Terms of Use

OfflinAI Terms of Use

OfflinAI (referred to as "OfflinAI", "we", "us", or "our") provides software that allows users to run AI models and agents locally on their devices. These Terms of Use ("Terms") govern your use of the OfflinAI software and any related services or content (collectively, the "Software"). By downloading, installing, or using the Software, you agree to these Terms. If you do not agree, you must not use the Software.

OfflinAI is an Irish company with a registered business address at 2 Stockwell, Sandyford Road, Dublin 16, Ireland. The Software is distributed worldwide via the Microsoft Store as a Windows application. Please read these Terms carefully before using our Software.

1. Acceptance of Terms

Legal Capacity. You must be of legal age and ability to form a binding contract (or have permission from a legal guardian if required by your jurisdiction) to accept these Terms. By using the Software, you represent that you meet this requirement. You may not use the Software if you are barred from doing so under applicable laws or these Terms.

Scope of Agreement. These Terms constitute a binding agreement between you (the individual or entity using the Software) and OfflinAI. If you are using the Software on behalf of an organization, you represent that you have the authority to bind that organization, in which case "you" refers to that entity.

Changes to Terms. OfflinAI may update or modify these Terms from time to time. We will provide notice of material changes (e.g., via our website or in-app notification). Your continued use of the Software after changes are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

2. License Grant and Permitted Use

License Grant. Subject to your compliance with these Terms, OfflinAI grants you a personal, non-exclusive, non-transferable, revocable license to install and use the OfflinAI Software on your compatible Windows devices, solely for your own personal or internal business purposes. This license is granted, not sold, to you. OfflinAI (and its licensors) retain all rights, title, and interest in and to the Software and reserve any rights not expressly granted to you.

Open Source Components. The Software may include or derive from open-source projects and incorporate open-source AI models or frameworks. Such components are licensed to you under their own licenses. Nothing in these Terms limits your rights under the licenses of any open-source components included in the Software. Refer to our documentation or website for information on open-source licenses and acknowledgments associated with the Software.

Restrictions on Use. You agree to use the Software only as permitted in these Terms and according to applicable law. You will NOT:

• Unauthorized Distribution: Copy, sell, rent, lease, sublicense, or redistribute the Software to any third party, except as expressly permitted. For example, you may not publish the Software or any portion of it on the internet or package it as part of your own product without permission.
• Modification or Reverse Engineering: Modify, adapt, translate, or create derivative works of the Software; nor reverse engineer, decompile, or disassemble the Software, except to the limited extent allowed by law (and if you need information for interoperability, you must request it from us first).
• Circumventing Features: Bypass, disable, or circumvent any technical limitations, encryption, security, or license control in the Software. In particular, you will not attempt to access features that are disabled or available only to subscribers without obtaining the appropriate subscription. Any attempt to unlock premium or "Add-On" features without payment is a violation of these Terms.
• Illegal or Harmful Use: Use the Software for any unlawful, harmful, fraudulent, or malicious activities. You must not use the Software to violate any laws or regulations, to infringe anyone's rights, or in any manner that could damage, disable, or overburden any systems.
• Service Bureau or Commercial Service: Use the Software to operate a service bureau or provide time-sharing services to others. You may not host or use the Software to provide AI-generated content or services to third parties as a paid service or in a way that circumvents the need for those third parties to have their own license. (Enterprise licensing is available – see Section 3.)
• Combination with Unlicensed Materials: Integrate or use the Software with any third-party software, data, or content in a manner that violates the third party's rights or license terms, or in a way that would require disclosing the source code of the Software.

Any use of the Software beyond the scope of the license grant or violation of these restrictions may result in termination of your license (see Section 11) and may constitute copyright infringement or breach of contract.

3. Subscriptions, Purchases, and Payments

Free Basic Version. OfflinAI is offered as a free application with core functionalities available to all users at no charge. You can download and use the basic version via the Microsoft Store without payment.

Add-On Subscription (Premium Features). OfflinAI may offer extended or premium features through an optional paid Add-On Subscription. These extended features may include advanced AI agent workflows, integrations like email or advanced document processing, and other enhanced capabilities, and are subject to change as we improve the Software. Subscriptions may be offered in various plans (e.g., monthly, annual, or a one-time "perpetual" license purchase) through the Microsoft Store. Purchasing an Add-On Subscription will unlock the corresponding premium features in the Software for the duration of the subscription or, in the case of a perpetual license, indefinitely on the device or account for which it was purchased.

Microsoft Store Transactions. All purchases, subscriptions, and payments for OfflinAI (including the Add-On Subscription) are handled through the Microsoft Store platform and are subject to Microsoft's payment terms and policies. Billing, renewal, and refund requests are managed by Microsoft. Any issues with payment processing or requests for refunds should be directed to Microsoft Store support, which handles such inquiries on the publisher’s behalf. OfflinAI does not independently process refunds or have access to your full payment information (such as credit card numbers) as those are managed by Microsoft.

Subscription Terms. If you purchase a monthly or annual Add-On Subscription, it will automatically renew at the end of each billing period unless you cancel it through your Microsoft account settings prior to renewal. If you cancel, you retain access to premium features until the end of the paid period.

Perpetual License. If a perpetual one-time purchase option is offered and you choose it, you will pay a one-time fee to unlock the premium features permanently (with no recurring charges). Note that "perpetual" refers to the license term, not to the guaranteed lifespan of the Software or support. OfflinAI reserves the right to update or discontinue certain features over time, even for perpetual license holders, as part of software evolution (see Section 10 on Updates). However, we will make reasonable efforts to ensure that perpetual license customers retain value equivalent to the original feature set they purchased.

Pricing and Changes. All prices are as listed in the Microsoft Store for your region and may be subject to taxes or exchange rates as determined by Microsoft. OfflinAI reserves the right to adjust the pricing of subscriptions or introduce new fees in the future. Any price change will be communicated to you (for instance, via Microsoft Store notifications or in-app notice) and will apply only to subsequent billing cycles or new purchases—you will have the opportunity to review and agree to new prices before they are charged. If you do not agree with a price change, you may cancel your subscription before the new rate takes effect.

Enterprise or Bulk Licensing. If you are an enterprise or organization seeking to deploy OfflinAI for multiple users, you have options: (a) you may acquire licenses in bulk through Microsoft Store for Business or Intune (subject to Microsoft’s terms for organizational purchases), or (b) you may contact OfflinAI to arrange a direct enterprise licensing agreement. Additional or separate terms may apply to enterprise purchases. In the absence of a separately negotiated contract signed by OfflinAI, these Terms of Use apply to all use of the Software within your organization. Enterprise customers are responsible for ensuring that all end-users within their organization comply with these Terms.

4. Third-Party AI Models and Services

One of the key features of OfflinAI is the ability to integrate and run various AI models locally, including models from third-party sources (for example, downloading models from public repositories like Hugging Face, or using community/open-source large language models). This section explains your responsibilities and OfflinAI’s role regarding third-party content:

Third-Party Models and Content. The Software may allow you to download, import, or use machine learning models, datasets, or other content developed or provided by third parties ("Third-Party AI Models"). Any Third-Party AI Models (including those from open-source communities or other companies) are subject to their own license terms and usage policies, which are typically provided by the model's creator or publisher. You are solely responsible for reviewing and complying with the license terms of any Third-Party AI Model you choose to use with OfflinAI. For example, some models may be released for non-commercial use only, or under specific open-source licenses—it's your duty to ensure your use of those models is permissible under their licenses.

No Affiliation or Endorsement. OfflinAI may facilitate the technical integration with or downloading of Third-Party AI Models (for instance, by providing a convenient interface to Hugging Face or similar hubs), but OfflinAI is not the provider of those models. OfflinAI’s integration does not imply endorsement or a warranty of any Third-Party AI Model's quality, safety, or legality. We provide the tools, but the content and performance of the model are controlled by the third party or the community that created it.

Third-Party Agreements. When you use a Third-Party AI Model, you enter a separate agreement with that provider. Any rights or remedies regarding such models are with that provider, not OfflinAI. We disclaim all liability for Third-Party AI Models and outputs arising from their use.

Compliance with Law and Policies. It is your responsibility to ensure that your use of any Third-Party AI Models through OfflinAI complies with all applicable laws and regulations, as well as any usage policies or ethical guidelines associated with those models. For example, certain model providers may have an acceptable use policy (such as prohibiting use of the model to generate hate speech or to train other AI models). You agree to abide by such requirements when using the models via our Software.

Updates and Removal. OfflinAI may, from time to time, provide updates that improve integration with certain models or remove access to certain Third-Party AI Models (for example, if a model is found to be violating laws or its license is revoked). OfflinAI reserves the right to disable or remove integrations with specific third-party content if necessary to comply with law, protect users, or at the request of the third-party provider. We will endeavor to notify users if a popular integration or model is being removed or deprecated.

Third-Party Services Integration. In future versions, the Software might enable optional integration with third-party services (for example, an email service, cloud storage, or other software) to enhance AI agent capabilities in specific workflows. If you choose to connect the Software to any third-party service, you are responsible for ensuring you comply with that service’s terms of use and privacy policy. OfflinAI is not responsible for any data that is transmitted to a third-party service at your initiation, or for any actions or omissions of any third-party service. We do not share your data with any third-party service unless you explicitly choose to connect to them and initiate such a transfer.

Using OfflinAI involves two types of content: (a) User Inputs, which are the data, prompts, instructions, or other content you provide to the Software (including any documents or information you ask an AI agent to process), and (b) AI-Generated Output ("Output"), which is the content generated by the AI models in response to your inputs. This section describes the ownership and responsibilities related to these types of content:

5. User Content and AI-Generated Output

Your Ownership of Content. As between you and OfflinAI, you retain all rights and ownership in your inputs and the AI-generated output resulting from your inputs. OfflinAI does not claim any intellectual property rights over your User Inputs or the Output produced by your use of the Software. In other words, the creative results you obtain from OfflinAI are considered your content. To the extent that any copyright or other intellectual property rights in the Output could be deemed to vest in OfflinAI by operation of law or otherwise, OfflinAI hereby assigns all such right, title, and interest to you. This means, for example, if the AI generates a piece of text or an image for you, OfflinAI asserts no ownership over that content – it’s yours to the extent allowed by law.

Third-Party Rights in Output. Please be aware that AI-generated output may not be entirely original. Due to the way AI models are trained on existing data, Output may inadvertently include or resemble material that is subject to third-party rights or that is not unique. OfflinAI cannot guarantee that the Output will be free from content that could be considered copyrighted, trademarked, or otherwise owned by someone else. You are responsible for how you use any Output and for ensuring that such use does not infringe any third-party rights or violate any laws. OfflinAI’s assignment of rights (above) applies only to any rights we might have in the Output; it does not grant you any license to use third-party content that the AI might have reproduced. For example, if the AI by chance produces a well-known song lyric or a chunk of copyrighted text, you would need to have the legal right to use that material or you should refrain from using it.

Responsibility for Inputs and Content. You represent and warrant that you have the necessary rights and authority to provide the inputs or data that you use with OfflinAI, and that your User Inputs (and the Output you use) will not violate any applicable law or anyone’s rights. You are solely responsible for the legality,

No Monitoring by OfflinAI. OfflinAI does not receive or store your conversations or AI outputs on our servers. All prompts, data, and outputs you generate are processed and stored locally on your own device (unless you choose to export or share them). We do not have access to your content, which means we cannot recover it for you if it is lost. Conversation histories and AI agent interactions are saved locally (for example, in your device’s storage). It is your responsibility to back up these files or data if you wish to preserve them. OfflinAI is not liable for any loss of or inability to retrieve conversation history or other data.

User Backup Responsibilities. Because your content is stored only on your device, you are responsible for backing up any important data or outputs. We recommend that you regularly save or export important AI-generated results and back up your device to prevent data loss. OfflinAI will not be responsible for data loss, corruption, or inability to access your content arising from device failure, accidental deletion, or any other reason.

Feedback. If you choose to provide feedback, suggestions, or bug reports to OfflinAI (for example, by emailing us ideas to improve the Software or by sharing error logs), you agree that such feedback is given voluntarily. OfflinAI may use any feedback or suggestions you provide to improve our products or develop new features, and we have no obligation to compensate you for such feedback. To avoid confusion, any feedback you provide is considered non-confidential and free for us to use and incorporate. (This does not include your private prompts or outputs – those remain yours and private to you. This only refers to suggestions about our software or service.)

6. Data Privacy and Local Processing

Your privacy is important to us. OfflinAI is designed with a focus on local processing to enhance privacy and security. This section describes how OfflinAI handles (or doesn't handle) your data. For more information, please also refer to our Privacy Policy (if available separately).

Local AI Processing. All AI model processing by OfflinAI occurs locally on your device. The content of your conversations, prompts, documents, and the AI-generated outputs are not transmitted to OfflinAI or any cloud server for processing. This means that, aside from software updates or model downloads you initiate, your data stays on your machine. You do not need an internet connection to use the core AI functions of OfflinAI (except when downloading new models or updates, or if you enable a feature that intentionally connects to a service). Running AI models on-device provides enhanced privacy by design

No Collection of Personal Content. OfflinAI does not collect or view the specific content you enter or that is generated in your conversations. We do not see your prompts, the text of your chats, the documents you process, or the outputs you get. Because we don’t have it, we obviously do not use or share such content with any third party. What you do with OfflinAI stays on your device, unless you yourself decide to share it or connect to an external service.

Telemetry and Usage Data. To help us improve the Software and understand how users interact with it, OfflinAI may collect limited, non-personal usage data. This might include information such as which features or buttons are used and how often, performance metrics, timestamps of use, and error logs. No personally identifiable information (PII) or content of your conversations is included in these usage analytics. For example, we might log that "Feature X was used 10 times today" or that a certain operation took a certain amount of milliseconds, but we would not collect the actual text you typed or the responses generated. If any usage data is collected, it will be described in our Privacy Policy and, where required, we will obtain your consent or provide an opt-out. In many cases, such telemetry may be opt-in (you might be prompted to agree to share anonymous usage stats). If you do not wish to share usage data, you can decline if prompted, or disable it in settings (if such an option is provided).

Microsoft Store and Account Data. When you download OfflinAI or make purchases via the Microsoft Store, certain information is exchanged with the Store (for example, your Microsoft account ID, purchase confirmations, and license status). This information may be accessible to OfflinAI in a limited form (e.g., we may receive a token or flag from Microsoft indicating that you have a valid subscription so that the app can enable premium features). OfflinAI does not receive your payment details from Microsoft, but we may know your subscription status and basic account identifier to validate licenses. We handle any such information in accordance with our Privacy Policy and solely for the purpose of license verification and providing you with the features you are entitled to.

No Selling of Data. OfflinAI will not sell, rent, or lease your personal data or content to third parties. Since we generally do not collect personal content data, this scenario is avoided by default. Any limited usage data collected is for our internal use to improve the product and is not monetized or shared for marketing.

Security. We employ industry-standard measures to protect the Software and any data (such as telemetry or license info) that might be transmitted. However, you are responsible for securing your device and the data stored on it. Use strong passwords, encryption, or other measures as appropriate to protect sensitive data in your conversations (especially if you use OfflinAI with confidential or personal information). OfflinAI is not liable for unauthorized access to your local data due to your failure to secure your device.

Privacy Policy. For further information on how we handle data (including any data collected via our website or support channels), please refer to the OfflinAI Privacy Policy. If there is any conflict between this section of the Terms of Use and the Privacy Policy regarding handling of personal data, the Privacy Policy will govern that aspect, as it is the more detailed document on those practices.

7. Acceptable Use Policy

We expect users of OfflinAI to use the Software responsibly and ethically. By using the Software, you agree to the following rules and guidelines:

Lawful Purposes Only. You will not use the Software in any manner that violates any applicable law or regulation. This includes (but is not limited to) laws regarding intellectual property, data privacy, export control, and harassment or defamation. You are responsible for ensuring that your use of AI (and the content it produces) is compliant with all laws in your jurisdiction.

No Harmful or Illegal Content. You will not use OfflinAI to generate or disseminate content that is illegal, harmful, or abusive. Prohibited uses include generating instructions for criminal activities; creating malicious code (viruses, ransomware, etc.) for distribution; producing hate speech or content that incites violence; harassing or stalking individuals; or engaging in any form of bullying or discrimination. If the AI model produces inappropriate content without your prompting, you agree to refrain from using or disseminating such content.

Intellectual Property Respect. You will not use the Software to knowingly infringe upon the copyrights, trademarks, or other intellectual property rights of others. For example, you should not use OfflinAI to transform or reproduce large portions of copyrighted text that you do not have the right to use. If you ask the AI to produce content based on copyrighted works, you assume all risk and responsibility for any resulting infringement.

No Personal Data Abuse. You should avoid using OfflinAI to process or generate others' personal data in violation of privacy laws. Do not use the Software to analyze, identify, or profile individuals without their consent when such activity would violate privacy regulations (such as GDPR or similar laws). OfflinAI is not designed for facial recognition, surveillance, or other high-risk processing of sensitive personal data, and you agree not to misuse it for such purposes.

Model and System Integrity. You will not attempt to interfere with the normal operation of the Software or the models it runs. This means you will not attempt to tamper with the model files, break the encryption or protections on model weights, introduce trojans or malicious code into the Software, or exploit the Software in a way not intended (other than authorized modifications if the Software or part of it is open source). Any security testing or reverse engineering must be done within the bounds of Section 2 and applicable law.

Compliance with Model Usage Policies. Some AI models integrated in OfflinAI may come with their own acceptable use guidelines (for example, some model creators prohibit using their model to create deepfakes or discriminatory content). You agree to review any such published usage policies for the models you use and to comply with them. OfflinAI will not be held responsible for your misuse of a third-party model in violation of that model’s policies.

No Misrepresentation. You will not use the Output from OfflinAI in a manner that implies it is human-generated when it is not, in contexts where such misrepresentation could cause harm. (For example, you should not generate medical or legal advice and present it as if a licensed professional provided it, without appropriate disclaimers. Likewise, you shouldn't use AI output to impersonate a person in a way that violates laws or rights.). Always use discretion and honesty about the nature of AI-generated content in sensitive contexts.

Independently Verify Critical Output. You understand and agree that OfflinAI's AI models might produce incorrect or misleading information. If you use the Software to assist with important decisions (e.g., professional, financial, medical, or legal matters), you will not rely solely on the AI output without independent verification by a qualified human. OfflinAI is not a substitute for professional advice, and any actions you take based on AI output are taken at your own risk.

If we (in the rare case where we have insight, such as through a support interaction) discover that you are using the Software in breach of this Acceptable Use Policy, we reserve the right to take appropriate action, which may include terminating your license to use the Software (see Section 11) and, if necessary, reporting the misuse to appropriate authorities or third parties (such as law enforcement or impacted rights holders). Since OfflinAI generally does not monitor your usage, enforcement of this policy will rely on available evidence (like public reports of misuse or information you voluntarily share).

8. Intellectual Property Rights

Ownership of Software. The Software (including all associated intellectual property rights) is owned by OfflinAI and its licensors. The structure, organization, and code of the Software are valuable trade secrets and proprietary information of OfflinAI or its suppliers. The OfflinAI name, logo, and associated brand elements are trademarks of OfflinAI. You are not granted any ownership rights in the Software itself; you are only granted the limited license to use the Software as expressly provided in these Terms.

Content Ownership. This Terms of Use agreement does not transfer any ownership of content between OfflinAI and you, except as explicitly described. You own your inputs and outputs (see Section 5). OfflinAI owns its Software and the code/design that powers it. Each third-party model or component remains owned by its respective owners.

Intellectual Property Infringement Claims. If you believe that the Software, or any content or model used within the Software, infringes your intellectual property rights (for example, copyright or patent), please contact us with detailed information so we can investigate. OfflinAI respects intellectual property rights and will respond to bona fide allegations of infringement in accordance with applicable law. For copyright claims, consider sending a notice under the provisions of the Digital Millennium Copyright Act (DMCA) or equivalent law if applicable, to our designated agent listed on our website.

User Indemnity for IP Misuse. You agree to indemnify and hold OfflinAI harmless (per Section 12 below) for any claims arising from your misuse of the Software in violation of intellectual property laws or these Terms. For instance, if a third party brings a claim against OfflinAI because you used OfflinAI to infringe their copyright or trademark, you will be responsible for the costs and damages (see Section 12).

9. Disclaimers of Warranties

Use OfflinAI at Your Own Risk. The Software is an evolving AI product and is provided to you on an "as is" and "as available" basis without warranties of any kind, either express or implied. We want to be very clear about this, so please read the following disclaimers carefully:

No Express or Implied Warranties. OfflinAI disclaims all warranties and representations, whether express, implied, or statutory, including (but not limited to) any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Software will meet your requirements or expectations. We do not guarantee that the Software will be error-free, uninterrupted, secure, or free of harmful components. You assume all responsibility for selecting the Software to achieve your intended results and for the installation and use of, and results obtained from, the Software.

AI Outputs and Accuracy. OfflinAI makes no warranty or guarantee as to the accuracy, quality, or suitability of any Output generated by the AI. Artificial intelligence is an experimental technology, and you acknowledge that AI software may produce incorrect or misleading information, or “unfactual responses” (sometimes known as hallucinations). The content generated might not be reliable, might appear authentic but be false, or might be inappropriate. OfflinAI does not warrant or ensure that any information or content generated by the Software is correct, complete, or up-to-date. Use your own judgment and double-check critical results.

No Professional Advice. The Software is not designed or licensed for use in high-risk or exacting environments that require fail-safe performance, nor for providing professional advice (medical, legal, financial, etc.). Any information or Output you obtain via OfflinAI is for general purposes and should not be relied upon as a substitute for professional judgment. OfflinAI is not liable for any decisions you make or actions you take based on Output. You are solely responsible for compliance with any professional or industry regulations applicable to your use case when using OfflinAI.

Third-Party Content and Models. OfflinAI disclaims responsibility for third-party materials. This includes any Third-Party AI Models or integrations you use with our Software. Those are provided "as is" by third parties, and we make no warranties regarding them. Any failures or issues arising from Third-Party AI Models (including security or safety issues) are not covered by any warranty from OfflinAI. Likewise, any content you obtain through use of the Software (e.g., an AI model's output, or data fetched from a third-party service) is at your own risk.

Device and System Compatibility. While we have certain system requirements, we do not warrant that the Software will be compatible with every hardware, software, or network environment. Performance may vary depending on your device’s specifications (CPU, GPU, memory, etc.) and the models you choose to run. OfflinAI is not responsible if the Software does not operate correctly due to your system’s limitations, conflicts with other software, or your network issues.

No Warranty of Continuous Availability. OfflinAI does not guarantee that the Software, any particular feature, or any model will continue to be available indefinitely. We reserve the right to modify, suspend, or discontinue (temporarily or permanently) the Software or any feature or integration without liability, though we will endeavor to provide notice or updates when possible. You understand that the Software is under continuous development and certain features (including extended features in the Add-On Subscription) may be added, changed, or removed. Any such changes are not considered a breach of these Terms.

Beta Features. If the Software labels certain functionalities as "beta," "preview," or "experimental," those features are even more likely to contain bugs or errors. They are provided for testing and feedback purposes without any warranty and may be significantly changed or removed in future updates. Use beta features at your discretion.

Your Data and Backups. OfflinAI disclaims liability for any loss of data. You are responsible for backing up your data as noted in Section 5. We make no warranty that your data will not be lost or damaged.

Implied Warranties and Exceptions. In jurisdictions that do not allow the exclusion of certain warranties, some of the above disclaimers may not fully apply to you. If any warranty cannot be disclaimed under law, then to the extent permitted by law, OfflinAI limits such warranty to the shortest period and fullest extent allowed. You may have specific legal rights in your jurisdiction, and these Terms are not intended to override any such non-waivable rights.

10. Limitation of Liability

To the maximum extent permitted by law, OfflinAI’s liability to you is limited. By using the Software, you acknowledge and accept the following limits on our liability:

Indirect Damages. OfflinAI (including our officers, directors, employees, agents, suppliers, and affiliates) will not be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This includes, without limitation, damages for lost profits or revenues, business interruption, loss of data, loss of privacy, or any other tangible or intangible losses arising out of or related to your use of (or inability to use) the Software, even if we have been advised of the possibility of such damages.

Direct Damages Cap. In jurisdictions where exclusion of liability for indirect or consequential damages is not allowed, or to the extent such exclusion does not apply, the total aggregate liability of OfflinAI for any claim arising out of or relating to the Software or these Terms (including any liability for direct damages) is limited to the greater of: (a) the total amount you paid to us (via the Microsoft Store or directly) for the Software or any subscription in the 12 months prior to the event giving rise to the liability, or (b) €100 (Euro). If you have paid nothing (for example, if you only used the free version and made no purchase), our total liability to you for all claims will not exceed €100. This limitation applies regardless of the form of action (whether in contract, tort (including negligence), statutory or otherwise).

No Liability for Content. OfflinAI will not be liable for any content, including User Inputs or AI Outputs, that you or any other user generates, accesses, or uses via the Software. This means, for example, we are not liable for any defamatory, offensive, or illegal conduct of any user or any content generated by the AI, and the risk of harm or damage from any such content rests entirely with you as the user.

Third-Party Claims Not Covered. OfflinAI has no liability to you for any claims or disputes arising between you and any third party (including providers of Third-Party AI Models or other users, if applicable). Any rights and remedies you have in such situations are solely against that third party, not OfflinAI (as noted in Section 4).

Basis of the Bargain. You acknowledge that OfflinAI offers the Software at either no cost or a price that reflects the allocation of risk in these Terms and the above limitations of liability. If you did not agree to the limitations in this section, the terms of the agreement between you and us would be different – in fact, we might not be able to offer this Software to you at its current price or at all. This section is an essential part of the bargain between you and OfflinAI.

Exceptions. Nothing in these Terms shall limit or exclude liability for losses or damages which may not be lawfully limited or excluded under applicable law. For example, this exclusion of liability does not limit OfflinAI’s liability for any death or personal injury caused by our negligence, or for our fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by law. Additionally, if you are a consumer in a jurisdiction that does not allow the exclusion or limitation of certain damages, some of the above limitations may not apply to you to the extent disallowed by applicable law. In such cases, OfflinAI’s liability will be limited to the maximum extent permitted by law.

11. Termination

This section explains how your license to use the Software can be terminated by either you or OfflinAI, and what happens upon termination.

Your Right to Terminate. You may stop using the Software at any time. If you wish to terminate this agreement, you can simply cease all use of the Software and uninstall or delete it from your devices. If you have an Add-On Subscription and wish to cancel it, you should do so through your Microsoft account (which will terminate the premium features at the end of the current billing period, as described in Section 3).

OfflinAI’s Right to Terminate or Suspend. OfflinAI may suspend or terminate your license to use the Software (or your access to certain features) at any time with or without prior notice if: (a) you breach any provision of these Terms; (b) we are required to do so to comply with law or a request of a government; or (c) we decide to discontinue the Software entirely. We may also suspend the Software or your use of it if we detect security issues or misuse. We will make a reasonable attempt to notify you (e.g., via email or a notice on our website or within the app) of any permanent termination or widespread discontinuation, when feasible.

Effect of Termination. Upon termination of your license for any reason, you must immediately stop using the Software and destroy any copies of the Software in your possession or control. Your rights to any premium features will end at the time of termination or expiration. Sections of these Terms that by their nature should survive termination (such as disclaimers of warranty, limitations of liability, indemnity, and governing law) will continue to remain in effect. If OfflinAI discontinues the Software or terminates your license without cause (i.e., not due to your breach), and you have a paid subscription that still had time remaining, OfflinAI or Microsoft Store (as applicable) may provide a pro-rata refund for the unused portion of your subscription as of the termination date. (For clarity: if termination is due to your violation of these Terms, no refund will be due.)

No Liability for Termination. OfflinAI will not be liable to you or any third party for termination of your access to the Software or to your account (if accounts are used), provided such termination is in accordance with these Terms. Termination is without prejudice to any rights or remedies that either you or OfflinAI may have accrued up to the date of termination.

12. Indemnification

You agree that you will be responsible for any damages, losses, or costs (including reasonable attorneys’ fees) incurred by OfflinAI as a result of your violation of these Terms or misuse of the Software. In legal terms, you agree to indemnify, defend, and hold harmless OfflinAI and its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, liabilities, damages, losses, and expenses (including legal fees) that arise out of or relate to:

Your Use of the Software. Any use of the Software by you or by someone using your devices or accounts, including any content you generate or actions you take using the Software. If, for example, you use OfflinAI to create content that causes harm or you violate a law using our Software, and as a result OfflinAI faces a claim, you will indemnify us for that claim.

Breach of Terms. Your violation of any provision of these Terms. This includes breaching the license restrictions, acceptable use policy, or any other obligations stated here.

User Content and Output. Any Content (User Inputs or AI Output) you provide, publish, or share using the Software. You are solely responsible for your content, and if it leads to a dispute (for instance, an allegation that content you generated infringes someone’s rights or caused harm), you will bear the responsibility.

Violation of Law or Rights. Your violation of any applicable law or regulation, or of any third party’s rights (including intellectual property rights or privacy rights), in connection with your use of the Software.

OfflinAI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with us in defending such matter. You may not settle any claim affecting OfflinAI without our prior written consent.

This indemnity obligation will survive the termination of your relationship with OfflinAI and the use of the Software.

13. Updates and Software Changes

OfflinAI is continually improving the Software, which means updates, patches, or changes may be made over time.

Automatic Updates. We may deploy patches, bug fixes, updates, or upgraded versions of the Software to your device. Depending on your settings, the Microsoft Store or the Software itself may automatically download and install updates. These updates are intended to improve, enhance, and further develop the Software and may take the form of new features, improved functions, or complete new versions. By using the Software, you agree to receive such updates. If you do not want to receive updates, your remedy is to discontinue use of the Software (as not installing updates may lead to security risks or loss of functionality).

Feature Changes. OfflinAI reserves the right to add, modify, or remove features of the Software at any time. This includes both free features and premium features available via subscription. While we aim to enhance the user experience, sometimes we may have to retire a feature (for example, if it is obsolete or poses security issues). If a material feature that you use is removed, we will note it in the release notes or announcements. For subscription features, we strive not to remove or disable anything significant during your active subscription term without providing an alternative or an update, but we do retain the flexibility to make changes and improvements.

Discontinuation. In the unlikely event that OfflinAI decides to discontinue the Software entirely, we will make an effort to inform users in advance (e.g., via our website or an in-app message). If feasible, we may also release a final version that can continue to be used offline without support. If we discontinue the Software and cease support, we have no further obligation to provide updates, and these Terms (aside from sections that survive termination) will come to an end. See Section 11 regarding any potential refunds in such a case for paid users.

Compatibility. Updates may change the system requirements or compatibility of the Software. We will list current system requirements on our site or the Microsoft Store page. It is possible that older hardware or operating system versions may no longer be supported after certain updates. Keeping your system up-to-date will help ensure compatibility with OfflinAI updates.

User Feedback in Updates. Features or changes may also be influenced by user feedback. By providing suggestions (as noted in Section 5 on Feedback), you understand we may implement those suggestions without obligation to you.

No Obligation to Maintain. OfflinAI is not obligated to maintain or support the Software for any minimum duration unless required by law. While we intend to support our product and users, the Software is provided without any guarantee of ongoing maintenance or support. (That said, we value our users and will do our best to address issues and keep the Software functional and useful.)

14. Governing Law and Dispute Resolution

Governing Law. These Terms of Use and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles. We choose Irish law because OfflinAI is based in Ireland, and having a consistent legal framework helps us manage our global operations.

Jurisdiction. You and OfflinAI agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter. You agree to submit to the personal jurisdiction of the Irish courts located in Dublin for the purpose of litigating such claims or disputes.

Injunctive Relief. Notwithstanding the above, you agree that OfflinAI may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction if necessary to stop or prevent irreparable harm (for example, a breach of intellectual property rights or confidentiality) since such harm may not be fully remedied by monetary damages.

Local Law Provisions. We recognize that laws vary from country to country. If you are using the Software as a consumer in the European Union or another jurisdiction that provides you certain mandatory rights, nothing in these Terms will affect your statutory rights as a consumer under applicable law. Likewise, if any provision of these Terms is unenforceable under the laws of your country, that provision will be deemed modified to the minimum extent necessary to comply with local law, and the rest of the Terms will remain in full force.

US Government Users. (If applicable) The Software and documentation are "Commercial Items" as that term is defined in U.S. federal law (48 C.F.R. §2.101), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, any use, duplication, or disclosure of the Software by the U.S. Government is governed by the terms of these Terms of Use, consistent with commercial licensing. (This notice is provided to ensure we comply with U.S. government procurement requirements in case any U.S. government entity uses OfflinAI.)

15. Miscellaneous

Entire Agreement. These Terms (along with any referenced documents like the Privacy Policy and any additional terms for specific features) constitute the entire agreement between you and OfflinAI regarding the Software. They supersede all prior or contemporaneous understandings or agreements, whether written or oral, relating to the Software. You acknowledge that you have not relied on any representation, warranty, or statement not explicitly set out in these Terms when deciding to enter this agreement.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. Each provision is separate and distinct.

Waiver. No failure or delay by OfflinAI to exercise any right or enforce any provision of these Terms shall constitute a waiver of that right or provision. Any waiver of any provision by us must be made in writing to be effective, and shall not imply a waiver of any other provision.

Assignment. You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, to any other person or entity without our prior written consent. Any attempt to do so without consent will be null and void. OfflinAI may assign or transfer these Terms (in whole or in part) at our discretion as part of a merger, acquisition, sale of assets, or by operation of law, or otherwise. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries. These Terms are for the benefit of you and OfflinAI. Except as expressly provided in these Terms, no third party shall have any rights to enforce any term of this agreement. (For example, even though Microsoft is involved in distribution and payment, Microsoft is not a party to these Terms of Use between you and OfflinAI.)

Relationship of Parties. The relationship between you and OfflinAI is that of independent parties. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any way.

Notices. If OfflinAI needs to contact or notify you regarding the Software or these Terms, we may do so by email (if you provided one), through in-app notifications, or via an announcement on our website. For example, we might send a notice of changes to terms or a security issue. You are responsible for ensuring we have an up-to-date email if required and for checking the app or website for any notices. If you need to contact OfflinAI for legal reasons (such as sending a breach notice or an IP infringement claim), please use the contact information provided in the "Contact Us" section below or on our website. Notices will be considered delivered as of the date they are sent or posted.

Force Majeure. OfflinAI will not be liable for any failure or delay in performance of our obligations (other than payment obligations, if any) due to events beyond our reasonable control, such as natural disasters, war, terrorism, riots, labor disputes, government actions, internet outages, or other events of "force majeure." If such events occur, we will use reasonable efforts to resume service as soon as practicable.

Language. These Terms are written in English. If we provide translations in other languages, those are for convenience, and the English version will control in the event of any conflict in interpretation.

Contact Information. If you have any questions about these Terms or need to contact OfflinAI for any reason, please reach out to us at:
OfflinAI, 2 Stockwell, Sandyford Road, Dublin 16, Ireland.

By using or continuing to use the OfflinAI Software, you acknowledge that you have read, understood, and agree to these Terms of Use in their entirety. Thank you for reading these Terms and for using OfflinAI to empower your local AI solutions! We value your trust and aim to deliver a powerful tool that respects your rights and privacy. Happy coding and chatting with your new AI assistant!