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SOFTWARE LICENSE AND SERVICES AGREEMENT

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") CAREFULLY. BY DOWNLOADING, INSTALLING, OR USING THE CONTACTER SOFTWARE SUITE, YOU ("CLIENT") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.

This Agreement is entered into by and between the provider of the Contacter software suite ("Licensor") and the entity or organization utilizing the software ("Client").

1. DEFINITIONS AND LICENSE GRANT​

  • Software Suite: Refers to the Contacter AI toolkit, including but not limited to Transcriptor, Contacter (Editor), Importer, Ainter (AI-Enricher), and Placer, alongside any future modules or updates provided under this ecosystem.
  • Grant of License: Licensor grants Client a non-exclusive, non-transferable, revocable, worldwide license to install and operate the Software Suite within the Client's chosen infrastructure (local, cloud, or hybrid).
  • Infrastructure & Model Ownership: Client retains 100% ownership, control, and choice over their deployment infrastructure, hosting environments, and third-party Large Language Models (LLMs) used in connection with the Software Suite.

2. PRICING MODEL AND METERING UNIT CONVERSION​

The Software Suite operates on a pre-paid consumption model calculated via "Metered Minutes".

  • Pre-Paid Credit: Client must purchase credit packages upfront to unlock and utilize data ingestion capabilities within the Software Suite.
  • Voice Processing: Credits are consumed based on the exact duration of audio/voice files processed by the Transcriptor tool.
  • Text Ingestion Conversion Rate: Text-based interactions (including emails, SMS, and chats) ingested via the Importer tool are dynamically converted into Metered Minutes for credit consumption at a strict ratio of four (4) text messages equals one (1) Metered Minute.
  • Subsequent Tool Exemption (Free Processing Baseline): Once an interaction file (audio or text) has been paid for and established via Transcriptor or Importer, no further credits or minutes shall be consumed by using any other tools within the suite on that same data file. The use of Ainter, Contacter, and Placer for editing, AI-enrichment, and database ingestion on already-processed files is 100% free of charge.

3. THE 10-YEAR FIXED-PRICE AND MINUTE VALIDITY GUARANTEE​

To ensure absolute financial predictability and eliminate arbitrary vendor pricing increases, the Licensor establishes the following pricing protections:

  • Price Lock Activation: Upon the Client's very first pre-paid credit purchase, the per-minute rate corresponding to that tier (including volume discounts for packages equal to or exceeding 1,000,000 seconds) is permanently locked for that specific Client.
  • Ten (10) Year Price Lock Duration: This specific per-minute rate remains guaranteed, fixed, and unalterable for a period of ten (10) consecutive years from the date of the initial purchase. Any future purchases made by the Client within this 10-year window will inherit the exact same locked rate, regardless of the package size selected in subsequent transactions.
  • Ten (10) Year Credit Validity: Any Metered Minutes purchased by the Client do not expire monthly or annually. All purchased credits remain fully active and available for use for a period of ten (10) years from their respective date of purchase.
  • New Customer Clauses: Licensor reserves the right to adjust published price lists for new, incoming customers to adapt to macroeconomic changes. However, once a new customer executes their first purchase, they immediately secure their own locked pricing structure for the subsequent 10 years.

4. CODE UPDATES, FEATURES, AND CUSTOM DEVELOPMENTS​

  • Continuous Updates: The functionality of the Software Suite will continuously expand. Client shall have full access to all updated versions, security patches, and newly deployed tools at zero additional software cost.
  • Collaborative Roadmap & Requests: Client is encouraged to submit feature requests and system requirements. Licensor may, at its sole discretion, develop these features to improve the overall toolkit. Once developed, these community-driven or custom-requested features are added to the ecosystem without increasing the core platform fees for existing clients.

5. DATA PROPRIETORSHIP AND PRIVACY (YOU OWN YOUR DATA)​

  • Client Data Sovereignty: Licensor explicitly claims zero ownership, zero access rights, and zero control over the data processed by the software. All audio files, text transcripts, generated JSON (.ctt) structures, corporate metadata, and vector embeddings remain the exclusive intellectual and physical property of the Client.
  • No Data Transmission: The Software Suite operates within the Client’s perimeter. At no point will any call content, text messages, audio files, or transcripts be transmitted to the Licensor's servers.
  • Permitted Telemetry for Billing: The software will connect to the Licensor’s licensing servers strictly to transmit:
    1. The uniquely generated universally unique identifier (UUID) of the processed interaction.
    2. The exact duration (in minutes/seconds) or text message count of said interaction. No other operational metadata or customer identifiable information is captured or transmitted.

6. THIRD-PARTY LLM COSTS AND LIABILITY DISCLAIMER​

  • Independent Operational Costs: Client is solely responsible for establishing agreements and paying for their own compute hardware or API access tokens required by external cloud AI providers (e.g., OpenAI, Anthropic) or local open-source architectures connected through Ainter.
  • AI Outputs & Content Disclaimer: Because Client independently selects, configures, and instructs the underlying LLMs via custom system prompts or Cequation guidelines, Licensor shall not be held liable for the specific outputs generated by the AI. This includes, but is not limited to, AI "hallucinations", procedural errors, factual inaccuracies, or data compliance issues resulting from third-party model performance.

7. LIMITATION OF LIABILITY​

  • Maximum Indemnification Cap: To the maximum extent permitted by applicable law, Licensor’s aggregate liability for any claims arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall be strictly limited to the actual amount paid by the Client to the Licensor during the twelve (12) months immediately preceding the event giving rise to liability.

8. GOVERNING LAW AND JURISDICTION​

  • Governing Law: This Agreement, and any dispute, controversy, or claim arising out of or in connection with it, shall be governed by, and construed in accordance with, the laws of Portugal, without regard to its conflict of law principles.
  • Jurisdiction: The parties hereto expressly agree that any legal action, suit, or proceeding arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Lisbon, Portugal, hereby waiving any other forum or jurisdiction to which they might otherwise be entitled.

9. BETA PHASE TERMS (ADDENDUM)​

  • During any official Beta Testing phase explicitly approved by the Licensor, access to the Software Suite is granted completely free of charge.
  • Beta software is provided "AS-IS" and without warranties of any kind. Client acknowledges that Beta versions may contain bugs or incomplete features, and agrees to provide active operational feedback to assist engineering in refining the commercial product roadmap.