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KARIANA End User License Agreement

Effective Date: March 20, 2026
Version: 1.1

1. Parties

This KARIANA End User License Agreement ("Agreement" or "EULA") is entered into between:

  • Licensor: INGI Prosta Spolka Akcyjna ("INGI", "we", "us", or "our")
  • Licensee: the individual or legal entity that purchases or otherwise validly subscribes to the Software ("you" or "your")

By installing, accessing, or using the Software, you agree to be bound by this Agreement.

2. Definitions

For the purposes of this Agreement:

  • Documentation means the user guides, product descriptions, technical materials, and policies that we make available for the Software.
  • Order Form means an order form, checkout page, pricing page, or other commercial document describing your subscription plan, seats, or pricing.
  • Seat means the number of authorized user licenses included in your subscription.
  • Software means the KARIANA plugin for Unreal Engine 5 and the related tools, integrations, model connections, chat interface, documentation, updates, and hosted or local components we make available under your subscription.
  • Subscription means your paid or otherwise authorized right to use the Software during the applicable subscription term.
  • Subscription Term means the billing period or committed term identified in your Order Form.
  • Telemetry Data means technical, diagnostic, and product-usage data such as event logs, error logs, performance metrics, feature usage information, request volume, and environment metadata.
  • User Content means prompts, inputs, instructions, project-related data, configuration data, and outputs that you submit to or generate through the Software.

3. License Grant

Subject to this Agreement and payment of applicable fees, INGI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during the Subscription Term for your internal business purposes.

Your rights are limited to the number of Seats and the plan features included in your Subscription.

Except as expressly permitted in writing, one Seat may be used only by one named user at a time.

4. Subscription Plans and Features

The Software may be offered under different plans, deployment models, and commercial tiers, including individual, team, cloud, local, enterprise, or similarly named offerings.

The specific features, limits, deployment model, support entitlements, and pricing applicable to you are those stated in your Order Form or on the pricing page in effect at the time of purchase, unless otherwise agreed in writing.

We may improve, modify, replace, or discontinue features from time to time. If a material reduction affects a paid Subscription during an active committed term, we will use reasonable efforts to provide advance notice where practicable.

5. Usage Limits

Your Subscription may be subject to usage limits, fair-use thresholds, storage caps, workspace caps, model-routing rules, or other technical or commercial restrictions described in your Order Form, Documentation, admin settings, or pricing page.

If usage exceeds the limits associated with your Subscription, we may, depending on the plan and circumstances:

  • throttle or rate-limit usage
  • apply overage rules where commercially agreed
  • change model routing or performance characteristics
  • require an upgrade or additional purchase
  • temporarily suspend access reasonably necessary to protect the Service

6. Payment and Taxes

Subscription fees are billed in advance on the billing cycle stated in your Order Form.

Unless otherwise stated, fees are exclusive of taxes, duties, levies, or similar governmental charges. You are responsible for such amounts other than taxes based on INGI's net income.

If payment is overdue, we may suspend access after providing notice where reasonably practicable.

7. Refunds

Unless otherwise required by law, provided in your Order Form, or agreed in writing, fees are non-refundable.

If you offer a promotional trial, launch refund period, or similar commercial exception on the checkout page or pricing page, that specific offer governs instead of this default rule.

8. Data Processing and Telemetry

8.1 Service data processing

To provide the Software, INGI may process User Content and related operational data as reasonably necessary to:

  • provide the requested functionality
  • generate outputs
  • secure, maintain, and support the Software
  • troubleshoot issues and investigate incidents
  • comply with law
  • enforce this Agreement

8.2 Optional telemetry

Optional product telemetry for paid plans is off by default unless you or your administrator enable it.

If optional telemetry is enabled, Telemetry Data may include:

  • token consumption and request volume
  • feature and workflow usage information
  • tool invocation data
  • latency and performance metrics
  • crash reports and error logs
  • software version and environment metadata
  • account, tenant, or workspace identifiers needed for secure attribution

8.3 Operational and security logs

Regardless of optional telemetry settings, INGI may process strictly necessary operational, billing, fraud-prevention, and security logs needed to provide and protect the Software.

8.4 Privacy Policy

The Privacy Policy describes in more detail how personal data is processed in connection with the Software.

9. Your Content

As between you and INGI, you retain ownership of your User Content.

You grant INGI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, reproduce, modify as technically necessary, and otherwise process User Content solely to:

  • provide the Software to you
  • maintain, support, secure, and improve the Software
  • investigate bugs, abuse, and security incidents
  • comply with law
  • enforce our agreements

Except as expressly stated in the Privacy Policy, Order Form, or another written agreement, INGI does not acquire ownership of your User Content.

10. Intellectual Property

INGI and its licensors retain all right, title, and interest in and to the Software, Documentation, usage data in aggregated or de-identified form, branding, and all related intellectual property rights.

No rights are granted except as expressly set out in this Agreement.

11. Restrictions

You may not, except to the extent prohibited by applicable law:

  • reverse engineer, decompile, or disassemble the Software
  • bypass or circumvent technical restrictions, usage controls, or access controls
  • distribute, sublicense, lease, rent, lend, sell, or otherwise make the Software available to unauthorized third parties
  • remove or alter proprietary notices
  • use the Software in violation of law
  • use the Software or Documentation to copy protected elements of the Software into a competing product or service
  • use confidential, non-public information obtained from the Software or support interactions to build or market a competing product or service
  • share credentials or exceed the number of authorized Seats
  • use the Software to violate the rights of others or process data unlawfully

12. Third-Party Services

The Software may interoperate with third-party providers, infrastructure, model vendors, marketplaces, plugins, or other external services.

Your use of third-party services may be subject to separate terms, fees, and privacy policies. INGI is not responsible for third-party services that it does not control.

13. Support and Updates

Unless otherwise stated in your Order Form, support is provided on a commercially reasonable basis and may vary by plan.

During an active Subscription, we may make updates, bug fixes, patches, performance changes, and feature changes available to you.

We do not guarantee backward compatibility with every third-party system, plugin, model provider, or Unreal Engine version unless expressly agreed in writing.

14. Term and Termination

This Agreement begins when you first purchase, access, or use the Software and continues for the Subscription Term.

If your Subscription renews automatically, this Agreement also renews unless cancelled in accordance with your Order Form.

You may cancel renewal at any time, and cancellation will take effect at the end of the then-current Subscription Term unless your Order Form says otherwise.

We may suspend or terminate this Agreement or your access to the Software if:

  • you materially breach this Agreement
  • payment remains overdue after notice and a reasonable opportunity to cure where practicable
  • continued access creates security, legal, or operational risk
  • we are required to do so by law

Where reasonably practicable and where the issue is curable, we will provide notice and an opportunity to cure before termination.

Upon termination or expiration, your license ends and you must stop using the Software.

Sections that by their nature should survive termination will survive, including provisions relating to intellectual property, restrictions, disclaimers, limitation of liability, accrued payment obligations, dispute resolution, and general terms.

15. Disclaimers

THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INGI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

INGI DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR YOUR PARTICULAR USE CASE.

You are responsible for validating outputs and maintaining backups, safeguards, and version control for your own projects and systems.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement excludes or limits liability that cannot be excluded under applicable law.

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of Poland, excluding conflict-of-law rules.

The courts competent for the registered office of INGI shall have jurisdiction over disputes arising out of or in connection with this Agreement, unless mandatory consumer protection law provides otherwise.

Before filing a claim, the parties will attempt in good faith to resolve the dispute informally.

If you are a consumer residing in the European Union, nothing in this Agreement limits your rights under mandatory consumer protection laws of your country of residence.

18. General Provisions

This Agreement, together with the Privacy Policy, your Order Form, and any documents expressly incorporated by reference, forms the entire agreement between you and INGI regarding the Software.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

A failure to enforce any provision is not a waiver.

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

We may update this Agreement from time to time. If a change is material, we will make reasonable efforts to provide advance notice. Continued use of the Software after the effective date of the updated Agreement constitutes acceptance, unless applicable law requires a different process.

19. Contact

For questions about this Agreement, contact:

INGI Prosta Spolka Akcyjna (INGI P.S.A.)
Za Cytadela 128
61-659 Poznan, Poland
Email: hello@kariana.ai
Website: https://kariana.ai

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