CALLIOPE AI DESKTOP — END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, LAUNCHING, OR USING THE CALLIOPE AI DESKTOP APPLICATION, YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT.
Calliope Labs Inc 80 SW 8th St, Ste 2000 Miami, FL 33130 legal@calliope.ai
This End User License Agreement ("EULA" or “Agreement”) is a legal contract between you — the individual installing, accessing, or using the Application — and Calliope Labs Inc, a Delaware corporation ("Calliope AI", “we”, “we”, “our”, or “us”). If you are using the Application on behalf of an employer, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this EULA, and “you” includes that entity.
If you do not agree to this EULA, do not install, launch, or use the Application. You may instead uninstall the Application from your device.
1. The Application
1.1 What It Is. Calliope AI Desktop (the “Application”) is a desktop application — currently distributed as “Calliope AI Desktop” / “lab-desktop” — that provides a local interface to Calliope AI’s cloud and on-device services, including:
- The Calliope AI Workbench AI Lab (JupyterHub / JunoHub-style notebooks);
- The Calliope AI Workbench AI IDE;
- Calliope AI notebooks, files, projects, and workspace tooling;
- Integrations to third-party AI model providers via your own API keys (BYOK — see Section 6).
1.2 What It Connects To. The Application is a client. It connects to:
- Calliope AI’s backend services (where you have a Calliope AI account and/or subscription);
- Third-party AI model providers you configure (via your own API keys);
- Optionally, your own infrastructure if you operate Calliope AI in BYOC, On-Prem, or Air-Gapped configurations.
1.3 Subscription May Be Required. Some features of the Application require a paid Calliope AI subscription. See https://calliope.ai/pricing for current plans. The Application may operate in a reduced-feature mode (or not at all) without a valid Calliope AI account.
2. License Grant
Subject to your compliance with this EULA, Calliope AI grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to:
- (a) Install the Application on up to three (3) devices that you own or control;
- (b) Use the Application for your personal use or for the internal business purposes of the organization that authorized your use;
- (c) Use the Application in accordance with your Calliope AI subscription terms (the Master Services Agreement, Order Form, and applicable plan), the Calliope AI Acceptable Use Policy, and this EULA.
This is a license, not a sale. All rights not expressly granted are reserved by Calliope AI.
3. Restrictions
You shall not, and shall not permit any third party to:
- (a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Application, except to the extent expressly permitted by applicable law notwithstanding this restriction;
- (b) Copy, redistribute, sublicense, lease, rent, sell, or otherwise transfer the Application to any third party;
- (c) Modify, adapt, translate, or create derivative works of the Application or any part of it;
- (d) Remove, obscure, or alter any proprietary notices, labels, copyright marks, or trademarks on or in the Application;
- (e) Use the Application in any manner that violates Calliope AI’s Acceptable Use Policy (https://calliope.ai/legal/acceptable-use) , including but not limited to: developing competing products; producing illegal, infringing, harassing, or harmful content; circumventing security measures; or breaching applicable law;
- (f) Use automated tools, bots, scripts, or other means to access the Application beyond its designed, interactive use;
- (g) Use the Application to engage in any activity that interferes with or disrupts Calliope AI’s services or any third-party services accessed through the Application;
- (h) Bypass, disable, or circumvent any license enforcement, authentication, or access-control mechanism in the Application;
- (i) Use the Application in any application where failure could reasonably be expected to result in death, personal injury, or severe physical or environmental damage (e.g., life-support, nuclear, aviation control), unless expressly authorized by Calliope AI under a separate agreement;
- (j) Export, re-export, or transfer the Application in violation of U.S. or other applicable export control or sanctions laws.
4. Account & Subscription
4.1 Account Required. Most functionality of the Application requires a valid Calliope AI account. You are responsible for completing the account creation process accurately and keeping your account information current.
4.2 Credentials. You are solely responsible for the security of your account credentials, API keys, and authentication tokens. Do not share credentials. You shall notify Calliope AI at security@calliope.ai immediately upon learning of any unauthorized access to your account.
4.3 Subscription Terms. Where you have purchased a paid Calliope AI subscription (whether individually or through your employer), the subscription terms (MSA, Order Form, applicable plan) apply in addition to this EULA. To the extent of conflict between the subscription terms and this EULA with respect to Application use, the subscription terms control.
4.4 Revocation of Access. Calliope AI may suspend or revoke your access to the Application or your account if you violate this EULA, the Acceptable Use Policy, or applicable law, or if Calliope AI’s relationship with the organization that authorized your use is terminated.
5. Auto-Updates
5.1 Update Mechanism. The Application may automatically check for, download, and install updates, including bug fixes, security patches, performance improvements, new features, and removal of deprecated features.
5.2 Updates Are Part of the Application. Updates installed under this Section 5 are part of “the Application” and are subject to this EULA.
5.3 Required Updates. You may be required to install certain updates (particularly security and compatibility updates) to continue using the Application. Calliope AI may discontinue support for older versions.
5.4 Major Version Updates. Major version updates that materially change the Application’s functionality or terms may require you to re-accept this EULA (or a revised version) before use.
5.5 Update Settings. Where the Application provides settings to control update behavior, you may adjust those settings, except where an update is required for security or compatibility.
6. BYOK & Third-Party Services
6.1 BYOK (“Bring Your Own Key”). The Application allows you to connect to third-party AI model providers (such as OpenAI, Anthropic, Google, Cohere, and others) using your own API keys. You configure these connections in the Application’s settings.
6.2 Your Responsibility for BYOK. You are solely responsible for:
- (a) The security of your API keys (store them carefully; do not commit them to source control or share them);
- (b) Compliance with the terms of service, acceptable use policies, and data processing terms of each third-party model provider;
- (c) All fees, charges, rate limits, and quotas billed by third-party model providers as a result of your use of the Application;
- (d) The content of prompts you send and the use you make of model outputs.
6.3 Data Flow Under BYOK. When you use a BYOK connection, your prompts and the model’s outputs flow directly between the Application running on your device and the third-party provider you have configured. Calliope AI does not intercept, log, or store the content of this BYOK traffic in the ordinary course of your use of the Application. Telemetry and diagnostics (Section 7) describe the limited operational data Calliope AI does collect.
6.4 No Endorsement. Calliope AI’s enablement of BYOK connections does not constitute endorsement of any specific third-party provider. Third-party provider availability and behavior are subject to change by the providers.
6.5 Other Third-Party Services. The Application may also offer integration with other third-party services (file storage, databases, version control, identity providers). Your use of those services is subject to their own terms; Calliope AI is not responsible for them.
7. Data Collection & Telemetry
7.1 Telemetry. The Application may collect limited usage telemetry, including:
- Application version, operating system, locale, and hardware class;
- Feature usage events (which features you used, how often, in aggregate);
- Crash reports, error logs, and performance metrics;
- General connectivity health (success/failure rates of calls to Calliope AI’s backend).
7.2 What Telemetry Does NOT Include. Telemetry does not include:
- The content of your notebooks, files, prompts, or AI model outputs;
- Your data, datasets, or queries to your databases;
- Your API keys or credentials;
- BYOK traffic content;
- Identifiable personal data beyond what is necessary for account/session correlation.
7.3 Opt-Out. You may opt out of optional telemetry in the Application’s settings. Some baseline operational telemetry (e.g., crash reports needed to triage stability issues, license/authentication signals) is required for the Application to function and cannot be disabled.
7.4 Privacy. Calliope AI’s collection and use of personal data is described in the Calliope AI Privacy Policy at https://calliope.ai/privacy . The Privacy Policy is incorporated into this EULA by reference. Where you use the Application on behalf of an organization with a separate Calliope AI agreement (e.g., MSA + DPA), the data handling terms of that agreement apply.
7.5 Local Data. Notebooks, files, configurations, and other data you create or store locally via the Application reside on your device (or on the storage/cloud you configure). Calliope AI does not have access to local data except as you upload, sync, or share it through configured services.
8. Intellectual Property
8.1 Application IP. The Application — including all software, source code, object code, designs, user interfaces, documentation, and content provided by Calliope AI — is the proprietary property of Calliope AI (or its licensors), is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws, and is licensed (not sold) to you. All rights not expressly granted are reserved.
8.2 Your Content. You retain ownership of the data, code, notebooks, prompts, files, and other content you create or upload via the Application ("Your Content"). Calliope AI claims no ownership of Your Content.
8.3 AI-Generated Outputs. AI-generated outputs returned to you via the Application are owned by you to the extent permitted by (a) applicable law and (b) the terms of the third-party AI model provider whose model produced the output. You acknowledge that outputs from AI models may not be subject to copyright in some jurisdictions and may be similar to outputs returned to other users.
8.4 Feedback. Any feedback, suggestions, bug reports, or improvement ideas you provide to Calliope AI may be used by Calliope AI without restriction or compensation to you.
8.5 Open-Source Components. The Application may include open-source software components, each of which is licensed under its own open-source license. License notices and attributions for those components are available in the Application’s About or Licenses section, or in the source tree where applicable. Open-source components are governed by their respective licenses, which prevail over any conflicting terms of this EULA solely to the extent of the conflict and only with respect to those components.
8.6 Trademarks. “Calliope AI”, “Calliope AI”, the Calliope AI logo, “AI Lab”, “AI IDE”, “JunoHub”, “Zentinelle”, and other Calliope AI marks are trademarks of Calliope Labs Inc. Other names mentioned may be trademarks of their respective owners.
9. Updates to This EULA
9.1 Right to Update. Calliope AI may update this EULA from time to time. We will notify you of material updates by one or more of: (a) an in-Application notification; (b) email to the address associated with your Calliope AI account; (c) a notice on calliope.ai/legal; or (d) a re-acceptance prompt at next launch.
9.2 Effective Date. Updates take effect on the date specified in the notice (no earlier than the date of notice). Your continued use of the Application after the effective date constitutes acceptance of the updated EULA. If you do not agree, your sole remedy is to stop using the Application and uninstall it.
9.3 Material Changes Require Re-Acceptance. For material changes (such as changes to license scope, restrictions, payment terms, governing law, or dispute resolution), Calliope AI will require explicit re-acceptance at next launch.
10. Warranties & Disclaimers
10.1 Limited Warranty. Calliope AI warrants that, for thirty (30) days from your first installation of a given version of the Application, the Application will substantially perform in accordance with its published documentation. Your sole remedy for a breach of this warranty is for Calliope AI to use commercially reasonable efforts to correct the non-conformity or, if Calliope AI is unable to do so, to terminate your license and refund any fees you have paid for that version.
10.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND CALLIOPE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
10.3 NO WARRANTY OF AVAILABILITY OR ACCURACY. CALLIOPE DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; OR THAT AI OUTPUTS OR INTEGRATIONS WILL BE ACCURATE, RELIABLE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.
10.4 AI Outputs. AI systems are non-deterministic by nature. The same prompt or instruction may produce different outputs on different runs; outputs may vary in correctness, safety, and completeness across executions and over time as underlying models change. AI-generated outputs may contain inaccuracies, biases, fabrications (“hallucinations”), or content that is offensive, infringing, or otherwise problematic. You are responsible for reviewing and validating all AI outputs before relying on them. Because outputs are non-deterministic, you cannot assume that an output correct once will be correct again. Do not rely on AI outputs as a substitute for professional advice (legal, medical, financial, or otherwise) without independent verification.
10.5 AI Agent Operations. The Application may enable AI agents to autonomously perform actions on your local device or connected services, including executing code, modifying or deleting files and data, querying or writing to databases, and invoking external APIs. These actions may be irreversible. Because AI is non-deterministic, agents may behave differently across runs — even with identical inputs or prior successful outcomes. The Application is designed to support human oversight and supervision; it is not intended to operate as a fully autonomous system without a qualified human actively monitoring execution.
You are required to:
- (a) Understand and supervise agent operations before, during, and after execution. Running agents unattended against production systems, live databases, or sensitive environments is done entirely at your own risk.
- (b) Enable human-in-the-loop confirmation checkpoints before allowing agents to take any irreversible action (file deletion, database writes, deployments, API calls with side effects). Calliope AI is not responsible for consequences from agents configured to act without human confirmation.
- (c) Use read-only credentials for agents that interact with databases, data warehouses, or external APIs. Providing autonomous agents with write or administrative access without full understanding of the consequences creates risk of unintended data modification or loss for which Calliope AI is not liable.
Calliope AI is not a model provider. The Application sends your instructions and context to third-party AI model providers (such as Anthropic, OpenAI, Google, and others) that you configure. Agent behavior, decisions, and outputs are determined by those third-party models. Calliope AI does not control third-party model behavior and is not responsible for agent actions or outputs that result from model responses.
11. Limitation of Liability
11.1 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLIOPE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA AND YOUR USE OF THE APPLICATION SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100); OR (B) THE TOTAL FEES YOU PAID TO CALLIOPE FOR THE APPLICATION OR ASSOCIATED SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLIOPE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS EULA, EVEN IF CALLIOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 ALLOCATION OF RISK. YOU ACKNOWLEDGE THAT CALLIOPE WOULD NOT PROVIDE THE APPLICATION WITHOUT THESE LIMITATIONS AND THAT THE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK.
11.4 LOCAL LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED IN YOUR JURISDICTION, THEY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND CALLIOPE’S LIABILITY IS LIMITED TO THE LOWEST AMOUNT PERMITTED BY LAW.
12. Termination
12.1 Termination by Calliope AI. Calliope AI may terminate this EULA and your license to use the Application immediately upon notice if you breach this EULA or the Acceptable Use Policy. Calliope AI may also remotely disable the Application or your account in such circumstances.
12.2 Termination by You. You may terminate this EULA at any time by uninstalling the Application from all of your devices and ceasing all use.
12.3 Effect of Termination. Upon termination:
- Your license to use the Application immediately ends;
- You shall promptly uninstall the Application from all your devices and destroy or delete any copies in your possession;
- Calliope AI may remotely disable your access to features that require connection to Calliope AI’s services;
- Sections that by their nature survive (Restrictions, IP, Disclaimers, Limitation of Liability, Dispute Resolution, General) survive.
12.4 Your Data on Termination. Termination of this EULA does not affect your ownership of Your Content. Your access to Your Content stored in Calliope AI’s cloud services is governed by your subscription terms (MSA or Terms of Service). Locally stored content remains under your control.
13. Export Control & Sanctions
You represent and warrant that:
- You are not located in, under the control of, or a national or resident of any country, region, or jurisdiction subject to comprehensive U.S. or other applicable sanctions, including (as of the date of this EULA) Cuba, Iran, North Korea, Syria, and the Crimea/DNR/LNR regions of Ukraine;
- You are not listed on any U.S. or other applicable denied-parties list (including the U.S. Treasury OFAC Specially Designated Nationals list and the U.S. Commerce Entity List);
- You will not use, export, re-export, transfer, or release the Application in violation of any applicable export control or sanctions law.
14. U.S. Government End Users
The Application is “Commercial Computer Software” and “Commercial Computer Software Documentation” under FAR 12.212 and DFARS 227.7202. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is governed solely by the terms of this EULA, and all other use is prohibited.
15. General
15.1 Entire Agreement (Application Use). This EULA constitutes the entire agreement between you and Calliope AI with respect to your use of the Application. For enterprise customers, this EULA does not replace the Master Services Agreement, Order Form, DPA, or other commercial agreements governing the Calliope AI subscription; rather, this EULA governs your individual use of the Application as an end user. Where this EULA conflicts with an applicable enterprise MSA on subject matter expressly covered by both, the MSA controls.
15.2 Authority to Bind Employer. If you are using the Application on behalf of an employer or organization, you represent that you have the authority to bind that entity to this EULA, and references to “you” include the entity.
15.3 Governing Law. This EULA is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.4 Dispute Resolution and Arbitration. Any dispute arising out of or relating to this EULA that the parties cannot resolve through good-faith negotiation within thirty (30) days shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individual end users) or Commercial Arbitration Rules (for business end users). The arbitration shall be held in Wilmington, Delaware, before a single arbitrator. Either party may seek injunctive relief in court to protect intellectual property without first proceeding to arbitration. Where you are an individual end user, this Section 15.4 is subject to any non-waivable rights you may have under applicable local consumer protection law.
15.5 Class Action Waiver. YOU AND CALLIOPE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING — except where this waiver is not permitted by applicable law.
15.6 Notices. Calliope AI may give you notice by in-Application notification, by email to the address on file with your account, or by posting at calliope.ai/legal. You may give Calliope AI notice at legal@calliope.ai or by mail to Calliope Labs Inc, 80 SW 8th St, Ste 2000, Miami, FL 33130.
15.7 Assignment. You may not assign or transfer this EULA without Calliope AI’s prior written consent. Calliope AI may assign this EULA to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
15.8 Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions remain in full force and effect.
15.9 No Waiver. Calliope AI’s failure to enforce any provision is not a waiver of that or any other provision.
15.10 Headings. Headings are for convenience and do not affect interpretation.
15.11 Contact. Questions about this EULA may be directed to legal@calliope.ai .
