B A C K G R O U N D A I
In plain language: we're giving you a licence to use CPPMI, not ownership of it. Use it freely for its purpose; don't copy it, take it apart, or rebuild it. Everything it remembers belongs to you and stays on your machine. The software and the inventions inside it belong to us.
This End-User Licence Agreement (the "Agreement") is a binding agreement between you — the individual or organisation installing or using the Software ("you", the "Licensee") — and UPLUGGME Holdings (Pty) Ltd, trading as BackgroundAI, of Pretoria, South Africa ("BackgroundAI", "we", "us").
By ticking the acceptance box, downloading, installing, activating, or using the CPPMI browser extension and any associated files, documentation, configuration, or updates (together, the "Software"), you confirm that you have read, understood, and agree to be bound by this Agreement, and that you have authority to bind the organisation on whose behalf you act. If you do not agree, do not download, install, or use the Software.
Subject to your compliance with this Agreement and to a valid, unexpired, unsuspended product key, BackgroundAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software, in object form only, on the number of devices permitted by your licence, solely for your own internal business or personal productivity purposes.
The Software is licensed, not sold. No rights are granted to you other than those expressly set out in this Agreement.
Except to the limited extent that applicable law expressly permits despite this restriction, you must not, and must not permit or assist any third party to:
If applicable law grants you a non-waivable right to decompile the Software to obtain interoperability information, you agree to first request that information from BackgroundAI in writing, and to use any lawfully obtained information solely for interoperability and for no other purpose.
The Software — including its source code, object code, architecture, algorithms, scoring formulae, configuration data, adapter designs, the ContextBridge capsule format, the .bai file format, documentation, and all modifications and updates — is and remains the sole and exclusive property of BackgroundAI, protected by copyright, patent (including pending applications), trade-secret, and trademark law. The names BackgroundAI, CPPMI, and associated marks are proprietary to BackgroundAI.
You acknowledge that the Software embodies valuable trade secrets and confidential information of BackgroundAI, that the restrictions in Section 3 protect those secrets, and that breach of those restrictions would cause harm to BackgroundAI that damages alone may not remedy — entitling BackgroundAI to seek injunctive or interdictory relief in addition to any other remedy.
If you provide feedback, suggestions, or ideas about the Software, you grant BackgroundAI a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.
The Software requires activation with a product key and periodically revalidates the licence with BackgroundAI's servers. Keys are issued to a named individual or organisation, are limited to the licensed number of seats and devices, and may be suspended or revoked for breach of this Agreement or non-payment. The Software may receive digitally signed configuration and software updates from BackgroundAI; this Agreement governs all such updates.
If a licence expires, is suspended, or cannot be revalidated within the built-in grace period, the Software's capture and injection functions are disabled. Your stored memory library remains readable and exportable by you at all times — lapse of licence never withholds your own data from you.
All conversation content and memory captured by the Software is stored, encrypted, on your own device or infrastructure. It is your property. BackgroundAI has no access to it, and the Software contains no mechanism to transmit it to BackgroundAI or any third party. The only information the Software transmits to BackgroundAI is: (a) licence-validation requests containing your product key, an installation identifier, and software version and browser platform; and (b) content-free usage counters (event names, counts, and category codes) used for product reliability and adoption measurement. No conversation content forms part of either transmission.
If the Software is provided to you as a beta, pilot, or pre-release version, it is provided for evaluation in your environment, may contain defects, and may change materially before commercial release. Sections 3, 4, and 6 apply in full to beta versions. You agree to treat non-public information about beta features and performance as confidential.
This Agreement is effective from your acceptance and continues until terminated. It terminates automatically if you breach it. You may terminate it at any time by uninstalling the Software and ceasing all use. BackgroundAI may suspend or terminate your licence on breach or non-payment. On termination you must uninstall the Software, but you may first export your memory library, which remains yours. Sections 3, 4, 6, 9, 10, and 11 survive termination.
The Software is provided "as is" and "as available", without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the maximum extent permitted by law. BackgroundAI does not warrant that the Software will be uninterrupted or error-free, or that it will remain compatible with any third-party AI platform, browser, or service, whose interfaces may change without notice. Nothing in this Agreement limits any right you may have under the Consumer Protection Act 68 of 2008 or other law that cannot lawfully be limited.
To the maximum extent permitted by law, BackgroundAI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, arising out of or related to this Agreement or the Software, even if advised of the possibility. BackgroundAI's total aggregate liability under or in connection with this Agreement shall not exceed the licence fees actually paid by you to BackgroundAI in the twelve (12) months preceding the event giving rise to the claim, or ZAR 1,000 if no fees were paid.
This Agreement is governed by the laws of the Republic of South Africa, and the courts of South Africa (Gauteng Division) have exclusive jurisdiction over disputes arising from it. This Agreement is the entire agreement between the parties concerning the Software and supersedes prior discussions, except where a separately signed written agreement between you and BackgroundAI expressly states that it prevails over this Agreement. If any provision is held unenforceable, the remainder continues in force. Failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to a successor of the business. BackgroundAI may update this Agreement for new versions of the Software; the version you accept at download or activation governs your use.
UPLUGGME Holdings (Pty) Ltd, trading as BackgroundAI · Pretoria, South Africa
melvnkwe@gmail.com · +27 (0) 72 058 7242