be retained for up to twelve (12) months following termination. After this retention period, your identifiable data will be permanently deleted. Anonymized aggregate data (such as feedback scores with all identifying information removed) may be retained for product improvement purposes. You may request earlier deletion of your data by contacting support@umelle.com, subject to UMELLE's legal obligations.

25.5 Surviving Provisions

Sections 2 (Definitions), 12.1 (Local Data Ownership), 16.3 (Performance Disclaimer), 18 (Regulated Industry Disclaimer), 19 (AI Output Disclaimer), 21 (Intellectual Property), 22 (Disclaimers of Warranties), 23 (Limitation of Liability), 24 (Indemnification), 26 (Governing Law and Dispute Resolution), and 27 (General Provisions) shall survive termination.

26. Governing Law and Dispute Resolution

26.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law principles. To the extent that EU regulations apply (including the GDPR and the EU AI Act), they shall take precedence.

26.2 Dispute Resolution (Non-EU Users)

If you are not a consumer in the European Union, any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved through good faith negotiation within thirty (30) days shall be submitted to the exclusive jurisdiction of the competent courts of Sofia, Bulgaria. Proceedings shall be conducted in the English language. Each party shall bear its own costs unless the court determines otherwise.

26.3 EU Consumer Rights

If you are a consumer in the European Union, the provision in Section 26.2 does not apply to you. Nothing in these Terms affects your statutory rights under applicable EU consumer protection laws, including the right to pursue claims in the courts of your country of residence. Any dispute that cannot be resolved through good faith negotiation within thirty (30) days shall be submitted to the exclusive jurisdiction of the competent courts of Sofia, Bulgaria, without prejudice to your right to bring proceedings in your country of residence. EU consumers may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/odr.

26.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

27. Export Compliance

The Software may be subject to export control and sanctions laws of the European Union, the United States, and other jurisdictions. By using the Services, you represent and warrant that:

• You are not located in, a national or resident of, or acting on behalf of any country, territory, or entity that is subject to comprehensive trade sanctions imposed by the European Union or the United States.
• You are not listed on any applicable restricted or denied party list.
• You will comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services.

UMELLE reserves the right to restrict or terminate access to the Services in any jurisdiction as required by applicable law.

28. General Provisions

Entire Agreement. These Terms, together with the EULA and Privacy Policy, constitute the entire agreement between you and UMELLE regarding the Services and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

Waiver. The failure of UMELLE to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without UMELLE's prior written consent. UMELLE may assign its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

Force Majeure. UMELLE shall not be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, internet outages, power failures, or third-party service failures.

Notices. Notices to UMELLE should be sent to support@umelle.com. Notices to you will be sent to the email address associated with your account. Email notices are deemed received twenty-four (24) hours after sending.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights. Nothing in these Terms is intended to confer rights on any person or entity other than the parties.

Language. These Terms are drafted in the English language. If these Terms are translated into any other language, the English version shall prevail in the event of any inconsistency.

29. Contact Information

If you have questions, concerns, or requests regarding these Terms, please contact:

UMELLE EOOD
Registered in Bulgaria
Email: support@umelle.com
Website: umelle-librarian.ai