Saphan Studio Terms and Conditions.

These Terms govern your installation and use of Saphan Studio, including its local software, console, command-line tools, updates and documentation (the “Software”). The provider is Saphan Systems, Inc. (“Saphan,” “we,” “us”). By expressly accepting these Terms during installation or another acceptance flow, you agree for yourself or the organization you are authorized to represent. If you do not agree, do not install or use the Software.

A separately signed agreement or order controls where it expressly conflicts with these Terms. Our Privacy Notice addresses personal data separately.

Subject to these Terms and your applicable plan or order, Saphan grants you a limited, non-exclusive, non-transferable license to install and use the Software for internal purposes during your authorized term. The Software is licensed, not sold. Saphan and its licensors retain all rights in it. You retain rights in your code, prompts, files, models, outputs and records, subject to third-party rights. Open-source components are governed by their own licenses.

Your plan or order sets any fees, seat limits, term and billing arrangements. You are responsible for applicable taxes, except taxes on Saphan’s income. A free plan does not create a right to paid features. Unless a separate agreement or applicable law says otherwise, fees already paid are non-refundable. Payment terms and any renewal or cancellation details shown at purchase also apply.

You control your infrastructure, accounts, credentials, access permissions, configuration, backups and users. You must use the Software lawfully, respect third-party rights and keep appropriate safeguards in place. You are responsible for instructions, permissions and resources given to agents and for reviewing or explicitly delegating decisions before relying on their work, particularly when code, production systems, data or external services may be affected.

The Software can start, coordinate or govern AI agents and models that you select. Agents may behave unpredictably and produce incorrect, insecure, infringing or destructive output. Depending on permissions, they may change or delete code and data, disclose secrets, make external requests or purchases, disrupt systems, or cause financial and other loss. You must inspect and test their work before use or deployment.

Human gates, confinement, policies and records reduce certain risks but do not guarantee that an agent will act correctly or that every harmful act will be prevented. To the maximum extent permitted by applicable law, Saphan is not responsible for damage, loss, claims or costs arising from actions, omissions or outputs of agents that you run through the Software.

Agents, models, repositories, hosting, payment services and other tools supplied by third parties are governed by their own terms and may charge you separately. Saphan does not control or warrant them. You are responsible for choosing, connecting and configuring them and for complying with their terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. SAPHAN DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SAPHAN DOES NOT WARRANT THAT THE SOFTWARE OR AN AGENT OUTPUT WILL BE ACCURATE, SECURE, UNINTERRUPTED OR ERROR-FREE. This does not limit a warranty that cannot lawfully be disclaimed or an express commitment in a separate signed agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAPHAN AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND LICENSORS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING FROM THE SOFTWARE OR AN AGENT RUN THROUGH IT, EVEN IF ADVISED THAT SUCH LOSS WAS POSSIBLE.

TO THE SAME EXTENT, THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID SAPHAN FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100. These limits apply under any legal theory, except where prohibited by law. Nothing excludes liability for fraud, willful misconduct, personal injury or another liability that applicable law does not permit us to exclude or limit. Mandatory consumer rights remain unaffected.

We may update the Software or these Terms. A material change to these Terms takes effect for you only after notice and any acceptance required by law. You may stop using and uninstall the Software at any time. We may suspend or end your license for a material breach, subject to applicable law and any separate agreement. Rights and duties that by their nature should survive, including ownership, warranty disclaimers and liability limits, survive termination.

Delaware law governs these Terms, without its conflict-of-laws rules, except where mandatory law of your place of residence applies. Courts in Delaware have jurisdiction unless applicable law gives you the right to bring a claim elsewhere. If a provision is unenforceable, the rest remains effective. A failure to enforce a term is not a waiver. Contact Saphan Systems, Inc. at [email protected] about these Terms.