Terms of Service

Agreement to terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and OTNEL ("OTNEL," "we," "us," or "our") governing your access to and use of the Arcana website at https://arcana.otnelhq.com, the Arcana web console, the Arcana proxy relay, the Arcana license server, and all related hosted services and features (collectively, the "Services"). By accessing, registering for, or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms, you must not use the Services.

Your agreement to these Terms is also signified by conduct, including creating an account, clicking any button or checkbox indicating assent, or using any paid feature. You acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Scope of Services. These Terms apply to all hosted Services operated by OTNEL. They do not apply to the open-source Arcana CLI, which is licensed separately under the MIT license, except to the extent that you use the CLI to access hosted features such as the proxy relay, license server, or cloud memory sync.

Age requirement. By using the Services, you represent that you are at least 16 years of age, or the age of legal majority in your jurisdiction, whichever is greater. If you are under that age, you may not use the Services or create an Account.

Incorporation by reference. These Terms incorporate by reference our Privacy Policy, Cookie Policy, and any other policies referenced herein. In the event of a conflict between these Terms and another policy regarding the subject matter covered by these Terms, these Terms will control, except as expressly stated otherwise.

Electronic agreement. You agree that your electronic assent, whether by clicking an "I agree" button, creating an account, or using the Services, constitutes a valid and binding signature for purposes of applicable electronic signature laws.

Changes. We may modify these Terms from time to time as described in the General provisions section. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the revised Terms.

No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and OTNEL. You are an independent user of the Services.

Definitions

For the purposes of these Terms:

• "Account" means the user account you create to access the hosted Services.
• "Arcana CLI" means the open-source terminal application distributed under the MIT license.
• "Content" means any data, text, code, files, prompts, outputs, or other materials that you upload, generate, transmit, or store using the Services.
• "Credits" means Arcana proxy credits purchased through the Services, which may be used to pay for requests routed through the Arcana proxy.
• "Enterprise Plan" means a custom subscription plan for organizations, as agreed in an applicable order or written contract.
• "Fees" means all subscription fees, credit purchases, and other charges payable for the Services.
• "LLM Provider" means a third-party provider of large language model or related AI services that you configure Arcana to use.
• "Pro Plan" means the paid subscription plan described on the Arcana pricing page.
• "Services" means the hosted services described in Section 3 and any related features we make available.
• "User" or "you" means any individual or entity that accesses or uses the Services.

Interpretation. Words in the singular include the plural and vice versa. References to "including" mean "including but not limited to." Headings are for convenience only and do not affect interpretation.

Open-source distinction. The Arcana CLI is governed by the MIT license and is not part of the "Services" for most purposes under these Terms. However, when the CLI communicates with our servers to validate a license, route a proxy request, or sync cloud memory, those interactions are subject to these Terms.

Affiliates. References to "OTNEL" include our affiliates, subsidiaries, successors, and assigns, where the context so requires.

Days. References to "days" are to calendar days unless otherwise specified. "Business days" means days other than weekends and public holidays in Costa Rica.

Third-party terms. Terms defined by reference to third-party services, such as "API key" or "OAuth token," have the meanings commonly understood in the software industry or as defined by the applicable third party.

Currency. Unless otherwise stated, all monetary amounts in these Terms are in United States dollars.

Jurisdiction-specific terms. If a term is defined differently under applicable local law and the difference is material, the local law definition will apply only to the extent required by that law.

Eligibility and account registration

You must be at least 16 years of age, or the age of legal majority in your jurisdiction, whichever is greater, to create an Account or use paid Services. By creating an Account, you represent and warrant that: (i) you meet the eligibility requirements; (ii) the information you provide is accurate, complete, and current; (iii) you have the legal capacity to enter into these Terms; and (iv) you will keep your Account information updated.

Account creation. To create an Account, you must provide a valid email address and create a password or authenticate through a supported identity provider. You may also be required to verify your email address before accessing certain features. The information you provide at registration must be accurate and complete.

Credential security. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to: (a) use a strong, unique password; (b) keep your authentication credentials secure; (c) notify us immediately of any unauthorized access or use of your Account; and (d) ensure that any individual who accesses the Services through your Account complies with these Terms.

Prohibited account conduct. You may not: (i) create multiple Accounts for the purpose of circumventing usage limits or free-tier restrictions; (ii) share Account credentials with any third party; (iii) sell, transfer, or sublicense your Account; or (iv) use another person's Account without authorization. Enterprise Plans may include multiple authorized users ("Seats") as specified in the applicable order.

Account activity. You are responsible for all actions taken through your Account, whether or not authorized by you, until you notify us of unauthorized access and we have a reasonable opportunity to respond. You must monitor your Account for suspicious activity and report anomalies promptly.

Notifications. We may send you service, security, and billing notifications to the email address associated with your Account. You are responsible for ensuring that your email address is current and that you review communications from us promptly.

Identity verification. We may require additional verification of your identity or eligibility if we suspect fraud, abuse, or a violation of these Terms. Failure to provide satisfactory verification may result in suspension or termination of your Account.

Account merging. We do not generally support merging multiple Accounts or transferring Account data between users. If you need to change the email address associated with your Account, you may do so through the console where the feature is available.

Description of services

The Services include the following:

• Website and documentation. Public-facing information, marketing pages, documentation, and the status page.
• Web console. A hosted dashboard for managing your Account, viewing usage, purchasing Credits, configuring cloud memory sync, and accessing billing information.
• Authentication services. Account creation, sign-in, session management, and device-code authentication.
• License server. Validation of Pro and Enterprise entitlements for the Arcana CLI and related products.
• Proxy relay. Optional routing of requests to LLM Providers through Arcana infrastructure, enabling usage tracking and credit-based billing.
• Cloud memory sync. Optional encrypted synchronization of memory data between your local devices and Arcana infrastructure.

Nature of Services. The Services are provided as hosted software tools. We do not provide legal, financial, medical, or other professional advice through the Services, and any output generated by an LLM Provider is not advice from OTNEL.

Modifications. We reserve the right to modify, suspend, or discontinue any feature or part of the Services at any time. We will make reasonable efforts to notify you of material changes that affect paid functionality. We are not liable for any modification, suspension, or discontinuation of free features.

Availability. We aim to provide reliable and available Services, but we do not guarantee uninterrupted access. Scheduled maintenance, unexpected outages, third-party provider failures, and other events may affect availability.

Beta features. From time to time, we may offer beta, preview, or experimental features. These features may be less reliable than generally available features and are provided on an "as is" basis without warranties.

Third-party dependencies. Some features depend on third-party services, such as LLM Providers, payment processors, and hosting providers. We are not responsible for the availability, performance, or conduct of those third parties.

Service-level commitments. Unless you have entered into a separate Enterprise agreement with a service-level agreement, we do not provide uptime guarantees or service credits. The status page at /status provides information about current and historical availability.

Support. We provide support to paid subscribers through the channels described on the pricing page. Community users may access public documentation and community resources. Support response times are estimates and not contractual commitments unless agreed otherwise.

Plans, pricing, and features

The Services are offered under multiple plans:

Plan	Description	Key terms
Community	Free, open-source Arcana CLI for local use with your own API keys.	Licensed under the MIT license; no Account required.
Pro	Paid monthly subscription adding hosted features such as cloud memory sync, multi-model rooms, advanced memory search, and priority support.	Auto-renews monthly; Fees charged through PayPal.
Enterprise	Custom plan for organizations, including team vaults, audit logs, encrypted sync, gateway relay, SLA support, and per-seat pricing.	Terms governed by applicable order or written agreement.

Plan selection. You may select a plan through the pricing page or by entering into a written agreement with us. Your plan determines the features, usage limits, and Fees applicable to your Account.

Feature descriptions. Descriptions of features on the website, in documentation, or in marketing materials are illustrative and do not constitute warranties. Feature availability, limits, and behavior may change as the Services evolve.

Usage limits. Each plan may include limits on the number of seats, API requests, cloud memory entries, proxy credits, or other resources. Exceeding a limit may result in additional charges, throttling, or suspension of the affected feature.

Price changes. Features, prices, and availability are subject to change. Any changes to Fees for existing paid subscriptions will take effect at your next renewal after we provide notice through the web console or by email.

Free trials and promotions. If we offer a free trial or promotional pricing, the applicable terms will be disclosed at sign-up. At the end of a trial, you may be charged the standard Fees unless you cancel before the trial ends.

Plan downgrades. You may downgrade your plan at any time. Downgrades take effect at the end of the current billing period, and you may lose access to features available only in the higher-tier plan.

Enterprise customization. Enterprise Plans may include custom features, service levels, payment terms, and data processing terms. To the extent an Enterprise agreement conflicts with these Terms, the Enterprise agreement controls.

Seat management. Enterprise customers may add or remove authorized users (Seats) within the limits of their plan. You are responsible for ensuring that each Seat user complies with these Terms, and you remain liable for their actions.

License to use the services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of your Account or subscription, solely for your internal business or personal purposes. This license does not include any right to resell, redistribute, or make the Services available to third parties except as expressly permitted under an Enterprise Plan.

Open-source CLI. The Arcana CLI is governed by the MIT license, which is separate from these Terms. The MIT license applies to the CLI source code and permits modification and distribution subject to its own terms. These Terms apply to the hosted Services even when accessed through the Arcana CLI.

Restrictions. You may not, and may not attempt to: (i) reverse engineer, decompile, disassemble, or otherwise derive the source code of the hosted Services except as permitted by applicable law; (ii) scrape, crawl, or systematically collect data from the Services; (iii) interfere with or disrupt the Services or networks connected to them; (iv) bypass any security measure or access control; or (v) use the Services in any manner that violates these Terms or applicable law.

No sale or lease. You may not sell, lease, lend, distribute, or sublicense access to the Services, or offer them as part of a service bureau, outsourcing, or time-sharing arrangement, except under an Enterprise Plan that expressly permits multi-user access.

API use. If we provide an API for the Services, your use of the API is subject to rate limits, authentication requirements, and other terms we publish. You may use the API only for your own internal purposes and in accordance with the documentation.

Reservation of rights. All rights not expressly granted to you in these Terms are reserved by OTNEL and our licensors. The limited license in this section does not transfer ownership of any software, technology, or intellectual property to you.

License termination. Your license to use the Services terminates automatically upon the termination or suspension of your Account or subscription for any reason. Upon termination, you must cease all use of the Services and delete any cached credentials or local copies of hosted data in your possession or control.

Copies. You may make copies of documentation solely for your internal use in connection with the Services. You may not remove copyright notices, trademarks, or other proprietary legends from any materials.

Payments, billing, and refunds

1. Fees and authorization

Paid subscriptions, proxy Credits, and other fee-bearing features are billed through PayPal. By purchasing a subscription or Credits, you authorize us and PayPal to charge the applicable Fees to your selected payment method. You are responsible for all applicable taxes, including sales, use, VAT, or GST, except where OTNEL is legally required to collect them.

Your authorization remains in effect until you cancel your subscription or we terminate these Terms. You represent that you are authorized to use the payment method you provide and that the payment method is valid and has sufficient funds or credit.

All Fees are quoted exclusive of taxes unless otherwise stated. You are responsible for paying any taxes imposed on your purchase, other than taxes based on OTNEL's net income. If we are required by law to collect a tax, we will add it to your invoice.

2. Subscription terms

Pro subscriptions renew automatically each month until canceled. You may cancel your subscription at any time through the billing page in the web console or by contacting us at support@otnelhq.com. Cancellation takes effect at the end of the current billing period, and you will retain access to paid features until that date.

If you cancel, you will not receive a refund for Fees already paid for the current billing period unless required by law. Your subscription will not renew, and your Account may be downgraded to a free or limited status at the end of the period.

Annual or longer-term subscriptions, if offered, renew for the same period unless canceled before renewal. The cancellation terms described above apply proportionally.

3. Failed payments and suspension

If a payment fails, we may suspend your access to paid features until the outstanding amount is paid. We may retry the payment method in accordance with PayPal's retry policies. Repeated failures may result in termination of your subscription.

During a suspension, you may retain access to free features and your local CLI, but hosted features such as cloud sync, proxy routing, and priority support may be disabled until payment is received.

We are not liable for any loss of data, functionality, or business opportunity that occurs during a suspension due to non-payment. You remain responsible for all accrued Fees during the suspension period.

4. Refunds

Fees are non-refundable except: (i) where required by law; (ii) in the event of a billing error attributable to us; or (iii) at our sole discretion for extended service unavailability. Proxy Credits have no cash value, are non-refundable once issued, and cannot be redeemed for cash.

If we issue a refund in our discretion, it will generally be credited to the original payment method or applied as account credit. Refunds are not interest-bearing and do not entitle you to additional compensation.

You must request a refund within a reasonable time after the event giving rise to the request. We may require documentation or evidence to evaluate your request.

5. Price changes

We may change subscription prices upon notice to you. Price changes apply to your next renewal after the change takes effect. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

Notice of a price change will be provided at least thirty days in advance for existing subscribers, unless a shorter period is required by law or the change is favorable to you.

Promotional pricing is temporary and will revert to the standard price at the end of the promotional period, unless you cancel or we agree otherwise in writing.

6. Billing disputes

If you believe you have been billed in error, you must notify us in writing within sixty days of the date of the disputed charge. We will investigate and, if we determine that an error occurred, credit or refund the erroneous amount.

Filing a billing dispute does not relieve you of the obligation to pay undisputed amounts. You may not offset disputed amounts against other Fees owed to us without our consent.

Acceptable use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services to:

• Generate, transmit, store, or facilitate any illegal, fraudulent, deceptive, defamatory, obscene, harassing, abusive, hateful, violent, or discriminatory content or activity;
• Infringe or misappropriate any intellectual property, privacy, publicity, or other proprietary right of any third party;
• Distribute malware, viruses, worms, Trojan horses, ransomware, spyware, or any other harmful or disruptive code;
• Attempt to gain unauthorized access to the Services, other users' Accounts, LLM Provider systems, or any related infrastructure;
• Interfere with or disrupt the integrity, security, or performance of the Services, including through denial-of-service attacks, overloading, or circumvention of rate limits;
• Scrape, crawl, spider, data-mine, or systematically collect content or data from the Services, except through published APIs and in compliance with our rate limits;
• Reverse engineer, decompile, or disassemble the hosted Services, except to the extent expressly permitted by applicable law;
• Use the Arcana proxy or API to evade the terms, restrictions, or pricing of any LLM Provider;
• Resell, sublicense, redistribute, or otherwise make the Services available to third parties, except under an Enterprise Plan;
• Use automated scripts or bots to create Accounts, purchase Credits, or exploit free-tier offers; or
• Violate the terms of service or acceptable use policies of any LLM Provider you configure Arcana to use.

Enforcement. We reserve the right, but not the obligation, to investigate and take appropriate action against any use that violates this Section, including removing Content, suspending or terminating Accounts, reporting conduct to law enforcement or providers, and cooperating with legal authorities.

No advance notice. We may take action under this Section without advance notice to you, especially where delay would create risk of harm, violate law, or enable further abuse. Where reasonably practicable, we will notify you after taking action.

Reporting violations. If you become aware of a violation of this Section by another user, you may report it to support@otnelhq.com. We will review reports in good faith, but we are not obligated to act on every report.

LLM Provider compliance. You are solely responsible for ensuring that your use of any LLM Provider through Arcana complies with that provider's terms, acceptable use policy, and pricing. We may suspend your access to a provider if we receive a credible complaint about your use.

Prohibited content. Content that promotes, facilitates, or threatens illegal activity, violence, discrimination, or harassment is prohibited. We may remove such Content and terminate the Account that posted it.

No circumvention. You may not use the Services to circumvent technical restrictions, rate limits, geoblocks, access controls, or payment requirements imposed by us or by any third-party provider.

Network integrity. You may not probe, scan, or test the vulnerability of our systems or networks without authorization, nor may you overload our infrastructure through excessive requests, botnets, or distributed denial-of-service attacks.

Your content and data

You retain all ownership rights in the Content that you create, upload, or generate using the Services. By using the Services, you grant OTNEL a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, transmit, and store your Content solely as necessary to provide, maintain, secure, and improve the Services you have chosen to use. This license terminates when you delete the applicable Content or close your Account, except as necessary for backups, legal compliance, or legitimate business record-keeping.

Representations. You represent and warrant that: (i) you own or have all necessary rights to your Content; (ii) your Content does not violate these Terms, the rights of any third party, or applicable law; and (iii) your Content complies with the acceptable use standards in Section 7.

Local Content. Content stored locally on your device by the Arcana CLI is under your exclusive control. OTNEL does not access, process, or claim ownership of such local Content unless you explicitly upload, sync, or route it through the hosted Services. You are solely responsible for the security and backup of local Content.

Content removal. We may remove or disable access to Content that violates these Terms, applicable law, or the rights of third parties. We may also remove Content that creates technical risk, such as malware or excessively large files.

Backup obligation. You are responsible for maintaining backup copies of your Content. While we implement measures to protect hosted data, we are not a backup service, and we are not liable for loss of Content that you fail to back up.

Data export. Where technically feasible, we provide mechanisms to export your cloud memory data, billing records, and other Content. The availability and format of exports may vary by feature and plan.

No unauthorized disclosure. We will not disclose your Content to third parties except as described in our Privacy Policy, as required by law, or with your consent. We do not train AI models on your Content without your authorization.

Moral rights. To the extent permitted by applicable law, you waive any moral rights or similar rights you may have in your Content, to the limited extent necessary for us to exercise the license granted in this section.

Intellectual property

The Arcana name, logo, branding, web console, hosted infrastructure, documentation, designs, software code that runs our servers, and all other materials provided by OTNEL in connection with the Services (collectively, "OTNEL Materials") are owned by OTNEL or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the OTNEL Materials, except for the limited license set forth in Section 5.

Trademarks. You may use the Arcana name and logo only as necessary to truthfully refer to the Services or the Arcana CLI, provided such use does not suggest sponsorship, endorsement, or affiliation beyond what exists. Any other use of our trademarks requires our prior written consent.

Open-source CLI. The open-source Arcana CLI is licensed under the MIT license, which is separate from these Terms and applies to the CLI source code, not to the hosted Services.

No reverse engineering. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or architecture of the OTNEL Materials, except as expressly permitted by applicable law.

Derivative works. You may not create derivative works of the OTNEL Materials, including translations, adaptations, or modifications, without our prior written consent. This restriction does not apply to modifications of the open-source CLI permitted under the MIT license.

Removal of notices. You may not remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices contained in the OTNEL Materials or in any copies thereof.

Infringement reporting. If you believe that any Content on the Services infringes your intellectual property rights, please contact us at support@otnelhq.com with a detailed description of the alleged infringement. We will respond in accordance with applicable law.

Reservation. All rights not expressly granted to you are reserved. Nothing in these Terms, including the license to use the Services, transfers ownership of any OTNEL intellectual property to you.

Feedback

If you provide feedback, suggestions, ideas, or other submissions regarding the Services ("Feedback"), you grant OTNEL a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, disclose, and incorporate the Feedback into our products and services without any obligation to compensate you or attribute the Feedback to you. Feedback does not include Content or confidential information that is clearly marked as such.

Voluntary submission. Feedback is voluntary. You are not required to provide Feedback, and you will not receive compensation for Feedback unless we enter into a separate written agreement with you.

No confidentiality for Feedback. Except for Feedback that is clearly marked as confidential and proprietary at the time of submission, we may use, disclose, and commercialize Feedback without restriction.

No obligation to use. We are under no obligation to implement, respond to, or acknowledge any Feedback. The decision to incorporate Feedback into our products is at our sole discretion.

Pre-existing rights. Feedback that consists of or includes your pre-existing intellectual property is licensed to us as described above, but you retain ownership of the underlying pre-existing work. We do not claim ownership of your independent inventions or work product.

No duty of confidence. We may discuss, develop, and implement similar or identical ideas from multiple sources. Receipt of your Feedback does not create a duty of confidence or a partnership between us.

Public testimonials. If you provide a public testimonial, review, or case study about the Services, you grant us a license to use, reproduce, and display your name, likeness, and statement in our marketing materials, subject to any written restrictions you specify.

Morals. You represent that your Feedback does not violate the rights of any third party or applicable law. You will not submit Feedback that contains defamatory, obscene, or unlawful material.

Termination and suspension

You may terminate your Account at any time by contacting us or using the account deletion feature in the web console, if available. Termination takes effect when we complete the deletion process, subject to the survival provisions in these Terms.

Termination by OTNEL. We may suspend or terminate your access to the Services, in whole or in part, at any time and without prior notice, if we determine, in our reasonable discretion, that you: (i) have violated these Terms; (ii) have failed to pay Fees when due; (iii) have engaged in fraudulent, abusive, or illegal activity; (iv) have created legal or security risk for us or other users; or (v) are inactive for an extended period with respect to a paid subscription.

Effects of termination. Upon termination or suspension: (a) your right to use the Services ceases immediately; (b) we may delete or retain your Content in accordance with our Privacy Policy; (c) any accrued Fees remain due and payable; and (d) provisions that by their nature should survive termination will survive, including Sections 8 through 15 and any accrued payment obligations.

Data retrieval. If you terminate your Account, we recommend that you export your Content before termination, where the export feature is available. After termination, you may no longer have access to hosted data, and we are not obligated to provide copies.

Suspension. Suspension is temporary. During a suspension, you may not access the suspended features, but your Account may remain open. We will reinstate your access once the cause of the suspension is resolved, unless we determine that termination is warranted.

No refund upon termination for cause. If we terminate your Account for a violation of these Terms or for non-payment, you are not entitled to a refund of any Fees paid, and any unpaid Fees become immediately due.

Survival. Sections relating to intellectual property, confidentiality, payment, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution, as well as any other provisions that by their nature should survive, will survive termination of these Terms.

Notice. Where practicable, we will provide notice of termination or suspension to the email address associated with your Account. However, we may terminate without notice in urgent situations, such as to prevent ongoing harm or comply with law.

Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OTNEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Specific disclaimers. OTNEL DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (II) ANY RESULTS OR OUTPUT FROM THE SERVICES, INCLUDING AI-GENERATED CONTENT, WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; (III) DEFECTS WILL BE CORRECTED; OR (IV) THE SERVICES WILL BE COMPATIBLE WITH ALL DEVICES, SYSTEMS, OR THIRD-PARTY SERVICES.

AI-generated content. AI-generated outputs are inherently probabilistic and may be incorrect, incomplete, biased, or inappropriate. You are solely responsible for reviewing, validating, and supervising any output before relying on it, especially in production systems, legal matters, medical or health decisions, financial decisions, or safety-critical applications. OTNEL is not responsible for any reliance on or use of AI-generated output.

LLM Providers. OTNEL is not responsible for the availability, quality, pricing, terms, or conduct of any LLM Provider that you choose to use. Your relationship with LLM Providers is governed by their respective terms and privacy policies.

No professional advice. The Services are not a substitute for professional advice. Any output or information provided through the Services should not be construed as legal, financial, medical, or other professional advice, and you should consult a qualified professional before acting on such information.

Beta features. Beta, preview, experimental, and early-access features are provided without warranties of any kind. They may be unstable, may change significantly, and may be discontinued at any time.

Third-party integrations. We do not warrant the interoperability, security, or continued availability of any third-party service that you connect to Arcana. Your use of third-party integrations is at your own risk.

Jurisdictional limitations. Some jurisdictions do not allow the exclusion or limitation of certain warranties. If you are in such a jurisdiction, the disclaimers in this section apply to the maximum extent permitted by local law.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTNEL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF OTNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability cap. OTNEL'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO OTNEL FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100.00). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF THE EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

Exclusion categories. The liability cap applies to all claims, including those based on breach of contract, negligence, strict liability, misrepresentation, data loss, service interruption, unauthorized access, and any other legal theory.

No liability for third-party services. We are not liable for any acts, omissions, or failures of LLM Providers, payment processors, hosting providers, or other third parties that you choose to use with the Services.

No liability for your content. We are not liable for any loss, damage, or claim arising out of your Content, including any reliance on AI-generated output, any infringement of third-party rights, or any violation of applicable law.

Essential purpose. The limitations in this section are an essential part of these Terms and reflect the allocation of risk between you and OTNEL. The Fees charged for the Services would be substantially higher if we assumed broader liability.

Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for death or personal injury caused by negligence, fraud, or willful misconduct, where such limitations are prohibited.

Basis of the bargain. You acknowledge that the disclaimers and limitations in this section are reasonable and form the basis of the bargain between you and OTNEL. You accept the risk that the Services may not meet your requirements or expectations.

Indemnification

You agree to indemnify, defend, and hold harmless OTNEL and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your access to or use of the Services; (ii) your Content; (iii) your violation of these Terms or the rights of any third party, including any LLM Provider; (iv) your violation of applicable law; or (v) your negligence or willful misconduct. OTNEL reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us.

Notice and cooperation. We will provide you with notice of any claim for which we seek indemnification. You agree to cooperate reasonably with us in the defense of such claim, including by providing information, documents, and testimony as requested.

No settlement without consent. You may not settle any claim that imposes liability on OTNEL or requires us to pay money, admit wrongdoing, or take any action without our prior written consent. We may withhold consent if the settlement is not in our best interest.

Scope of defense. Your indemnification obligation applies regardless of whether a claim is well-founded or ultimately successful, and it survives termination of these Terms.

Third-party claims. If a third party makes a claim against us that arises out of your Content or your use of the Services, you will be responsible for defending us and paying any damages, costs, or fees awarded against us or incurred in our defense.

Insurance. Nothing in this section requires you to maintain insurance, but you may choose to do so to cover potential indemnification obligations. Our right to indemnification is independent of any insurance coverage.

Direct liability excluded. This indemnification obligation does not apply to claims that arise solely from OTNEL's own gross negligence, willful misconduct, or breach of these Terms, except where your actions contributed to the claim.

Severability of indemnity. If any part of this indemnification obligation is held unenforceable, the remaining obligations will continue in full force and effect to the maximum extent permitted by law.

Governing law and disputes

These Terms shall be governed by and construed in accordance with the laws of the Republic of Costa Rica, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved exclusively in the courts located in San José, Costa Rica, and each party hereby submits to the personal jurisdiction of such courts.

Mandatory informal dispute resolution. Before filing any formal legal proceeding, you agree to first contact us at support@otnelhq.com and attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for a period of at least thirty (30) days before initiating any formal proceeding, except for claims seeking injunctive or equitable relief.

Jurisdiction. You agree that the courts of San José, Costa Rica, have exclusive jurisdiction over any dispute arising from these Terms. You waive any objection to venue or inconvenient forum in those courts.

Class action waiver. To the fullest extent permitted by law, you agree that any dispute will be brought only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Jury trial waiver. To the extent permitted by applicable law, both parties waive any right to a jury trial in any legal proceeding arising out of or relating to these Terms or the Services.

Equitable relief. Notwithstanding the dispute resolution procedures in this section, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

Consumer protections. If you are a consumer in a jurisdiction that mandates a different governing law, jurisdiction, or dispute resolution process, that mandatory law will apply to the extent required, notwithstanding the choice of Costa Rican law in this section.

Statute of limitations. Any claim or cause of action arising out of or relating to these Terms or the Services must be brought within the time prescribed by applicable law, and in any event within one year after the date on which the claim accrued, except where a longer period is required by law.

General provisions

1. Entire agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any other policies referenced herein, constitute the entire agreement between you and OTNEL concerning the Services and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

No oral statement, representation, or promise made by any employee, agent, or affiliate of OTNEL that is not set forth in these Terms or a written agreement signed by an authorized representative shall be binding on OTNEL.

Any terms or conditions in a purchase order, invoice, or other document issued by you that conflict with these Terms are expressly rejected and shall have no force or effect, unless we expressly agree to them in writing.

2. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

If the invalid provision cannot be modified to make it enforceable, it shall be severed from these Terms, and the remaining Terms shall be interpreted as if the severed provision had never been included.

The invalidity of a provision in a particular jurisdiction shall not affect the validity of that provision in any other jurisdiction, or the validity of any other provision.

3. Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of OTNEL to be effective.

A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, whether of the same or different nature.

No course of dealing or usage of trade shall be construed as a waiver of any provision of these Terms.

4. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. OTNEL may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Any attempted assignment in violation of this section shall be void. We may freely assign our rights to receive payment under these Terms to a third party without your consent.

In the event of a change of control of OTNEL, these Terms shall continue in full force and effect, and your rights and obligations shall not be materially diminished without notice.

5. Force majeure

OTNEL shall not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of telecommunications, internet, or third-party service providers.

If a force majeure event continues for more than thirty days, either party may terminate the affected Services upon written notice to the other party, without liability except for Fees already earned or accrued.

During a force majeure event, we will use commercially reasonable efforts to mitigate the impact and restore performance as soon as practicable.

6. Changes to terms

We may modify these Terms from time to time. If a change is material, we will provide notice through the web console or by email at least thirty (30) days before the change takes effect. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes.

If you do not agree to a material change, you must stop using the Services and cancel any paid subscription before the change takes effect. Your continued use after the effective date constitutes acceptance.

Material changes include changes to pricing, payment terms, acceptable use rules, liability limitations, governing law, or dispute resolution procedures. Non-material changes, such as clarifications or formatting updates, may be made without advance notice.

7. Electronic communications

You consent to receive communications from us electronically, including by email and through notices posted on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You are responsible for keeping your email address current in your Account settings. We are not liable if you fail to receive a notice because your contact information is outdated or because you filtered our messages as spam.

If you require a physical copy of a communication, you may request one from support, but we are not obligated to provide paper copies except where required by law.

8. Export control

You may not use, export, re-export, import, sell, or release the Services except as authorized by the laws of the jurisdiction in which you are located and any applicable international trade controls. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions or embargo.

You may not use the Services for any purpose related to nuclear, chemical, or biological weapons, missile technology, or other prohibited end uses under applicable export control laws.

You agree to comply with all applicable trade control laws and to provide information reasonably requested by us to verify compliance.

Contact

If you have any questions, concerns, or notices regarding these Terms, please contact us at the address below. We will respond to substantive inquiries as promptly as possible.

Legal notices. For formal legal notices, such as a subpoena, court order, or notice of dispute, please send the notice to the email address above or to the physical address on file with our registrar, if any. Electronic notices to the support email address are sufficient unless a specific law requires a different method.

Language. These Terms are written in English. Any translation provided for convenience is not binding, and in the event of a conflict, the English version shall prevail.

No waiver by silence. Failure to respond to a communication does not constitute a waiver of any right or defense under these Terms.

Updates. If our contact information changes, we will update this section and, where appropriate, notify users through the console or by email.