Effective and last updated: July 30, 2026
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE.
This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, hereinafter "Licensee" or "You") and Mesperlon LLC ("Licensor"), an Ohio limited liability company, for the proprietary Uplift software products accompanying this Agreement. These products include the paid, customer-hosted Server Component, free closed-source Client Components, and associated interface documentation or materials proprietary to Licensor (collectively, the "Software").
By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.
Subject to the terms and conditions of this Agreement and payment of applicable fees, Mesperlon LLC grants You a non-exclusive, non-transferable, revocable, limited license to install and use the Server Component solely for your internal business operations. The Server Component is deployed on hardware owned, leased, or physically/virtually controlled by You. The separate Client Component grant in Section 1.3 does not require payment.
Your authorized scope of use is defined by the license type specified in your applicable Order Form or purchase documentation:
1.1 Subscription License: If licensed on a subscription basis, this license is granted for a limited term ("Subscription Period"). Your right to use the Software terminates immediately upon the expiration or non-renewal of your subscription.
1.2 Perpetual License (Early Adopters): If explicitly designated as a Perpetual License in your purchase documentation, the license to use the specific version of the Software purchased is granted on a perpetual basis, subject to termination under Section 6.
1.3 Free Client Components: No fee or Uplift server license is required to download, install, use, copy, or redistribute unmodified Client Components. Distribution is not limited by organization, geography, or number of copies. Client Components are closed-source proprietary software, remain owned by Mesperlon LLC, and are designed to connect to Uplift Server Components. A Client Component does not include or create a license to operate a paid Server Component.
2.1 Open Source Models: You acknowledge that the Software utilizes underlying artificial intelligence models (such as large language models or embedding models) licensed under open-source terms (e.g., the Apache License 2.0). This Agreement does not limit, restrict, or modify your rights to those specific open-source model weights under their respective open-source licenses. This Agreement governs solely the proprietary wrapper, application logic, interface orchestration, and client-server mechanisms.
2.2 Nature of AI Outputs: You acknowledge and agree that artificial intelligence technologies are inherently probabilistic. Content, predictions, code, embeddings, or answers generated by the Software ("Outputs") may occasionally contain errors, inaccuracies, or incomplete information (commonly referred to as "hallucinations" or mistakes).
2.3 Licensee Responsibility: You are solely responsible for reviewing, verifying, and validating all Outputs before relying on or deploying them in a production or business environment. Mesperlon LLC shall not be liable for any damages or business disruptions resulting from reliance on erroneous AI-generated Outputs.
3.1 Required Service Data: The Software must communicate limited license and operational information to Mesperlon LLC to activate and validate a paid license and obtain authorized updates. This includes the license key, a hashed installation identifier, software and platform version, and request timestamp. Network and security systems also necessarily receive the originating IP address. Disabling these required communications may prevent license validation, updates, or use of subscription-protected functions.
3.2 Optional Diagnostics: Crash and performance diagnostics are disabled by default and may be enabled by an administrator. When enabled, they may include a daily health event, limited crash category and context, slow endpoint timing, file size, result limit, software version, platform, and pseudonymized license/installation identifiers. Mesperlon does not intentionally request document contents, prompts, AI outputs, filenames, or file paths through diagnostics.
3.3 Customer Control: Optional diagnostics may be enabled or disabled in Server Component settings. Required licensing, billing, security, and update communications are distinct from optional diagnostics and cannot be disabled while using the corresponding online service.
3.4 Privacy Policy: Mesperlon's Privacy Policy describes service providers, purposes, retention, customer choices, and the limits of the customer-hosted boundary.
Except as expressly permitted in this Agreement or by the licenses of explicitly split open-source components, You shall not, and shall not permit any third party to:
The proprietary components are protected by copyright laws and international intellectual property treaties. Mesperlon LLC retains all right, title, and interest in and to the proprietary application code, orchestration mechanisms, UI, and workflows. The Software is licensed, not sold.
This Agreement is effective from the date You first install the Software and remains in effect until terminated.
For Subscriptions: Automatically terminates if renewal fees are not paid.
For Cause: Mesperlon LLC may terminate this Agreement immediately without notice if You fail to comply with any terms. Upon termination (including expiration of a subscription), You must cease use of and delete the proprietary Server Component. Publicly distributed free Client Components may remain installed and used under the terms accompanying those clients, but they do not restore access to an unlicensed Server Component.
THE SOFTWARE AND AI OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MESPERLON LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MESPERLON LLC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT IT WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE 100% ACCURATE OR RELIABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MESPERLON LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR INACCURATE AI OUTPUTS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MESPERLON LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MESPERLON LLC’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Ohio, and the parties hereby consent to personal jurisdiction and venue therein.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, or understandings.