Terms of Service

1. Plain-language summary

These terms govern your organization's use of the Exekra software (Hub, Runner, Studio, browser extension), the Exekra license portal at license.exekra.com, the marketing site at exekra.com, and any related services we provide.

Exekra is licensed to organizations, not to individuals, and it is delivered as software you install and run on your own infrastructure. The terms below describe how that license works, what we promise, what you promise, and how disagreements are handled. Where you have signed a separate commercial agreement, order form, or master subscription agreement with us, that agreement controls if it conflicts with this page.

2. Definitions

• "Exekra," "we," "us," "our" means the legal entity operating Exekra, registered in Accra, Ghana.
• "Customer," "you," "your" means the organization that has purchased a license, signed a commercial agreement, or is evaluating Exekra under a trial.
• "Software" means the Exekra Hub, Runner, Studio, browser extension, installers, command-line tools, scripts, and any documentation we provide.
• "Services" means the license portal, the validation endpoint your Hub calls, sales and support communications, and the marketing site.
• "License File" means the cryptographically signed file we issue that activates the Software for your organization and defines your runner limit and expiry.
• "Customer Data" means the workflows, credentials, files, database contents, and any other data you process using the Software on your own infrastructure.
• "Order" means an order form, signed quote, or written agreement that specifies the term, fees, runner limit, and any additional terms for your license.

3. The agreement and order of precedence

Your agreement with us consists of (a) any signed Order or master subscription agreement, (b) these Terms of Service, and (c) the Privacy Policy. If there is a conflict, the documents control in that order: a signed Order takes precedence over these Terms, and these Terms take precedence over the Privacy Policy on questions of contractual obligations.

4. License grant

Subject to your payment of fees and ongoing compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable license, during the term, to:

• Install and operate the Hub on servers you own or control
• Register Runners up to the runner limit set in your License File
• Build, run, and modify automations using the Software for your own internal business purposes
• Permit your employees, contractors, and agents to use the Software on your behalf, provided they are bound by terms at least as protective as these

No rights are granted by implication. We retain all intellectual property rights in the Software and Services.

5. License keys, runner limits, and validation

Each Hub installation activates against a single License File and is bound to that Hub's fingerprint. Your Hub will contact our license portal periodically (currently once per hour) to confirm the License File is still valid. If the portal is unreachable, the Hub continues to operate for a grace period before pausing automation execution, as documented at the time of issue.

You agree to operate within the runner limit specified in your License File. If you need additional capacity, contact [email protected] to arrange a license amendment. You agree not to circumvent, disable, or tamper with the license check or the runner counter.

6. Restrictions

You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent this restriction is prohibited by law
• Modify, translate, or create derivative works of the Software outside of authorized customization mechanisms
• Resell, sublicense, lease, rent, or otherwise distribute the Software, the License File, or access to the Hub to any third party
• Remove, alter, or obscure any copyright, trademark, or other proprietary notice
• Use the Software to build a competing product
• Use the Software in violation of applicable law
• Share a single License File across legally separate organizations

7. Trial and evaluation use

We may make a trial license available so that you can evaluate the Software. Trial licenses are provided on an "as is" basis, without warranty of any kind, and may be revoked at any time. The trial period and runner limit are defined in the License File issued for the trial.

You agree not to use a trial license to run production workloads or to process production data of customers, patients, or other regulated subjects. Use the trial to evaluate fitness for purpose; license commercially before going to production.

8. Customer Data and confidentiality

Customer Data remains your property. The Software runs on your infrastructure, and Customer Data does not flow to Exekra under normal operation. We do not access, copy, or process Customer Data except where you explicitly share it with us for support purposes, and then only for the duration needed to resolve the issue.

Each party will protect the other's confidential information using reasonable care and will not disclose it except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations. Confidential information does not include information that is publicly available, was already known to the receiving party without obligation of confidence, or is independently developed.

Our handling of personal data we do receive is governed by the Privacy Policy.

9. Acceptable use

You agree not to use the Software or Services to:

• Violate any applicable law or regulation, including data-protection, anti-spam, or export-control laws
• Infringe the intellectual property, privacy, or publicity rights of any third party
• Distribute malware, conduct unauthorized network scanning, or attack any system you do not have permission to test
• Send unsolicited bulk email, harvest contact data, or otherwise abuse third-party platforms via automation
• Generate, distribute, or enable content that exploits or harms minors
• Impersonate any person or organization or misrepresent your affiliation
• Interfere with or disrupt the integrity of the Services or any third-party system the Software interacts with

We may suspend the license portal account or terminate the license of a customer found to be in material violation of this section, on notice and a reasonable opportunity to cure where the violation is curable.

10. Fees and payment

Fees are set in your Order. Unless the Order says otherwise, fees are payable annually in advance, are non-refundable, and are exclusive of taxes. You are responsible for any sales, use, VAT, withholding, or similar taxes other than taxes on our income.

Invoices are due within 30 days of issue. Amounts more than 30 days overdue accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend the license portal account or pause license validation for accounts more than 60 days overdue, with at least 10 days' written notice.

11. Term and termination

The initial term and any renewal terms are set in your Order. Either party may terminate for material breach by the other party that remains uncured 30 days after written notice describing the breach. Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

On termination or expiry, your right to use the Software ends. The Hub will stop accepting license validations and will pause automation execution after the grace period. You agree to uninstall the Software within 30 days of termination. Sections 6 (Restrictions), 8 (Confidentiality), 10 (Fees, for amounts owed), 13 (Disclaimers), 14 (Indemnification), 15 (Limitation of liability), 16 (Compliance with laws), and 17 (Governing law and disputes) survive termination.

12. Updates and support

We provide updates, security patches, and support at the level set in your Order. We may modify the Software and the Services from time to time, including by adding or removing features. We will not make changes that materially reduce the core functionality of the Software during a paid term.

You agree to apply security updates marked critical within a reasonable period after they are made available. Continued operation of versions with known critical vulnerabilities is at your risk.

13. Warranties and disclaimers

Each party warrants that it has the legal authority to enter into this agreement. We warrant that, during the paid term, the Software will perform materially in accordance with its documentation. Your sole remedy for a breach of this warranty is for us to repair or replace the affected Software, or, if we cannot do so within a reasonable period, to refund the prepaid fees for the remainder of the then-current term.

Except as expressly set out above, the Software and Services are provided "as is" and "as available." We disclaim all other warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage. We do not warrant that the Software will be uninterrupted, error-free, or that all defects can be corrected.

14. Indemnification

We will defend you against any third-party claim alleging that the Software, used in accordance with these Terms, infringes that third party's intellectual property rights, and we will pay damages and costs finally awarded by a court or agreed in settlement, provided you (a) promptly notify us of the claim, (b) give us sole control over the defense and settlement, and (c) provide reasonable cooperation. If a claim is made or appears likely, we may at our option modify the Software so that it is no longer infringing, obtain a license to continue use, or terminate the affected license and refund the unused prepaid fees.

This indemnity does not apply to claims arising from (i) modifications to the Software not made by us, (ii) combination of the Software with materials not provided by us, (iii) use of the Software in violation of these Terms, or (iv) Customer Data.

You will defend and indemnify us against any third-party claim arising from Customer Data, your automations, or your use of the Software in violation of these Terms or applicable law, on the same notice and cooperation conditions.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to this agreement, even if advised of the possibility of such damages.

Each party's total cumulative liability arising out of or relating to this agreement is limited to the fees paid or payable by you to us in the 12 months immediately preceding the event giving rise to the claim. The foregoing limitations do not apply to (a) breaches of Section 6 (Restrictions) or Section 8 (Confidentiality), (b) a party's indemnification obligations, (c) amounts owed under an Order, or (d) liability that cannot be limited under applicable law.

16. Compliance with laws and export

Each party will comply with all laws and regulations applicable to its performance under this agreement, including data-protection, anti-bribery, anti-corruption, and export-control laws. You confirm that you are not on any government list of sanctioned or restricted parties and will not use the Software in any country, or for any purpose, prohibited by applicable export-control laws.

17. Governing law and disputes

This agreement is governed by the laws of the Republic of Ghana, without regard to its conflict-of-laws rules. The parties agree to submit to the exclusive jurisdiction of the courts of Accra, Ghana for any dispute arising out of or relating to this agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Where you have signed an Order that specifies a different governing law or dispute-resolution mechanism (for example, arbitration in a neutral venue for cross-border enterprise contracts), that Order controls.

18. Changes to these Terms

We may update these Terms from time to time. The effective date at the top reflects the most recent change. For changes that materially reduce your rights or increase your obligations, we will provide reasonable advance notice by email or in-product notification before the change takes effect, and continued use of the Software after that date will indicate acceptance. If you do not accept a material change, your remedy is to terminate the affected license at the change effective date and receive a pro-rated refund of any unused prepaid fees.

19. Miscellaneous

• Entire agreement: these Terms, together with any Order and the Privacy Policy, constitute the entire agreement between the parties on this subject and supersede prior negotiations and understandings.
• Assignment: neither party may assign this agreement without the other's written consent, except that either party may assign on notice to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force majeure: neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet outages, or denial of service attacks.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable.
• No waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• Independent contractors: the parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship.
• Notices: notices to Exekra must be sent to [email protected]. Notices to Customer will be sent to the email address on file in the license portal.
• Publicity: we may identify Customer by name and logo on our website and in sales materials, subject to your customary brand guidelines, unless your Order says otherwise.

20. Contact

Commercial inquiries: [email protected]. Legal and contract questions: [email protected].