Terms of Service & EULA — Red Warden Studios

Effective Date: July 19, 2026 (update to your public launch date if different) Last Updated: July 19, 2026 Publisher: Red Warden Studios LLC (operating through its Red Warden Bastion division) Product: LLypses (Windows Desktop and Android) Contact: support@redwardenstudios.com

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

"Software" means the LLypses application, including all versions, updates, patches, and accompanying documentation.
"Licensee" / "User" / "You" means the individual or entity that installs or uses the Software.
"Red Warden" / "We" / "Us" means Red Warden Studios LLC, the publisher of the Software.
"License Key" means the unique activation code issued to You upon purchase that unlocks the licensed features of the Software.
"API Keys" means authentication credentials obtained by User from Third-Party AI Providers for use with the Software.
"Third-Party AI Providers" means external AI service companies whose models are accessible through the Software, including but not limited to Google, OpenAI, xAI, Groq, Anthropic, Mistral, and Cohere.
"Third-Party Services" means the AI platforms, APIs, and services operated by Third-Party AI Providers.
"Input Data" means any text, images, files, or other content submitted by User through the Software.
"Outputs" means responses, analyses, or content generated by Third-Party AI Providers in response to Input Data.
"User Data" means collectively all Input Data and any other information provided by User in connection with the Software.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

2. Acceptance of Terms

By installing, launching, or using the Software, You agree to be bound by this End User License Agreement and Terms of Service ("Agreement"). If you do not agree to these terms, do not install or use the Software.

3. License Grant

Red Warden grants You a personal, non-exclusive, non-transferable, perpetual (unless terminated for breach as set forth in Section 13) license to install and use the edition of the Software for which You have obtained a valid license, on up to three (3) devices You own or control, solely for Your personal or internal business purposes. The Desktop edition and the Android edition are licensed separately; a license to one edition does not by itself grant a license to the other.

This license does not include the right to: - Distribute, sublicense, sell, or transfer the Software or Your License Key to any third party - Use the Software to develop a competing product or service - Remove or alter any proprietary notices, labels, or marks on the Software

4. Fees, Payment, and Refunds

(a) One-Time Purchase. The Software is licensed to You in exchange for a single, one-time license fee. LLypses is not a subscription. There are no recurring charges, no auto-renewals, and no ongoing fees payable to Red Warden. Because there is no recurring billing, there is no subscription to "cancel" — your license simply continues to function under the terms of this Agreement.

(b) Purchase Channels and Payment Processors. The Desktop (Windows) edition is sold through our third-party merchant of record, which handles checkout, payment processing, tax collection where applicable, and issuance of Your License Key. The Android edition is sold separately through the Google Play Store under Google's billing and licensing systems. Your payment and billing information is collected and handled by the applicable processor (our merchant of record or Google) under its own terms and privacy policy. Red Warden does not receive or store Your full payment card details.

(c) Delivery. The Software is a digital product. For the Desktop edition, upon successful payment Your License Key is delivered electronically (typically by email and/or on the confirmation screen), and delivery is deemed complete when the License Key is made available to You. For the Android edition, access is granted through Your Google Play account upon purchase.

(d) All Sales Final — No Refunds. Because the Software is a digital product delivered instantly and its functional value is provided immediately upon delivery of a working License Key, all sales are final and non-refundable, except where a refund is expressly required by applicable law or, for Android purchases, under the Google Play refund policy that governs that transaction. Full details are set out in our Refund Policy, which is incorporated into this Agreement by reference.

(e) AI Usage Costs Are Separate. LLypses runs on Your own Third-Party AI Provider API keys. Google's Gemini API free tier (see Section 8) may allow You to run the Software at no AI-usage cost on top of Your one-time license fee. That free tier is provided by Google for its own API. It is not a free trial of LLypses, and it does not provide access to LLypses without a purchased License Key.

(f) Support for Delivery or Activation Issues. If You do not receive Your License Key, or Your License Key does not activate, contact support@redwardenstudios.com and we will make commercially reasonable efforts to resolve the issue (including re-issuing a valid License Key). This is a support commitment and is separate from the no-refund policy in Section 4(d).

(g) Chargebacks. Initiating a chargeback or payment dispute on a License Key that was successfully delivered and activated, in circumvention of this Agreement and our Refund Policy, is a material breach and may result in immediate termination of Your license under Section 13.

(h) Taxes. Prices may be exclusive of applicable sales, use, VAT, GST, or similar taxes, which may be added at checkout by the merchant of record based on Your location.

5. Intellectual Property

The Software, including all source code, object code, user interface design, graphics, text, advisor and executive roster concept, Boardroom and Lounge room concepts, multi-model orchestration architecture, branding, and the "LLypses" name and logo, are the exclusive intellectual property of Red Warden Studios LLC and are protected by United States and international copyright, trademark, and other intellectual property laws.

User Data and Outputs: User retains ownership of all Input Data submitted through the Software. User also retains ownership of all Outputs generated in response to User's Input Data. Red Warden is granted a limited, non-exclusive, royalty-free license to process Input Data solely for the purpose of providing the Software's functionality. Red Warden does not claim ownership of, and will not use, User Data or Outputs for any other purpose without User's prior written consent.

All rights not expressly granted in this Agreement are reserved by Red Warden Studios LLC.

6. Restrictions — Prohibited Uses

You may NOT:

(a) Reverse Engineer or Decompile. You may not reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, or underlying logic of the Software or any component thereof. Notwithstanding the foregoing, decompilation or disassembly is permitted solely to the limited extent required for interoperability under applicable law (e.g., 17 U.S.C. § 1201(f)), provided that: (i) such activity is strictly limited to achieving interoperability with independently created software; (ii) the information obtained is not used for any other purpose; and (iii) such activity does not result in the creation of a competing product or service.

(b) Copy or Clone. You may not copy, reproduce, or create derivative works based on the Software's design, user interface, advisor/executive roster concept, or multi-model orchestration patterns for use in any competing product or service.

(c) Tamper or Modify. You may not modify, adapt, translate, or create derivative works of the Software.

(d) Circumvent Protection. You may not circumvent, disable, or interfere with any security features, license enforcement mechanisms, License Key validation, or access controls within the Software.

(e) Redistribute. You may not distribute, publish, or make the Software or Your License Key available to any third party through any means, including file sharing, unauthorized app stores, key resale, or direct transfer.

(f) Unlawful Use. You may not use the Software in violation of any applicable local, state, national, or international law or regulation.

Your use of the Software is additionally governed by our Acceptable Use Policy, available at https://redwardenstudios.com/acceptable-use.html, which is incorporated into these Terms by reference and sets out the categories of content you may not generate, request, or distribute using the Software. Violation of the Acceptable Use Policy is a violation of these Terms.

7. Bring Your Own Key (BYOK) — Third-Party API Services

LLypses requires You to provide Your own API Keys from Third-Party AI Providers to access most features.

(a) User Responsibility. You are solely responsible for obtaining, maintaining, and complying with the terms of service of any Third-Party Services You use through the Software. This includes all associated costs, usage limits, and acceptable use policies imposed by those providers. Red Warden is not a party to any agreement between You and a Third-Party AI Provider.

(b) Compliance. You shall comply with all terms, conditions, and acceptable use policies of all Third-Party AI Providers whose services You access through the Software. Red Warden is not responsible for monitoring or enforcing Your compliance with third-party terms.

(c) API Key Security. Your API Keys are stored locally on Your device and are never transmitted to Red Warden servers. You are solely responsible for the security, confidentiality, and proper use of Your API Keys.

(d) No Affiliation. Red Warden is not affiliated with, endorsed by, or sponsored by any Third-Party AI Provider. Use of Third-Party Services is governed by those providers' terms, not this Agreement.

(e) BYOK Liability. Red Warden is not liable for any loss, damage, cost, or claim arising from: (i) actions, outages, or data breaches by Third-Party AI Providers; (ii) Your breach of any third-party terms of service; or (iii) costs incurred from Your API usage. User shall indemnify and hold harmless Red Warden from any third-party claim arising from User's breach of Third-Party AI Provider terms or misuse of Third-Party Services.

8. Free Tier — Google Gemini

The Software may operate using Google's Gemini API free tier, which You may use to run the Software's core functionality at no AI-usage cost. This is a free tier provided by Google for its own API, not a free trial of LLypses, and it does not grant access to LLypses without a purchased License Key. It is subject to change or discontinuation at any time based on Google's policies. Red Warden makes no guarantee regarding the availability, performance, continuity, or data handling of any free-tier access provided by Google or any other Third-Party AI Provider.

9. AI-Generated Content — Specific Provisions

(a) No Training on User Data. Red Warden will not use Your Input Data to train, fine-tune, or improve any AI model without Your prior explicit written consent.

(b) Probabilistic Outputs. You acknowledge that Outputs are generated by Third-Party AI Providers using probabilistic inference methods and may contain errors, inaccuracies, or outdated information. Red Warden makes no representation regarding the accuracy, completeness, or reliability of any Output.

(c) Not Professional Advice. Outputs do not constitute professional legal, financial, medical, investment, or other licensed professional advice. You assume all risk for any decision made in reliance on Outputs generated through the Software.

(d) Regulatory Compliance. You are solely responsible for ensuring Your use of AI-generated Outputs complies with all applicable laws and regulations, including but not limited to emerging AI-specific regulations.

(e) Third-Party Training Policies. Red Warden has no control over whether Third-Party AI Providers use Your Input Data for their own model training. You should consult each provider's privacy policy and terms of service for information on their data usage practices.

10. Data and Privacy

(a) Local Storage. All conversation data, session history, and knowledge base entries are stored locally on Your device. Red Warden does not collect, access, or transmit Your conversation data or session content.

(b) API Transmission. When You send a message, the Software transmits Your Input Data directly to the Third-Party AI Provider associated with the addressed advisor. Such data is subject to that provider's privacy policy at the time of transmission. Red Warden is not responsible for how Third-Party AI Providers handle Your data.

(c) No Account Required. LLypses does not require You to create an account with Red Warden. Red Warden does not collect personally identifiable information through the Software itself.

(d) Security Measures. Red Warden implements reasonable technical measures to protect the Software from unauthorized access. However, Red Warden does not guarantee that the Software or Your locally stored data will be free from security vulnerabilities.

(e) Full Privacy Policy. Our collection and handling of information in connection with purchases and the Red Warden Studios website is described in our Privacy Policy, which is incorporated into this Agreement by reference.

(f) Regulatory Compliance. To the extent that User Data includes personal data subject to applicable data protection laws (including GDPR or CCPA), User is responsible for ensuring that their collection and processing of such data complies with applicable law.

11. Updates and Auto-Updater

The Software may automatically download and install updates. Updates may add, modify, or remove features. Red Warden will publish updated terms when material changes are made. Continued use of the Software after an update constitutes acceptance of any revised terms published at that time.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. RED WARDEN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RED WARDEN DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VULNERABILITIES, OR THAT ANY DEFECTS WILL BE CORRECTED.

13. Termination

(a) Termination for Breach. Either party may terminate this Agreement for material breach not cured within thirty (30) days after written notice specifying the breach in reasonable detail.

(b) Immediate Termination. Red Warden may terminate this Agreement immediately upon: (i) User's insolvency, bankruptcy, or cessation of business; (ii) User's violation of Section 6 (Prohibited Uses); (iii) a chargeback or payment dispute made in breach of Section 4(g); or (iv) User's use of the Software in a manner that creates legal liability for Red Warden.

(c) Effect of Termination. Upon termination, Your license to use the Software immediately ceases. You must uninstall and delete all copies of the Software in Your possession. Sections 4, 5, 7, 9, 10, 12, 14, 15, 16, 17, 18, and 19 survive termination.

14. Indemnification

You shall indemnify, defend, and hold harmless Red Warden Studios LLC and its officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Your use of the Software in violation of this Agreement; (ii) Your breach of any Third-Party AI Provider's terms of service; (iii) Your violation of any applicable law or regulation; or (iv) any claim that Your Input Data infringes a third party's intellectual property rights.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL RED WARDEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) RED WARDEN'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (i) THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (ii) TEN DOLLARS ($10.00).

(c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Governing Law and Dispute Resolution

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, United States of America, without regard to its conflict-of-law principles.

(b) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Kentucky. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(c) Class Action Waiver. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT, YOU WAIVE ANY RIGHT TO A JURY TRIAL.

(d) Injunctive Relief. Notwithstanding the foregoing, Red Warden may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights without first submitting to arbitration.

17. Assignment

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Red Warden may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

18. Miscellaneous

(a) Entire Agreement. This Agreement, together with the Acceptable Use Policy, Refund Policy, and Privacy Policy incorporated by reference, constitutes the entire agreement between You and Red Warden with respect to the Software and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral.

(b) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

(c) Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, internet outages, or Third-Party AI Provider service interruptions.

(d) Waiver. No waiver by Red Warden of any breach of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.

(e) Notices. Any notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by each party. Red Warden's contact is set forth in Section 19.

(f) Updates to This Agreement. Red Warden reserves the right to update this Agreement. Material changes will be communicated through the Software or via the contact email You have provided. Continued use after notice of changes constitutes acceptance.

19. Contact

For legal inquiries, licensing questions, support, or to report violations:

Red Warden Studios LLC United States support@redwardenstudios.com

Related policies: Acceptable Use Policy · Privacy Policy · Refund Policy