Master Subscription Agreement (Terms of Service)

Effective Date: 17 January 2026Version: 1.0

This Master Subscription Agreement ("Agreement") is entered into by and between Loc.ai Ltd ("Loc.ai", "we", "us"), a company registered in England and Wales, and the entity or person agreeing to these terms ("Customer", "you"). By creating an account, accessing the Loc.ai Platform, or deploying Aventail^™ Link, you agree to be bound by this Agreement.

1. Definitions

"Control Plane" means the hosted SaaS dashboard, API, and orchestration layer provided by Loc.ai at dashboard.locai.co.uk.
"Aventail^™ Link" means the downloadable edge agent software installed on Customer devices.
"Authorized Node" means a single hardware environment (physical device, virtual machine, or container) running an active instance of Aventail^™ Link that is authenticated against the Customer's Account.
"User Content" means data, models, or inference results processed by the Customer using the Service.

2. Access & Licensing

2.1 Grant of Access

Subject to this Agreement and payment of applicable fees, Loc.ai grants Customer a non-exclusive, non-transferable right to access and use the Control Plane during the Subscription Term.

2.2 Aventail^™ Link License

The use of the installed Aventail^™ Link agent is governed by the Business Source License 1.1 (BSL) included with the software. This Agreement governs the management of those agents via the Control Plane.

3. Fees, Entitlements & Overages

3.1 Subscription Tiers

Access to the Control Plane is purchased via Subscription Tiers (e.g., "Starter", "Growth", "Enterprise") as set forth on our Pricing Page. Each Tier grants specific entitlements, including:

A defined number of Authorized Nodes.
A defined allowance of Cloud Storage (GB).

3.2 Expansion (Add-on Nodes)

Customer may purchase additional Authorized Nodes beyond their Tier's base allowance ("Add-on Nodes"). Add-on Nodes are billed at the rate specified in the Order Form or Pricing Page.

3.3 Usage-Based Fees (Pay-As-You-Go)

Certain features are billed on a consumption basis once Tier allowances are exceeded:

Storage Overage: Storage usage in excess of the Tier allowance is billed at the then-current GB/month rate.
Egress Overage: Data egress in excess of the Tier allowance is billed at the then-current per-GB rate.

3.4 True-Up & Node Overages

Customer may install Aventail^™ Link on an unlimited number of devices.
Loc.ai monitors the number of Authorized Nodes actively connected to the Control Plane.
If the number of active Authorized Nodes exceeds the sum of the Customer's Tier allowance plus purchased Add-on Nodes, Loc.ai reserves the right to bill for the overage at the standard on-demand rate at the end of the billing cycle.

3.5 Payment

Base Subscription Fees: Billed in advance (monthly or annually).
Usage & Overages: Billed in arrears at the end of the billing month based on actual consumption.
Unpaid amounts are subject to suspension of access to the Control Plane.

4. Data Privacy & Security

4.1 Data Processing

To the extent Loc.ai processes Personal Data on behalf of Customer (e.g., account details, device IP addresses), the terms of the Loc.ai Data Processing Addendum (DPA) are hereby incorporated by reference.

4.2 Zero Data Egress (Inference Data)

Loc.ai acknowledges that its architecture is designed on a "Zero Data Egress" principle for inference data. We do not access, store, or process the content of your inference requests (images, text, video) unless you explicitly configure the Service to route such data to our cloud storage.

4.3 Telemetry

Customer acknowledges that Authorized Nodes transmit "Operational Metadata" (heartbeats, uptime, version info) to the Control Plane to function. This is not considered User Content.

5. Warranties & Disclaimers

5.1 "AS IS" Service

THE SERVICE (INCLUDING THE CONTROL PLANE AND AVENTAIL^™ LINK) IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

5.2 No Uptime Guarantee

While we aim for high availability, we do not guarantee 99.9% uptime in this version of the Service. We are not liable for downtime caused by platform updates, internet outages, or beta functionality.

6. Limitation of Liability

6.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOC.AI'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6.2 Exclusion of Damages

WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF DATA, BUSINESS, OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. General

7.1 Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes shall be resolved in the courts of London, UK.

7.2 Modifications

We may update this Agreement from time to time. If a change is material, we will notify you via email. Continued use after the update constitutes acceptance.

7.3 Contact Us

If you have any questions about this Agreement, please contact us at: hello@locai.co.uk