This Subscriber Agreement ("Agreement") is between State Space Systems LLC, d/b/a Eagle Logic ("Eagle Logic," "we," "us"), 131 W Seneca St, Ste B-124, Manlius, NY 13104, and the individual or entity that purchases or activates a license or free trial ("Customer," "you"). By downloading, activating, or using the PRIOR software, or by completing a purchase, you agree to this Agreement. If you are agreeing on behalf of an organization, you represent that you are authorized to bind it.
PRIOR is self-hosted software. You download and run it on your own infrastructure. This is a software license, not a hosted (SaaS) service.
1. Definitions
- Software — the PRIOR inference engine, its container image, associated model-physics and policy artifacts, the operator dashboard, documentation, and any updates we provide.
- License File — the signed
license.binthat authorizes use, bound to a deployment node. - Node — a single running instance/deployment of the Software. Each License File authorizes one Node (a node pack is N independent single-Node licenses).
- Subscription Term — the period for which your license is valid (e.g., 30-day free trial, or an annual term), as shown at purchase.
2. License grant
Subject to your compliance with this Agreement and payment of applicable fees, Eagle Logic grants you a limited, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to install and run the Software on the number of Nodes you have licensed, for your internal business purposes.
3. Restrictions
You will not, and will not permit others to: (a) copy, distribute, resell, rent, lease, sublicense, or make the Software available to third parties except as expressly permitted; (b) run more Nodes than licensed, or share, move, or circumvent License Files or the node-lock; (c) reverse engineer, decompile, or disassemble the Software, or attempt to derive the model-physics vectors, policy exemplars, thresholds, or steering artifacts, except to the limited extent this restriction is prohibited by applicable law; (d) remove or alter any proprietary notices, or defeat, disable, or tamper with the licensing, metering, or security mechanisms; (e) use the Software in violation of law or to develop a competing product.
4. Free trial
We may offer a 30-day free trial. Trial licenses are provided "as is," carry the full feature set for evaluation, and expire automatically at the end of the trial. We may modify or discontinue trials at any time. All restrictions in §3 apply to trials.
5. Subscriptions, fees & renewal
Paid licenses are sold per the tier and Node quantity shown at checkout, processed via Stripe. Fees are stated exclusive of taxes, which are your responsibility. Paid subscriptions automatically renew for successive terms of the same length, and you authorize Eagle Logic (through Stripe) to charge the then-current fee at each renewal, unless you cancel before the renewal date. You may cancel at any time to stop future renewals; cancellation takes effect at the end of the current term. Fees are non-refundable except as stated in our Refund Policy or as required by law.
6. Delivery & activation
The Software and License File are delivered electronically. Paid licenses bind to your deployment Node on first use (bind-on-first-use); trials are expiry-only and are not node-bound. The engine verifies the License File locally against our public key; verification itself requires no call to us.
For connected (non–air-gapped) license tiers, the Software additionally performs a periodic, minimal license-check to our license server (roughly every two weeks) carrying only your license identifier and an opaque per-node identifier, to confirm your subscription is active and that the Node is within your licensed count. If that check is refused, cannot complete for an extended period, or the subscription lapses, steering on that Node degrades to plain, unsteered inference until it is restored; you are not locked out of your model. Air-gapped licenses perform no such check and make no outbound calls; they are available on request.
7. Ownership
The Software is licensed, not sold. Eagle Logic and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights (patent(s) pending). No rights are granted except as expressly set out here.
8. Feedback
If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.
9. Confidentiality
The Software and its non-public components (including model-physics artifacts, policy exemplars, and pricing) are our Confidential Information. You will protect them with at least reasonable care and use them only as permitted here.
10. Your data
You run the Software on your own systems; we do not receive the prompts, completions, or content you process through it. Our handling of the limited account, billing, and licensing information we do collect is described in our Privacy Policy.
11. Disclaimer of warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Safety notice. PRIOR is a behavioral- and factual-policy enforcement tool that reduces, but does not guarantee elimination of, undesired, harmful, unsafe, or non-compliant model outputs. It is not a substitute for your own testing, human oversight, and compliance controls. You are responsible for evaluating its suitability for your use case and for the outputs of your deployment. We do not warrant that the Software will be error-free, uninterrupted, or that it will detect or prevent any particular input or output.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR LOST PROFITS OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID TO EAGLE LOGIC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR USD $100 IF you are on a free trial).
13. Indemnification
You will defend and indemnify Eagle Logic against claims arising from your use of the Software in violation of this Agreement or applicable law.
14. Term & termination
This Agreement runs for your Subscription Term. Either party may terminate for the other's material breach not cured within 30 days of notice. On expiry or termination, your license ends and you must stop using the Software. Sections that by their nature should survive (e.g., 3, 7–9, 11–17) survive.
15. Export & sanctions compliance
You will comply with all applicable US and international export-control and sanctions laws and will not use or export the Software in violation of them, or make it available to prohibited parties or embargoed regions.
16. Governing law; binding arbitration
This Agreement is governed by the laws of the State of New York and the U.S. Federal Arbitration Act, without regard to conflict-of-law rules.
Any dispute arising out of or relating to this Agreement or the Software that the parties cannot resolve informally will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The seat and location of the arbitration will be Onondaga County, New York, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to bring or participate in a class or representative action; disputes are resolved only on an individual basis.
Notwithstanding the above: (a) either party may bring an individual claim in small-claims court; and (b) either party may seek injunctive or other equitable relief in the state or federal courts located in Onondaga County, New York to protect its intellectual property or Confidential Information, and the parties consent to the jurisdiction of those courts for that purpose.
17. General
This Agreement, with the Privacy Policy and any order, is the entire agreement and supersedes prior understandings. You may not assign it without our consent; we may assign it in connection with a merger or sale. If any provision is unenforceable, the rest remains in effect. Notices to us go to the address above or legal@eagle-logic.com.
Questions: legal@eagle-logic.com · Eagle Logic, 131 W Seneca St, Ste B-124, Manlius, NY 13104.