End-User License Agreement
This End-User License Agreement ("EULA") is a binding contract between you ("Licensee," "you," or "your") and Okeke LLC, a Texas limited liability company doing business as Sapphires ("Okeke," "we," "us," or "our"), governing your use of the Sapphires platform and any associated software, dashboards, agents, and documentation (collectively, the "Software"). By accessing or using the Software you agree to be bound by this EULA. If you do not agree, do not use the Software.
1. License Grant
Subject to your continued compliance with this EULA and the Terms of Service, Okeke grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business operations during the term of your subscription or written engagement with Okeke.
No rights are granted to you by implication, estoppel, or otherwise other than those expressly set forth in this EULA. Okeke reserves all rights not expressly granted.
2. License Scope
- Per-business. Your license is scoped to the businesses you create or are invited to within the Software. You may not use the Software on behalf of any third party that has not entered its own engagement with Okeke.
- Invitation-only. Account creation is currently invitation-only. The license granted to you does not authorize you to onboard third-party businesses without our prior written consent.
- Modules. The capabilities available to your business are determined by the modules enabled on your account. Enabling additional modules may be subject to additional fees as agreed in writing.
3. Restrictions
You will not, and will not permit any third party to:
- Copy, modify, translate, or create derivative works of the Software;
- Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that applicable law expressly permits despite this limitation;
- Sell, lease, sublicense, rent, distribute, or otherwise transfer the Software or any rights granted under this EULA;
- Remove, alter, or obscure any proprietary notices on the Software;
- Use the Software to build a competing product or service;
- Use the Software in violation of any applicable law, including export-control, sanctions, anti-spam, privacy, or telecommunications laws;
- Bypass or attempt to bypass authentication, rate limits, or access controls; or
- Use the Software to send unsolicited marketing communications, malware, or any content that infringes third-party rights.
4. Ownership
The Software, including all intellectual property rights therein, is and will remain the exclusive property of Okeke LLC and its licensors. This EULA does not transfer to you any title or ownership interest in the Software. The Sapphires name, logo, and visual identity are trademarks of Okeke LLC; you may not use them without our prior written consent.
5. Your Data
You retain all rights to the data your business uploads or generates inside the Software ("Customer Data"). You grant Okeke a limited license to host, process, transmit, and back up Customer Data solely to the extent necessary to operate and improve the Software. Okeke will not sell Customer Data, use it to train third-party AI models, or use it for advertising. See our Privacy Policy for details.
6. AI-Assisted Features
The Software includes AI-assisted features that may generate drafts, extract structured data from documents, summarize records, or suggest actions. AI output is provided as a working draft for human review. You acknowledge that:
- AI output may be inaccurate, incomplete, or otherwise unsuitable for your purposes.
- AI output is not professional legal, financial, medical, or other licensed advice.
- You are solely responsible for reviewing, verifying, and approving AI output before relying on it or distributing it to any third party.
7. Third-Party Integrations
The Software lets you connect third-party services (Microsoft, Google, Stripe, QuickBooks, Facebook/Meta, LinkedIn, and others). Your use of those services is governed by their respective terms and privacy policies, not by this EULA. Okeke is not responsible for any third-party service's availability, accuracy, or content.
8. Updates
Okeke may, at its discretion, release updates, patches, or new versions of the Software. Updates are licensed under this EULA unless they are accompanied by a separate license, in which case the separate license controls.
9. Term and Termination
This EULA is effective on your first use of the Software and continues until terminated. Okeke may suspend or terminate your license at any time if you breach this EULA or the Terms of Service. Upon termination:
- Your right to access and use the Software immediately ceases.
- You will provide a one-time export of your Customer Data; Okeke will delete it within 30 days, subject to legal retention obligations.
- Sections 3, 4, 6, 10, 11, 12, and 13 survive termination.
10. Disclaimers
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OKEKE LLC DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OKEKE LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE WILL NOT EXCEED THE FEES YOU PAID TO OKEKE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. OKEKE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification
You will indemnify and hold harmless Okeke LLC and its officers, employees, and contractors from any third-party claim arising out of: (a) your use of the Software in violation of this EULA, (b) Customer Data you upload or generate, or (c) your violation of any applicable law.
13. Governing Law
This EULA is governed by the laws of the State of Texas, without regard to conflict-of-law principles. Any disputes will be brought exclusively in the state or federal courts located in Travis County, Texas.
14. Entire Agreement
This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Okeke regarding the Software and supersedes all prior or contemporaneous understandings.
15. Contact
Questions about this EULA:
- Company: Okeke LLC
- Email: legal@okeke.us
- Phone: (940) 337-6016