IMPORTANT — READ CAREFULLY: This Business End User License Agreement ("Agreement") is a legal agreement between you (the entity or individual accepting this Agreement, "Licensee") and Talonyx Inc., a corporation incorporated under the laws of Alberta, Canada ("Talonyx", "we", "us"). By checking the acceptance box, completing a purchase, downloading, installing, or using the ORILink Business SDK (the "Software"), you agree to be bound by the terms of this Agreement. If you do not agree, do not purchase, download, install, or use the Software.
1 — Definitions
For the purposes of this Agreement:
- "Software" means the ORILink Business SDK, including all source files, binary files, configuration files, documentation, updates, and any associated materials provided by Talonyx.
- "License Tier" means the specific tier purchased by Licensee: Business Starter (up to 3 Agents) or Business Growth (up to 10 Agents).
- "Agent" means a single deployed instance of an artificial intelligence agent, autonomous software agent, or automated system that is protected or managed by the Software.
- "License Key" means the unique alphanumeric identifier issued to Licensee upon purchase that activates the Software.
- "License Period" means the twelve (12) month period commencing on the date of purchase, renewable annually.
- "Authorized Users" means employees, contractors, or consultants of Licensee who are authorized by Licensee to use the Software solely on Licensee's behalf.
- "Derivative Work" means any software, product, or service that incorporates, is based upon, or is derived from the Software or any portion thereof.
2 — License Grant
2.1 Scope of License
Subject to the terms of this Agreement and payment of all applicable fees, Talonyx grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license during the License Period to:
- Install and use the Software on Licensee's own infrastructure, servers, or cloud environments;
- Deploy the Software to protect and manage Agents up to the Agent limit specified in Licensee's License Tier;
- Allow Authorized Users to access and use the Software solely for Licensee's internal business purposes;
- Make a reasonable number of archival copies of the Software solely for backup purposes.
2.2 Agent Limits
The number of Agents that may be concurrently protected or managed by the Software is strictly limited by Licensee's License Tier:
- Business Starter: up to three (3) Agents
- Business Growth: up to ten (10) Agents
Deploying the Software to protect or manage Agents in excess of the applicable limit is a material breach of this Agreement. If Licensee requires coverage for additional Agents, Licensee must upgrade to a higher License Tier or contact Talonyx at support@talonyx.ai to discuss Enterprise licensing.
2.3 Commercial Use
The license granted herein expressly permits Licensee to use the Software for commercial purposes, including to protect Agents operating within Licensee's commercial products and services, subject to the Agent limits and restrictions set out in this Agreement.
3 — Restrictions
Licensee shall not, and shall ensure that Authorized Users do not:
- Exceed the Agent limit applicable to Licensee's License Tier;
- Sublicense, sell, resell, transfer, assign, or otherwise make the Software available to any third party other than Authorized Users acting on Licensee's behalf;
- Use the Software to develop, market, or distribute a competing product or service;
- Embed, bundle, or redistribute the Software as a component of a product or service offered to third parties without a separate written agreement with Talonyx;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such activity is expressly permitted by applicable law notwithstanding this restriction;
- Remove, alter, or obscure any proprietary notices, patent notices, or other notices included in or with the Software;
- Use the Software in violation of any applicable law or regulation;
- Share, transfer, or otherwise make the License Key available to any party outside of Licensee's organization;
- Use a single License Key to protect Agents across multiple legal entities or organizations.
4 — Fees, Payment, and Renewal
4.1 Annual License Fee
The Software is licensed on an annual subscription basis. The applicable fee is determined by Licensee's License Tier and is payable in advance at the start of each License Period. Current fees are:
- Business Starter: USD $2,500 per year
- Business Growth: USD $7,500 per year
Talonyx reserves the right to modify pricing for renewal periods upon no less than thirty (30) days' written notice to Licensee prior to the renewal date.
4.2 Renewal
This Agreement will automatically renew for successive one-year License Periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current License Period. Renewal fees are charged at the then-current applicable rate.
4.3 Non-Payment
Failure to pay the applicable fee by the due date may result in suspension or termination of the License Key and Licensee's access to Software updates. Talonyx reserves the right to terminate this Agreement upon thirty (30) days' written notice if fees remain unpaid.
5 — Delivery and Updates
5.1 Delivery
Upon successful payment, Talonyx will deliver the Software to Licensee via a download link sent to Licensee's registered email address, together with the License Key. Licensee is responsible for securely storing the License Key and download link.
5.2 Updates
During the License Period, Talonyx will make available to Licensee any updates, bug fixes, or new versions of the Software that Talonyx releases for the applicable License Tier. Licensee will be notified of updates via email. Updates are delivered as new download links and are subject to the terms of this Agreement. Talonyx has no obligation to develop or release any particular update or new feature.
5.3 Business Growth Priority Notifications
Business Growth Licensees will receive priority update notifications prior to Business Starter Licensees. Talonyx does not warrant any specific time differential for such notifications.
6 — Intellectual Property
6.1 Ownership
The Software, including all intellectual property rights therein, is and shall remain the exclusive property of Talonyx Inc. This Agreement does not transfer any ownership interest in the Software to Licensee. Licensee's rights are limited solely to the license expressly granted herein.
6.2 Patent Notice
The Software incorporates technology that is patent pending. All rights in and to such patent application and any patents issuing therefrom are reserved to Talonyx Inc.
6.3 Feedback
If Licensee provides Talonyx with any feedback, suggestions, or ideas regarding the Software ("Feedback"), Licensee grants Talonyx a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without restriction or compensation to Licensee.
7 — Confidentiality
Licensee acknowledges that the Software contains trade secrets and proprietary information of Talonyx. Licensee agrees to take reasonable precautions to protect the confidentiality of the Software and to prevent unauthorized disclosure or use. Licensee shall not disclose the implementation details, internal architecture, signal weights, classifier logic, or execution graph structure of the Software to any third party without Talonyx's prior written consent. This obligation survives termination of this Agreement for a period of three (3) years.
8 — Data and Privacy
8.1 Local Deployment
The Software is designed for local deployment within Licensee's own infrastructure. Talonyx does not collect, process, or have access to any data processed by the Software after delivery, unless Licensee separately engages Talonyx support services.
8.2 Purchase Data
Talonyx collects and retains Licensee's name, email address, organization name, license tier, and consent records in connection with the purchase and administration of this Agreement. Talonyx handles such data in accordance with its Privacy Policy, available at talonyx.ai/privacy.
9 — Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALONYX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TALONYX DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VULNERABILITIES, OR THAT IT WILL DETECT OR PREVENT ALL SECURITY THREATS OR INJECTION ATTACKS.
10 — Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TALONYX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TALONYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Talonyx's total aggregate liability to Licensee for all claims arising under or in connection with this Agreement exceed the total fees paid by Licensee to Talonyx in the twelve (12) months immediately preceding the event giving rise to the claim.
11 — Term and Termination
11.1 Term
This Agreement commences on the date Licensee accepts it and continues for the initial License Period, and any renewal periods, unless earlier terminated in accordance with this Section.
11.2 Termination by Talonyx
Talonyx may terminate this Agreement immediately upon written notice if:
- Licensee materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice;
- Licensee exceeds the applicable Agent limit;
- Licensee uses the Software to develop or distribute a competing product;
- Licensee becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.
11.3 Termination by Licensee
Licensee may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in Licensee's possession. Termination by Licensee prior to the end of a License Period does not entitle Licensee to any refund of prepaid fees.
11.4 Effect of Termination
Upon termination or expiry of this Agreement: (a) all licenses granted herein immediately terminate; (b) Licensee must immediately cease all use of the Software and destroy all copies; (c) the License Key will be deactivated; and (d) Sections 6, 7, 9, 10, and 12 of this Agreement shall survive termination.
12 — General Provisions
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Alberta, Canada for any dispute arising out of or in connection with this Agreement.
12.2 Entire Agreement
This Agreement, together with any purchase confirmation and the Privacy Policy and Terms of Service referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
12.3 Amendments
Talonyx may amend this Agreement from time to time. Amended terms will be posted at talonyx.ai/eula and will take effect for renewal License Periods. Continued use of the Software following the effective date of any amendment constitutes acceptance of the amended terms.
12.4 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
12.5 Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
12.6 Assignment
Licensee may not assign or transfer this Agreement or any rights or obligations hereunder without Talonyx's prior written consent. Talonyx may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.
12.7 Export Compliance
Licensee agrees to comply with all applicable export control laws and regulations in connection with the use and distribution of the Software.
12.8 Contact
Questions regarding this Agreement may be directed to Talonyx Inc. at support@talonyx.ai.