Terms of Use

1. Introduction

1.1 Agreement to Terms

Welcome to Local Operator ("Platform"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and the owner and operator of Local Operator, Radient Inc. ("Company", "we," "us," or "our"), governing your access to and use of our software platform, applications, and services, including but not limited to our downloadable software, cloud-based services, and any associated documentation (collectively, the "Services").

1.2 Acceptance of Terms

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1.3 Eligibility

You represent and warrant that you are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater. If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms "User," "you," or "your" shall refer to such entity.

1.4 Modifications to Terms

We reserve the right, at our sole discretion, to modify, alter, or otherwise update these Terms at any time. We will notify you of any material changes by posting the revised Terms on our website, sending you an email, or providing a notification through the Services. Your continued use of the Services after such modifications constitutes your binding acceptance of such changes. It is your responsibility to review these Terms periodically for updates.

2. Description of services

2.1 Platform Overview

Local Operator is a platform owned and primarily maintained by Radient Inc. in addition to ongoing contributions from the community. The platform allows users to run AI agents on their devices and integrate with third-party APIs such as Tavily API, Serp API, and others that may be added in the future. The platform brokers API integrations with various tools and services to enhance functionality.

2.2 Local Software

The Local Operator software is designed to be downloaded and installed on your device, allowing you to run AI agents locally. The software is licensed under the MIT License.

2.3 Hosted Service

Radient, Inc. offers an optional hosted service ("Cloud Platform"), which users can opt into. The Cloud Platform provides additional functionality and services beyond the local software installation. Standard API integration terms and conditions apply to this service.

2.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content, with or without notice. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

3. License and intellectual property

3.1 Software License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Local Operator software on your devices in accordance with the MIT License.

3.2 MIT License Terms

The Local Operator software is licensed under the MIT License, a copy of which can be found at https://github.com/damianvtran/local-operator/blob/main/LICENSE (opens in a new tab). The MIT License grants you certain rights, including the right to use, copy, modify, and distribute the software, subject to certain conditions. You are responsible for ensuring compliance with the MIT License terms.

3.3 No Warranty Under the MIT License

AS SPECIFIED IN THE MIT LICENSE, THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

3.4 Intellectual Property Rights

Except for the rights granted in the MIT License, all rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain exclusively with us and our licensors. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

3.5 Feedback

If you provide us with any feedback, suggestions, improvements, enhancements, or feature requests relating to the Services ("Feedback"), you grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose.

4. User accounts

4.1 Account Creation

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

4.3 Account Termination

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Services will immediately cease, and you must cease all use of the Services and delete any copies of the software in your possession.

5. User obligations and restrictions

5.1 Compliance with Laws

You must use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. You are solely responsible for ensuring that your use of the Services complies with applicable law.

5.2 Acceptable Use

You agree not to use the Services to:

1. a)Violate any applicable law, regulation, or these Terms;
2. b)Infringe the intellectual property rights of any third party;
3. c)Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
4. d)Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages;
5. e)Interfere with, disrupt, or create an undue burden on servers or networks connected to the Services;
6. f)Attempt to gain unauthorized access to the Services, user accounts, computer systems, or networks connected to the Services;
7. g)Harass, threaten, intimidate, or impersonate any other user of the Services or any of our employees, agents, or representatives;
8. h)Use the Services for any illegal or unauthorized purpose;
9. i)Use the Services to generate, distribute, publish, or facilitate the creation of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable.

5.3 Technical Restrictions

You agree not to:

1. a)Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, except to the extent such restriction is permitted by applicable law or to the extent permitted under the MIT License;
2. b)Modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us in writing or authorized under the MIT License);
3. c)Use the Services for timesharing or service bureau purposes or for any purpose other than your own personal or internal business use;
4. d)Remove or modify any proprietary markings or restrictive legends placed on the Services;
5. e)Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about users for any unauthorized purpose;
6. f)Create user accounts by automated means or under false or fraudulent pretenses;
7. g)Attempt to circumvent any technological measure implemented by us to protect the Services or enforce limitations on the use of the Services;
8. h)Develop any third-party applications that interact with the Services without our prior written consent.

5.4 API Usage and Rate Limits

If you use our APIs or integrate with third-party APIs through our Services, you agree to comply with all applicable API terms of service and rate limits. We reserve the right to limit or block API access for excessive usage or abuse.

5.5 Security Vulnerabilities

You must report any security vulnerabilities or breaches to us immediately upon discovery. You agree not to exploit any security vulnerabilities for any purpose other than reporting them to us.

6. User content

6.1 User Content Definition

"User Content" means any data, information, material, or content submitted, uploaded, published, displayed, linked to, or otherwise made available by you in connection with your use of the Services, including any data processed by AI agents through the Services.

6.2 Ownership of User Content

You retain all rights, title, and interest in and to your User Content. By submitting, uploading, or otherwise making available any User Content through the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit such User Content to provide, improve, and promote the Services.

6.3 User Content Representations and Warranties

You represent and warrant that:

1. a)You own or have the necessary rights, licenses, consents, and permissions to use and authorize us to use your User Content as described in these Terms;
2. b)Your User Content, and our use thereof, does not and will not infringe, misappropriate, or violate any third-party rights, including intellectual property rights, rights of publicity, or rights of privacy;
3. c)Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
4. d)Your User Content does not violate any applicable law, regulation, or rule.

6.4 User Content Monitoring and Removal

We do not control or actively monitor User Content and make no guarantees regarding the accuracy, integrity, quality, or appropriateness of any User Content. However, we reserve the right to review, screen, and delete any User Content at any time and for any reason, including if we believe such User Content violates these Terms, without prior notice to you.

7. Third-party services and content

7.1 Third-Party Services

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising or third-party APIs ("Third-Party Services").

7.2 No Endorsement

These Third-Party Services are provided solely as a convenience to you. We do not control, endorse, or assume any responsibility for any Third-Party Services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Services.

7.3 Third-Party Terms

Your use of Third-Party Services may be subject to additional terms, conditions, and policies established by the third-party providers. It is your responsibility to review and comply with any such terms.

8. Payments and billing

8.1 Fees

Certain aspects of the Services, such as the Cloud Platform, may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified. You are responsible for paying all fees associated with your use of the Services.

8.2 Payment Methods

We may use third-party payment processors to bill you through a payment account linked to your account. Payment processing services may be subject to separate terms and conditions established by the payment processors. By choosing to use paid aspects of the Services, you agree to pay us, through the payment processor, all charges at the prices then in effect for any use of such paid Services.

8.3 Recurring Billing

Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring charges for subsequent periods. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.

8.4 Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting us. Cancellations will take effect at the end of the current billing period. We do not provide refunds for unused portions of a subscription period.

8.5 Price Changes

We reserve the right to change our prices at any time. If we change the fees for a subscription service, we will provide notice of the change through the Services or by email at least 30 days before the change takes effect.

9. Disclaimers

9.1 Services Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

9.2 AI Output Disclaimer

YOU ACKNOWLEDGE THAT THE AI AGENTS AVAILABLE THROUGH THE SERVICES MAY GENERATE CONTENT OR OUTPUTS THAT MAY NOT BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR INTENDED PURPOSE. WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND DETERMINING THE APPROPRIATENESS AND SUITABILITY OF ANY AI-GENERATED CONTENT FOR YOUR INTENDED USE.

9.3 Third-Party Content Disclaimer

WE DO NOT CONTROL, ENDORSE, OR ADOPT ANY THIRD-PARTY CONTENT AND WILL HAVE NO RESPONSIBILITY FOR THIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION MATERIAL THAT MAY BE MISLEADING, INCOMPLETE, ERRONEOUS, OFFENSIVE, INDECENT, OR OTHERWISE OBJECTIONABLE. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS WITH THIRD PARTIES.

9.4 Internet Delays

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10. Limitation of liability

10.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI-GENERATED CONTENT.

10.2 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL OUR AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EXCEED THE GREATER OF (1) THE AMOUNT YOU PAID TO US FOR YOUR USE OF THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (2) $100 USD.

10.3 Exclusions

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification

11.1 Indemnification Obligation

You agree to defend, indemnify, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

1. a)Your violation of these Terms;
2. b)Your User Content;
3. c)Your use of the Services, including, but not limited to, any use of the Services' content, services, and products other than as expressly authorized in these Terms;
4. d)Your use of any information obtained from the Services;
5. e)Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or
6. f)Any claim that your User Content caused damage to a third party.

11.2 Cooperation

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

12. Dispute resolution

12.1 Informal Dispute Resolution

Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us at [email protected]. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or we may bring a formal proceeding.

12.2 Arbitration Agreement

You and we agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

12.3 Exceptions to Arbitration

Either party may assert claims in small claims court if the claims qualify. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

12.4 No Class Actions

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.5 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the jurisdiction in which Local Operator is headquartered, without regard to its conflict of law principles.

13. General provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and us concerning the Services. These Terms supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and us regarding the Services.

13.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

13.5 Notices

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. 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.

13.6 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.7 Export Control

You agree to comply with all export and import laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export, re-export, or import the Services or any direct product thereof in violation of any such restrictions, laws, or regulations, or without all necessary approvals.

13.8 U.S. Government End Users

The Services and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

13.9 Contact Information

If you have any questions about these Terms, please contact us at [email protected].

14. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.