CEM888 End User License Agreement (EULA)

Last Updated: September 14, 2026

Last Updated: September 14, 2026

This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and CEM Unlimited LLC ("CEM888," "we," "us," or "our") for the CEM888 desktop agent software, installers, and associated runtime components (the "Software").

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA AND THE CEM888 TERMS OF SERVICE. IF YOU DO NOT AGREE, DO NOT DOWNLOAD OR USE THE SOFTWARE.

1. License Grant

Two different things are licensed here, and this section keeps them separate.

(a) The Software (the CEM888 Runtime). The Software is free to download, install, and use and is licensed to you under the GNU Affero General Public License, version 3 (AGPL-3.0), whose full text ships with the Software as LICENSE. That licence is what grants you the rights to run, copy, modify, and redistribute the Software. It charges no fee, requires no account, access code, membership, or payment, and nothing in this EULA narrows it. Where any provision of this EULA conflicts with the AGPL-3.0 as applied to the Software, the AGPL-3.0 governs.

(b) The hosted Service. Subject to your compliance with this EULA and the CEM888 Terms of Service and to payment of any fees for optional paid services you order, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the hosted Service, for your own personal or internal business purposes. This licence covers the hosted Service only — it does not extend to the Software, which is governed by the AGPL-3.0 as stated in (a).

2. Restrictions

Nothing in this section restricts any right the AGPL-3.0 grants you in the Software. Where this section conflicts with the AGPL-3.0 as applied to the Software, the AGPL-3.0 governs. As to the hosted Service only, you agree NOT to:

  1. Copy, reproduce, or distribute the hosted Service except as permitted above;
  2. Modify, adapt, or create derivative works of the hosted Service;
  3. Reverse engineer, decompile, or disassemble the hosted Service, or attempt to

derive the source code of any component of it that is not made available to you under the AGPL-3.0;

  1. Remove, obscure, or alter any copyright, trademark, or proprietary notice;
  2. Rent, lease, lend, sell, resell, sublicense, or provide the hosted Service as a

service to third parties;

  1. Rebrand, white-label, or hold yourself out as the source or owner of the

hosted Service;

  1. Circumvent any access-control or tenant-isolation mechanism of the hosted Service;
  2. Use the Software or the hosted Service to violate any law, or to infringe any third party's

rights.

3. Your Data and Your Direction

The Software operates as an agent under your direction. You are solely responsible for:

actions taken at your direction, including file modifications, system changes, network activity, application or account access, and API usage;

the agent to interact with any files, applications, accounts, integrations, or APIs;

them. Agent outputs may be inaccurate, incomplete, or unexpected.

You retain all rights in your own data and content. We do not claim ownership of your files, messages, memory/state, or model-provider credentials, which remain local and customer-owned per our architecture.

4. Model Providers and Third-Party Services

The Software may route requests through third-party AI model providers and integrate with third-party platforms at your direction. Those providers and platforms have their own terms and privacy policies. We are not responsible for their availability, accuracy, practices, or policies. BYOK ("bring-your-own-key") configurations are your responsibility to secure.

5. Ownership and Feedback

The Software and all intellectual property in it — source code, architecture, memory/state design, integration methods, prompts, documentation, branding, and trade secrets — are owned by CEM Unlimited LLC. This EULA does not transfer any ownership to you. Copyright ownership is not a restriction on your licence: the Software's source code is licensed to you under the AGPL-3.0 as set out in Section 1, and nothing in this EULA limits the rights that licence grants you. If you provide feedback or suggestions, you grant us an unrestricted, irrevocable, worldwide, royalty-free license to use them, and you assign to us any rights you may hold in them.

6. License and Optional Paid Services

The Software is free to download, install, and use and does not require a subscription, membership, or payment of any kind. The Software is licensed to you under the GNU Affero General Public License, version 3 (AGPL-3.0), whose full text ships with the Software as LICENSE. Separately, CEM Unlimited LLC offers a negotiated commercial license for organizations that cannot accept AGPL-3.0 terms or that require proprietary redistribution or enterprise support; that commercial license is a separate written agreement and is not a modification of the AGPL-3.0. Only optional paid services — hosting, managed operation, custom builds, and sponsorship — are billed, and each is billed on the terms stated when you order it. Non-payment for an optional paid service does not terminate your AGPL-3.0 rights in the Software.

7. Termination

This EULA is effective until terminated. It terminates automatically if you breach any term. We may terminate it, or suspend your access, for violation of the Terms of Service or this EULA, with or without notice. On termination: (i) this EULA and your access to the hosted Service and any optional paid service end; (ii) you must stop using the hosted Service; and (iii) sections 2, 3, 5, 8, 9, 10, and 11 survive. Termination of this EULA does not terminate, limit, or revoke the rights the AGPL-3.0 grants you in the Software; those rights continue for as long as you comply with the AGPL-3.0.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AGENT OUTPUTS WILL BE CORRECT. YOU BEAR THE ENTIRE RISK OF USING THE SOFTWARE AND RELYING ON AGENT OUTPUTS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CEM UNLIMITED LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS, ARISING OUT OF OR RELATING TO THIS EULA OR YOUR USE OF THE SOFTWARE. OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT THE AGENT MAY PERFORM ACTIONS ON YOUR DEVICE AT YOUR DIRECTION AND YOU ASSUME FULL RESPONSIBILITY FOR THE CONSEQUENCES, INCLUDING DATA LOSS OR SYSTEM DAMAGE.

10. Indemnification

You agree to indemnify, defend, and hold harmless CEM Unlimited LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Software, (b) your instructions to the agent and the agent's resulting actions, (c) your violation of this EULA or the Terms of Service, or (d) your violation of any law or third-party right.

11. Governing Law and Disputes

This EULA is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising out of or relating to this EULA or the Software shall be resolved exclusively in the state or federal courts located in Marion County, Florida, and you consent to their personal jurisdiction. To the extent permitted by law, you waive any right to a jury trial and agree to pursue any claim on an individual basis only (no class actions).

12. General

This EULA, together with the Terms of Service and Privacy Policy, is the entire agreement between you and us regarding the Software. If any provision is unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. We may update this EULA by posting a revised version; continued use after the revision date constitutes acceptance. You may not assign this EULA without our written consent; we may assign it in connection with a merger, acquisition, or sale of assets.

13. Contact

CEM Unlimited LLC — cem888.ai — legal@cem888.ai

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