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📄 Tokto AI On-Prem Software License Agreement (EULA)
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Tokto AI On-Prem Software License Agreement (EULA)
 Version 1.0 — Last Updated: January 2025
Copyright © 2025 Tokto AI Ltd.
This Tokto AI On-Prem Software License Agreement (“Agreement”) governs Customer’s installation and use of the Tokto AI On-Prem software (“Software”).
By installing, copying, or using the Software, the Customer agrees to be bound by this Agreement.
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1. License Grant
Tokto AI Ltd. (“Tokto AI”) grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to:
* install the Software on Customer-controlled infrastructure,

* use the Software solely for Customer’s internal business operations, and

* permit access only to Customer’s employees and contractors under confidentiality obligations.

No other rights are granted.
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2. Restrictions
Customer shall not:
   1. sublicense, sell, rent, lease, loan, distribute, or provide access to the Software to any third party.

   2. modify, adapt, translate, or create derivative works of the Software.

   3. reverse engineer, decompile, disassemble, or attempt to derive source code.

   4. benchmark, test, or evaluate the Software for competitive purposes.

   5. use the Software to build or train competing products or models.

   6. remove or alter any proprietary notices.

Any prohibited use automatically terminates this license.
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3. Ownership
Tokto AI retains all rights, title, and interest in:
      * the Software,

      * all proprietary models, algorithms, and routing logic,

      * the Tokto AI Client API,

      * documentation, and

      * all updates or modifications.

No ownership is transferred to Customer.
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4. Third-Party Components & Open-Source Licenses
The Software includes third-party components subject to open-source licenses listed in:
         * /THIRD_PARTY_NOTICES.md

         * /licenses/ directory

These components are not owned by Tokto AI and remain governed by their original licenses.
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4.1 MySQL Connector/J (GPL + FOSS Exception)
The Software includes MySQL Connector/J, licensed under:
            * GPL-2.0, and

            * Oracle Universal FOSS License Exception

This exception expressly permits dynamic linking of the JDBC driver with proprietary applications without imposing GPL obligations on Customer or Tokto AI.
Tokto AI does not distribute MySQL Server.
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4.2 Redis Client
The Software includes the Lettuce Redis client, licensed under Apache 2.0.
Tokto AI does not distribute Redis Server.
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5. Customer Responsibilities (Infrastructure & Data)
Customer is solely responsible for:
               1. operating and licensing MySQL Server, Redis Server, or any database infrastructure used with the Software;

               2. securing Customer systems and credentials;

               3. compliance with applicable laws related to data processing;

               4. network configuration and access control.

Tokto AI is not responsible for infrastructure failures or Customer data breaches.
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6. Confidentiality
Customer agrees to protect all Tokto AI confidential information, including:
                  * software binaries,

                  * API schemas,

                  * routing logic,

                  * performance characteristics,

                  * pricing or non-public documentation.

Confidential information may not be disclosed except to authorized employees or contractors under NDA.
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7. Updates and Support
Tokto AI may provide updates, patches, or new releases.
Use of updates is subject to this Agreement.
Support services (if purchased) are governed by a separate Support Agreement.
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8. Term and Termination
This Agreement remains in effect until:
                     * terminated by Customer, or

                     * terminated by Tokto AI for breach.

Upon termination:
                        * all licenses immediately end,

                        * Customer must stop using the Software,

                        * all copies must be destroyed.

Sections 2–6 and 9–12 survive termination.
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9. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
                           * MERCHANTABILITY

                           * FITNESS FOR A PARTICULAR PURPOSE

                           * NON-INFRINGEMENT

                           * ACCURACY OR RELIABILITY

Tokto AI does not warrant uptime, performance, or error-free operation.
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10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
                              * TOKTO AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

                              * TOKTO AI’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE IN THE TWELVE MONTHS PRIOR TO THE CLAIM.

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11. Export Compliance
Customer shall comply with all applicable export controls and sanctions regulations.
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12. Governing Law
This Agreement is governed by the laws of:
England and Wales
 (or specify your preferred jurisdiction)
Exclusive jurisdiction lies with the courts of London, UK.
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13. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
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