DeepKey Terms of Service

Last Updated: 8/26/25

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BY PURCHASING, UNBOXING, OR USING THE DEEPKEY PRODUCT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PRODUCT AND RETURN IT TO THE POINT OF PURCHASE IN ACCORDANCE WITH THE APPLICABLE RETURN POLICY.

This Terms of Service ("Agreement") is a legal agreement between you ("User," "you," or "your") and DeepKey ("Company," "we," "us," or "our"), the provider of the DeepKey offline AI assistant USB drive.

This Agreement governs your purchase and use of the DeepKey hardware device ("Hardware"), the pre-installed software application, the embedded large language models (LLMs), any optional data packs, and any related updates or documentation (collectively, the "Product").

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1. The Product: Offline AI and Data Sovereignty

DeepKey is a unique Product designed for privacy and data sovereignty. It consists of:

• Hardware: A physical USB drive that houses the Software.
• Software: A proprietary desktop application that provides a user interface and API for interacting with the AI models.
• AI Models: Pre-loaded, open-weight large language models that run entirely on your local computer.
• Data Packs (Optional): Optional, domain-specific datasets that can be purchased to enhance the AI Models' capabilities.

Crucially, all AI processing and data interaction occur locally on your machine. We do not have access to, collect, or store any of the content, prompts, or data you generate or process using the Product ("User-Generated Content"). Your privacy and data control are fundamental to the Product's design.

2. Software License Grant

Subject to the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, perpetual license to:

• a. Use the Software: Run and use the Software included with the Product on any compatible computer that you own or control.
• b. Intended Purpose: Use the Product for its intended purpose as a private, offline AI assistant for personal, research, professional, or development use.

This is a license, not a sale. You own the physical Hardware, but we (and our licensors) retain all ownership and intellectual property rights to the Software and any proprietary components of the Product.

3. Restrictions on Use

You agree not to, and not to permit others to:

• a. Resell or Distribute Software: Resell, lease, rent, redistribute, or sublicense the Software component of the Product. You may resell the entire physical Product (Hardware with its embedded Software) as a used item.
• b. Reverse Engineer: Reverse engineer, decompile, disassemble, or attempt to derive the source code of the proprietary Software application, except to the extent that this restriction is expressly prohibited by applicable law.
• c. Modify or Create Derivatives: Modify, adapt, or create derivative works based on the proprietary Software application.
• d. Circumvent Security: Remove, alter, or obscure any proprietary notices or labels on the Product or attempt to circumvent any security measures.
• e. Unlawful Use: Use the Product to generate content or engage in any activity that is illegal, harmful, fraudulent, infringing, or offensive. This includes, but is not limited to, creating hate speech, generating malicious code, promoting violence, or producing content that violates the rights of others.

4. Third-Party and Open-Source Components

You acknowledge that the Product incorporates open-weight AI Models and other open-source software components ("OSS Components"). Your use of these OSS Components is subject to the terms and conditions of their respective open-source licenses (e.g., Llama 3 Community License, Apache 2.0, MIT License).

• A list of major OSS Components and their licenses may be included in the Product's documentation or "About" section.
• To the extent the terms of an open-source license conflict with this Agreement, the terms of the open-source license will prevail with respect to that specific OSS Component.
• The disclaimers and limitations of liability in this Agreement shall apply to all components of the Product, including the OSS Components.

5. User Responsibilities & Acknowledgment of AI Limitations

You are solely responsible for your use of the Product and for all User-Generated Content. You acknowledge and agree to the following:

• a. AI Output is Not Fact: The AI Models are probabilistic systems. Outputs may be inaccurate, incomplete, biased, nonsensical, or contain "hallucinations." They do not represent "truth" or the "entirety of human knowledge."
• b. No Professional Advice: The output generated by the Product is not a substitute for professional advice. You must not rely on the output for medical, legal, financial, or any other professional guidance. Always consult with a qualified expert. The inclusion of domain-specific Data Packs (e.g., law, medicine) does not change this; they are for informational and research assistance only.
• c. Critical Evaluation: You are responsible for critically evaluating any output from the Product before using or relying on it for any purpose.
• d. Responsibility for Creations: You assume full responsibility for any decisions made or actions taken based on the output of the Product.

6. Software Updates

We may, at our sole discretion, provide updates to the Software and AI Models via an included updater application ("Updater").

• Updates may include bug fixes, performance improvements, new features, or updated AI Models.
• While the Updater is designed to be automated, you are responsible for maintaining an internet connection to receive and install updates if you wish to do so.
• We have no obligation to provide any specific updates or to continue supporting older versions of the Software or AI Models. Updates may modify or remove existing functionalities.

7. Hardware Limited Warranty

We warrant the physical Hardware against defects in materials and workmanship under normal use for a period of one (1) year from the date of original purchase ("Warranty Period").

• Exclusions: This warranty does not cover damage resulting from accident, misuse, abuse, neglect, liquid contact, improper storage, unauthorized modification, or other external causes. It also does not cover cosmetic damage or normal wear and tear.
• Remedy: If a valid claim is received within the Warranty Period, our sole obligation will be, at our option, to either (1) repair the Hardware, (2) replace the Hardware with a new or refurbished product of equivalent function, or (3) refund the original purchase price.
• Process: To make a warranty claim, please contact our support at support@deepkey.tech for instructions. Proof of purchase is required.

8. Disclaimer of Warranties

EXCEPT FOR THE LIMITED HARDWARE WARRANTY STATED IN SECTION 7, THE PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM 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.

WE DO NOT WARRANT THAT:

• (I) THE PRODUCT WILL MEET YOUR REQUIREMENTS;
• (II) THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE;
• (III) THE OUTPUTS GENERATED BY THE AI MODELS WILL BE ACCURATE, RELIABLE, COMPLETE, OR SAFE; OR
• (IV) ANY DEFECTS IN THE PRODUCT WILL BE CORRECTED.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PRODUCT;
• (II) ANY OUTPUT, CONTENT, OR CONDUCT OBTAINED FROM THE PRODUCT;
• (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PRODUCT BY ANY THIRD PARTY (EVEN IF INCLUDED IN AN UPDATE); OR
• (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF THE PROCESSING OCCURS LOCALLY.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS RELATING TO THE PRODUCT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your use of the Product; (b) your violation of this Agreement; or (c) your violation of any law or the rights of any third party.

11. API Usage

If you use the API exposed by the Software, you agree to do so in a manner that does not abuse or disrupt the normal functioning of the Software or your host computer. We are not responsible for the stability or performance of any third-party applications you build using the API if made available.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of San Jose, California, without regard to its conflict of law principles.

Any dispute arising from or relating to this Agreement shall be resolved through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The arbitration will be conducted in San Jose, California under the rules of the American Arbitration Association.

13. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between you and the Company concerning the Product and supersedes all prior or contemporaneous understandings.
• Severability: If any provision of this Agreement is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.
• Changes to Terms: We reserve the right to modify this Agreement for future versions of the Product. If you purchase a new Product after an update to these terms, the new terms will apply. For the Product you have already purchased, these terms will continue to apply.
• Contact Information: For any questions about this Agreement, please contact us at support@deepkey.com.