Terms of Service

Terms of Service for Libril

Effective Date: Last Updated:

Preamble: Introduction and Agreement to Terms

These Terms of Service (the “Terms”) constitute a legally binding agreement between you, the end-user (“You”, “Your”, or “User”), and [Your Company Name], a company registered in the United Kingdom (“Company”, “We”, “Us”, or “Our”), the developer and provider of the desktop software application known as Libril (the “Software”).

These Terms govern your acquisition of a license for, and your access to and use of, the Software. This document serves as both the Terms of Service for our relationship and as the End-User License Agreement (“EULA”) that grants you the right to use the Software. Combining these documents provides a single, comprehensive framework for our legal relationship.  

BY PURCHASING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. This action creates a valid and enforceable “click-wrap” or “install-wrap” agreement. If you do not agree to these Terms, you are not permitted to purchase, download, install, access, or use the Software.  

It is important to distinguish between the purchase of your license and the license itself. The financial transaction for your license is conducted by our designated Merchant of Record, as detailed in Section 6. These Terms, however, govern your rights and obligations concerning the use of the Software itself, establishing a direct contractual relationship with Us, the developer.  

1. Definitions

To ensure clarity and prevent ambiguity, the following terms shall have the meanings ascribed to them below. These definitions are essential for the proper interpretation of this agreement.  

  • “Software” refers to the desktop application known as “Libril,” provided by the Company. This definition encompasses all parts of the application, including but not limited to its binary executable files, object code, obfuscated source code, graphical user interface (GUI), design, features, workflow logic, documentation, and any updates, upgrades, or new versions provided by the Company. It specifically includes the proprietary prompts and operational sequences embedded within the Software that are essential to its function.
  • “License Key” means the unique, confidential alphanumeric code provided to You upon the successful completion of your purchase. This key is required to activate the Software and validate Your license to use it in accordance with these Terms.
  • “User-Generated Content” (UGC) refers to any and all data, text, information, creative briefs, research notes, articles, drafts, and any other content or materials that You create, input, process, or generate through Your use of the Software. A defining characteristic of the Software is that all UGC is created and stored exclusively on Your local computer system within a local database file (e.g., SQLite) and is never transmitted to, stored on, or accessed by the Company’s servers.
  • “Third-Party AI Services” means external, non-affiliated artificial intelligence platforms and service providers, such as Anthropic (provider of the Claude models) or others as may be supported by the Software from time to time. The Software’s core functionality is dependent on You providing a valid Application Programming Interface (API) key for one of these services.
  • “Merchant of Record” (MoR) refers to Lemon Squeezy, LLC, or another third-party payment processor designated by the Company. The MoR is the legal entity responsible for processing Your payment, handling the financial transaction, and managing the collection and remittance of applicable sales taxes (such as VAT) for the purchase of Your License Key.  
  • “Intellectual Property Rights” includes all patents, copyrights, moral rights, trademarks, trade dress, trade names, trade secrets, database rights, rights in know-how, and any other intellectual or proprietary rights, whether registered or unregistered, and all applications for the same, anywhere in the world.

2. License Grant and Scope

Subject to Your full and ongoing compliance with these Terms, the Company grants You a perpetual, non-exclusive, non-transferable, non-sublicensable, and revocable limited license to download, install, activate, and use the Software. This grant is a license, not a sale; you do not acquire any ownership interest in the Software.  

  • 2.1. Scope of Use: The license permits You to use the Software for personal or internal business purposes on a reasonable number of personal computer devices that You own or control. The current activation limit per License Key is three (3) devices. This license is perpetual, meaning it does not expire, conditioned upon your adherence to these Terms.
  • 2.2. Nature of License:
    • Non-Exclusive: The Company reserves the right to license the Software to other users.  
    • Non-Transferable: You may not sell, rent, lease, lend, redistribute, or sublicense the Software or Your License Key to any other person or entity. Any attempt to do so is void and constitutes a material breach of these Terms.  
    • Revocable: The Company reserves the right to terminate your license if you violate these Terms, as detailed in Section 9 (Termination).  
  • 2.3. Activation and Verification: The Software requires activation using the License Key provided to You at the time of purchase. You are responsible for safeguarding Your License Key. The Company may employ technical measures to verify the validity of a License Key and prevent unauthorized use or activation of the Software.

3. Third-Party AI Service Dependency

This section is of critical importance. You expressly acknowledge and agree that the Software’s functionality is fundamentally dependent on external services not owned or controlled by the Company. The Software’s business model is analogous to purchasing a car (the Software) that requires fuel (the Third-Party AI Service) to operate, which You must provide yourself.

  • 3.1. Functional Requirement: The Software is a user interface and workflow tool designed to interact with Third-Party AI Services. IT IS NON-FUNCTIONAL AND CANNOT PRODUCE ANY OUTPUT WITHOUT A VALID, USER-PROVIDED API KEY FROM A SUPPORTED THIRD-PARTY AI SERVICE.
  • 3.2. User’s Sole Responsibility: You are solely and exclusively responsible for the following:
    • Account and API Key: Obtaining and maintaining an active account in good standing with a supported Third-Party AI Service provider.
    • Costs and Fees: Paying all costs, fees, usage charges, and other expenses associated with Your use of the Third-Party AI Service. The Company is not a party to Your financial relationship with the third-party provider and does not resell API tokens or act as a financial intermediary for such costs.
    • Compliance: Adhering to all terms of service, acceptable use policies, privacy policies, and any other agreements or restrictions imposed by Your chosen Third-Party AI Service provider.
  • 3.3. Disclaimer of Responsibility and Liability: The Company hereby disclaims any and all responsibility and liability for any aspect of the Third-Party AI Services. Your use of any Third-Party AI Service is entirely at Your own risk. Specifically, the Company is not responsible for, and will not be liable for:
    • The availability, uptime, performance, speed, or functionality of any Third-Party AI Service.
    • Any changes to the pricing, terms of service, or technical implementation (including API modifications or deprecation) made by a Third-Party AI Service provider.
    • The data privacy, security, or data handling practices of any Third-Party AI Service. You acknowledge that when You use the Software, the input You provide is transmitted directly from Your computer to the Third-Party AI Service via their API.
    • The quality, accuracy, legality, safety, or appropriateness of the output generated by the Third-Party AI Service and presented to You as UGC.
    • Any suspension, termination, or other adverse action taken against Your account by a Third-Party AI Service provider.
  • 3.4. Future Compatibility: The world of artificial intelligence is rapidly evolving. A Third-Party AI Service may, at any time, make changes to its API that could render it incompatible with the current version of the Software, potentially disrupting or disabling its functionality. While the Company has no obligation to provide indefinite updates, and while your license is provided on an “AS IS” basis, we are committed to the long-term value of the Software. Therefore, the Company will use commercially reasonable efforts to issue updates to the Software to maintain compatibility with supported Third-Party AI Services in the event of major, breaking API changes. This is a statement of intent and not a legally binding guarantee of future performance or support. This approach is taken to balance the inherent risks of third-party dependency with a commitment to fairness, a principle particularly relevant under UK consumer protection frameworks like the Consumer Rights Act 2015.  

4. Intellectual Property Rights

The division of ownership of intellectual property is a cornerstone of this agreement. This section clearly delineates what belongs to the Company and what belongs to You.  

  • 4.1. The Company’s Intellectual Property: The Company is the sole and exclusive owner of all right, title, and interest in and to the Software and all associated Intellectual Property Rights. This ownership extends to all elements of the Software, including its visual design, user interface and experience (UI/UX), underlying code (in its distributed, obfuscated form), features, workflow logic, and the unique, proprietary prompts and instruction sets that are embedded within the Software’s architecture. These Terms grant You a limited license to use the Software and do not constitute a sale or assignment of any ownership rights.  
  • 4.2. Your Intellectual Property (User-Generated Content): The Company makes no claim of ownership over Your creative work. You retain full ownership of, and all Intellectual Property Rights in, the User-Generated Content (UGC) that You create using the Software. Because all UGC is stored locally on Your computer and is never transmitted to or stored on our servers, We do not require, and You do not grant Us, any license or right to use, reproduce, modify, or distribute Your UGC. Your content remains Your own.  
  • 4.3. Your Responsibility for Content: You are solely responsible for the UGC You create. You represent and warrant that any input You provide to the Software, which is subsequently processed by Third-Party AI Services, does not and will not violate the rights of any third party, including, but not limited to, copyrights, trademarks, privacy rights, or other proprietary rights. You agree to indemnify, defend, and hold harmless the Company and its directors, officers, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or in any way connected with a third-party claim alleging that Your UGC infringes upon or violates their Intellectual Property Rights.  

5. Restrictions on Use

Your license to use the Software is strictly conditioned upon Your adherence to the following restrictions. Any violation of these restrictions constitutes a material breach of these Terms and may result in the immediate termination of Your license.  

You shall not, and shall not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works based on the Software.
  • Sell, resell, rent, lease, sublicense, assign, distribute, or otherwise transfer or make the Software or Your License Key available to any third party.
  • Use the Software for any purpose that is illegal, fraudulent, harmful, or in violation of any applicable local, national, or international law or regulation.
  • Interfere with or circumvent any security features, activation mechanisms, or other technical protection measures in the Software.
  • Use the Software to develop a competing product or service.
  • Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) contained in the Software.
  • 5.1. Reverse Engineering: You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, or proprietary prompts of the Software, except to the extent that such activities are expressly permitted by applicable law notwithstanding this limitation. This specific qualification is included to ensure compliance with laws in certain jurisdictions, such as the United Kingdom and the European Union, which provide non-waivable statutory rights to decompile software for the sole purpose of achieving interoperability with another independently created software program. Any information obtained through such legally-permitted activities must be used only for the purpose of interoperability and must not be disclosed to any third party or used to create a software program that is substantially similar in its expression to the Software.  

6. Payment, Merchant of Record, and Refunds

This section outlines the financial terms associated with acquiring your license for the Software.

  • 6.1. One-Time Payment: Access to the Software is granted upon the payment of a one-time, non-recurring fee, which provides You with a perpetual license as described in Section 2.
  • 6.2. Merchant of Record (MoR): You acknowledge and agree that all payments for the License Key are processed by our designated Merchant of Record, Lemon Squeezy, LLC. This means:
    • Your purchase transaction is a direct contract between You and Lemon Squeezy. Lemon Squeezy is the entity that sells the license to you and is responsible for processing your payment details, collecting the funds, and remitting any applicable sales taxes (e.g., VAT) to the relevant tax authorities.  
    • Any issues related to the payment transaction itself, such as billing errors or tax inquiries, should be directed to Lemon Squeezy.
    • In this transaction, the Company (the developer of Libril) acts as the “Supplier” of the product being licensed, as defined in Lemon Squeezy’s buyer terms.  
  • 6.3. 30-Day Money-Back Guarantee: We offer a 30-day money-back guarantee. If you are not satisfied with the Software for any reason, you are entitled to a full refund of the purchase price, subject to the following conditions :
    • Eligibility: The guarantee is valid for thirty (30) calendar days from the date of your original purchase. Refund requests made after this period will not be honored.
    • Process: To request a refund, you must contact our support team via email at [support@libril.app]. Your request must include the email address used for the purchase and the License Key you received.
    • Consequences: Upon a successful refund, your License Key will be permanently deactivated, and your license to use the Software will be terminated immediately. You must then cease all use of the Software, uninstall it from all of your devices, and destroy any copies you may have made. The refund will be processed by our Merchant of Record back to your original payment method.  

7. Disclaimer of Warranties

This section limits our legal obligations and clarifies that the Software is provided without guarantees. It is essential that you read and understand these disclaimers before using the Software.

  • 7.1. General Disclaimer: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.  
  • 7.2. Specific AI Output Disclaimer: Given the nature of the Software’s reliance on artificial intelligence, the following specific disclaimers apply to any User-Generated Content produced:
    • Source of Output: You acknowledge that all output is generated by Third-Party AI Services and not by the Company. The Software acts as an interface to these services.
    • No Guarantee of Quality: The Company makes absolutely no representation or warranty as to the efficacy, accuracy, completeness, currency, reliability, or appropriateness of any output. The output provided by AI systems can be experimental, unpredictable, and subject to errors.  
    • Potential for Inaccurate Content: The output may be incomplete, incorrect, contain factual inaccuracies, exhibit biases, or produce offensive or inappropriate content. Such output does not represent the views or opinions of the Company.  
    • Use at Sole Risk: YOUR USE OF AND RELIANCE ON ANY OUTPUT IS AT YOUR SOLE RISK. The output is provided for informational purposes only and is not intended to be a substitute for professional advice. You should not rely on the output as a sole source of truth, factual information, or as a basis for making significant decisions. You are solely responsible for independently verifying, fact-checking, and critically evaluating all output. Human review of AI-generated content is strongly recommended before any use or publication.  
    • Copyrightability of Output: You acknowledge that under current legal frameworks in many jurisdictions, content generated solely by an AI system may not be eligible for copyright protection. The Company makes no warranty or representation regarding the copyright status or enforceability of rights in the output You generate.  

8. Limitation of Liability

This section limits the potential financial liability of the Company in connection with your use of the Software.

  • 8.1. Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE OR ITS OUTPUT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
  • 8.2. Cap on Liability: IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING FROM OR RELATED TO THESE TERMS OR THE SOFTWARE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO THE COMPANY FOR THE LICENSE KEY.  
  • 8.3. Basis of the Bargain: You acknowledge and agree that the Company has offered the Software, set its price, and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein. You further acknowledge that these disclaimers and limitations reflect a reasonable and fair allocation of risk between You and the Company and form an essential basis of the bargain between the parties.
  • 8.4. Jurisdictional Exceptions: Some jurisdictions do not allow the exclusion of certain implied warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You. In such jurisdictions, the Company’s liability shall be limited to the greatest extent permitted by law. These Terms do not affect any statutory rights that you may have as a consumer that cannot be waived or limited by contract.  

9. Termination

This license is effective until terminated. Your rights under this license will terminate automatically and without notice from the Company if You fail to comply with any of these Terms.  

  • 9.1. Termination for Breach: The Company may terminate this agreement and the license granted herein immediately if You commit a material breach of these Terms, including but not limited to any violation of the restrictions outlined in Section 5.
  • 9.2. Effect of Termination: Upon termination of this license for any reason, all rights granted to You under these Terms will immediately cease. You must immediately:
    • Cease all use of the Software.
    • Uninstall the Software from all computer systems on which it is installed.
    • Destroy any and all copies of the Software and your License Key in your possession or control.
  • 9.3. Survival: The provisions of these Terms that by their nature are intended to survive termination shall remain in effect. This includes, without limitation, Section 1 (Definitions), Section 3.3 (Disclaimer of Responsibility and Liability), Section 4 (Intellectual Property Rights), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 10 (Governing Law and Dispute Resolution), and Section 11 (General Provisions).

10. Governing Law and Dispute Resolution

To provide legal certainty and a predictable forum for resolving any potential disputes, the following terms apply. This is particularly important for an agreement involving a UK-based company and a global user base.  

  • 10.1. Governing Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule.
  • 10.2. Jurisdiction: The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with these Terms or their subject matter or formation. By agreeing to these Terms, you waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.  

11. General Provisions

This section contains standard legal clauses that are important for the proper functioning and interpretation of this agreement.

  • 11.1. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary such that the remaining provisions of the Terms will continue in full force and effect.  
  • 11.2. Entire Agreement: These Terms constitute the entire agreement between You and the Company with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.  
  • 11.3. Waiver: No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
  • 11.4. Updates to Terms: The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide notice, for example by posting a notification on our website or sending an email to the address associated with your purchase. The “Last Updated” date at the top of these Terms will indicate when the latest modifications were made. Your continued use of the Software after any such changes become effective constitutes your acceptance of the new Terms.  
  • 11.5. Contact Information: Should you have any questions concerning these Terms, or if you desire to contact the Company for any reason, please direct all correspondence to: [legal@libril.app].