Legal

License Agreement

Effective: June 17, 2026 · Last updated: June 17, 2026

This License Agreement (this “Agreement”) is a contract between you (either an individual or the entity you represent) (the “Customer,” “you,” “your”) and OTG Consulting, LLC, an Illinois limited liability company (the “Company,” “OTG,” “we,” “us,” “our”). OTG offers a software-as-a-service platform under the trading name Hephanos Innovation (the “Service”) at https://hephanos.com. “Hephanos Innovation” is the trading name under which OTG operates the Service; it is not a separate legal entity, and the contracting party is OTG.

By creating an account, purchasing an analysis, or otherwise using the Service, you agree to this Agreement. If you do not agree, do not use the Service. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

In plain English

The full Agreement below is binding; this summary is for convenience only.

  • What you buy. A single analysis (a “Discovery”) of your business — $750 per Discovery. No subscription, no retainer.
  • What we guarantee. That we will generate and deliver a Report containing what we represent it will contain — the anchor moves, the reasoning behind each, and how each maps to next steps. That delivery — not the usefulness, novelty, or results of the ideas — is the entire guarantee.
  • What we don’t guarantee. That the analysis will be useful, will surface innovation, or will translate into any business result — or that you’ll agree with or like every idea. AI outputs are variable, and reports are decision-support, not professional advice.
  • Refund window. Full refund within 7 days if the analysis pipeline hasn’t started. After that, the remedy is re-run, credit, or refund — at our option — for non-delivery only.
  • Founding-cohort discounts are offered at our discretion in exchange for feedback; discount codes are non-transferable.
  • You own what you submit; we own what we generate. You keep your inputs and receive a license to use your report. We do not train AI models on your inputs and do not share them between customers.
  • Liability is capped at the amount you actually paid for the Discovery that gave rise to the claim — which may be less with a discount code (or $0), or more if prices have risen.

2. The Service

Through the Service, you complete an input wizard describing your company, challenges, strategy, strengths, constraints, and goals (collectively, a “Target Profile”) and initiate a “Discovery” — a multi-stage AI-driven research and analysis pipeline. Each Discovery produces results you can view in the Service and download as a PDF report (the “Report”) summarizing the top strategic recommendations (“Anchor Moves”) for your business. Each Discovery is purchased individually; the Service is not a subscription, and no recurring charges are made.

3. Eligibility

You may use the Service only if you:

  • are at least 18 years old and have legal capacity to enter this Agreement;
  • if acting for an entity, are authorized to bind that entity;
  • are not located in, organized under the laws of, or a resident of any jurisdiction subject to comprehensive U.S. sanctions, and are not on any U.S. government list of prohibited or restricted parties; and
  • may lawfully use the Service in your jurisdiction.

The Service is intended for business use, not for personal, family, or household use.

4. Account registration

To purchase and access the Service you may create an account. You agree to provide accurate information, keep it current, maintain the security of your credentials, and accept responsibility for activity under your account. Notify us promptly at legal@hephanos.com if you suspect unauthorized access. We are not liable for losses arising from unauthorized access you could have prevented through reasonable credential security.

5. Fees, payment, and founding-cohort discounts

The fee for each Discovery is the amount stated at the time of purchase. As of the effective date that fee is $750 (USD) per Discovery. We may change pricing at any time; changes apply only to purchases made after the change. All payments are processed by Stripe, Inc., and by purchasing you agree to Stripe’s then-current terms. Stated fees exclude applicable sales, use, VAT, or similar taxes, for which you are responsible (other than taxes on our net income).

Founding-cohort and promotional codes. We may issue founding-cohort or promotional codes that reduce or eliminate the Discovery fee, at our discretion, in exchange for your feedback on the Service. Codes are non-transferable, may be limited to a specific number of uses, and may expire. A code that renders the cash price $0.00 does not entitle you to a cash refund; any applicable remedy is limited to re-run or credit as described in Section 6.

Pricing errors. If we discover a pricing error for a Discovery you purchased, we will notify you and offer to honor the stated price, cancel and refund, or let you re-purchase at the corrected price.

6. The Hephanos guarantee; refunds, credits, and re-runs

This Section states the only guarantee OTG makes, and it is a guarantee of conforming delivery, not of value or results. For each paid Discovery, OTG guarantees that it will (a) operate the Discovery pipeline against your Target Profile and (b) deliver a Report containing the elements OTG represents a Report will contain — namely, the anchor moves identified, the rationale for selecting each, and how each maps into potential next steps. Those elements are the sole standard against which conforming delivery is measured. Any sample Report, marketing description, or other illustration of the Service shows the general nature and format of a Report; it is illustrative only and is not a representation or warranty that your Report will match it in content, depth, length, or appearance.

OTG does not guarantee that the ideas are the “right” or “best” ideas, that they are useful to you, that they are novel or exclusive to you, that they will surface or translate into innovation, or that pursuing any idea will produce any particular business outcome, result, or return. The quality, usefulness, and translatability of the analysis into innovation or results are expressly not guaranteed; they depend on factors outside our control and on business judgment only you can exercise.

Non-delivery remedy. If OTG fails to deliver a Report meeting the guarantee above, your sole and exclusive remedy is, at OTG’s option: (1) a re-run at no additional charge; (2) an account credit equal to the fees paid, usable toward a future Discovery for up to twelve (12) months; or (3) a refund of the fees paid. Electing one option fully satisfies OTG’s obligation for the affected run.

Courtesy cancellation. As a courtesy, OTG will issue a full refund if your cancellation request is received within seven (7) calendar days of purchase and before the pipeline has started running against your Target Profile. The pipeline is “started” when the research agents begin executing; you will receive an email at that moment.

One free revision. If your Report is incomplete, internally inconsistent, or clearly generic despite materially specific inputs, we will revise it once at no charge upon written request to legal@hephanos.com within thirty (30) days of delivery.

Input quality is your responsibility. The quality of a Report depends on the specificity of your Target Profile. Generic inputs produce generic output. We do not pre-validate or rewrite your inputs, and a Report produced from generic inputs still satisfies the guarantee so long as it contains the elements described in this Section.

What is not eligible for a refund, credit, or re-run. Once a Report meeting the guarantee has been delivered, dissatisfaction with its content, tone, length, or format; disagreement with its ideas, findings, or conclusions; a belief that the ideas are too generic because your inputs were generic; a belief that the Report did not lead to innovation, value, or any result; changes in your business circumstances; your decision not to act; or a belief that a competitor would do better — none of these create a refund, credit, or re-run right. A Report is “delivered” when it is accessible to you, whether or not you view, download, or retain it. OTG may offer goodwill accommodations at its discretion, which create no entitlement or precedent. Approved refunds are issued to the original payment method via Stripe.

7. Your content and our use of it

“Customer Content” means the Target Profile, instructions, feedback, and other materials you submit. As between you and OTG, you retain all rights in and to your Customer Content. You grant OTG a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Content solely to deliver your Discovery, operate and secure the Service, and comply with law. OTG will not use Customer Content to train, fine-tune, or improve AI models, and does not use one customer’s content to produce another’s analysis.

You represent that you have all rights necessary to grant this license; that your Customer Content does not violate any third-party rights or contain personal information you are not authorized to share; and that it does not contain regulated categories of data we do not accept (see Section 9). The Service is for limited business-context inputs and is not intended for sensitive, regulated, confidential, proprietary, or highly detailed internal information.

8. AI-generated deliverables — read carefully

  • Nature of the deliverable. The Report is produced by a pipeline combining AI language models with third-party search and research tools. AI outputs are inherently variable and can contain errors, omissions, outdated information, or incorrect inferences.
  • No guarantee of innovation, value, or results. We do not guarantee that the Report — or any idea in it — will be useful to you, will surface or lead to innovation, or will produce any business, financial, or strategic result. You are solely responsible for evaluating the Report and exercising your own judgment, and you acknowledge you are not relying on the Report as the sole basis for any decision.
  • Not a guarantee of outcomes. The Report is not a guarantee, prediction, or forecast of any business outcome. Decisions you make in reliance on it are your responsibility.
  • Not professional advice. The Report is not legal, financial, investment, tax, accounting, or any other professional advice. Engage qualified professionals where required.
  • No assurance of factual accuracy. We do not warrant that specific factual statements, citations, market figures, or attributions in the Report are accurate, current, or complete. You are responsible for verifying any factual claim before acting on it.
  • No exclusivity. We may produce similar or overlapping output for other customers, including in your industry or competitive set.
  • Third-party AI processing. The Report may be produced using third-party AI providers that operate under their own terms and that OTG does not control.

9. Acceptable use

You agree not to:

  1. submit content that is illegal, fraudulent, defamatory, infringing, or in violation of any third-party right;
  2. submit regulated data we do not accept, including protected health information (HIPAA), financial-account information (GLBA), government-classified or export-controlled information, children’s information (COPPA), or biometric identifiers;
  3. use the Service to develop, train, benchmark, or compete with any AI model or research product we offer;
  4. reverse-engineer, decompile, scrape, probe, or attempt to derive the source or underlying prompts of the Service;
  5. interfere with, disrupt, or attempt to gain unauthorized access to the Service or its systems; or
  6. misrepresent your identity, authority, or affiliation, or use the Service in violation of law.

10. Your license to the Report; our retained rights

Upon payment in full for a Discovery, we grant you a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify, and distribute the Report for your internal business purposes — including sharing it internally and with your professional advisors under confidentiality, and using it to inform your decisions. You may not sell the Report as a standalone product, republish or distribute it publicly without our written consent, remove our attribution, or use it to train any AI model.

We retain all right, title, and interest in and to the Service and the generated analysis as our work product — including the Hephanos Innovation methodology, frameworks, agent architecture, scoring rubrics, prompts, templates, code, configuration, brand, and trademarks, and any aggregate usage data that does not identify you or include your Customer Content. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation.

11. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference.

12. Disclaimer of warranties

Except for the limited delivery guarantee in Section 6, the Service and all Reports are provided “as is” and “as available.” To the maximum extent permitted by law, OTG disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, that any deliverable will be accurate or fit for any specific purpose, or that any specific commercial or strategic outcome will result.

13. Third-party services

The Service relies on third-party services, including payment processing, hosting, storage, AI processing, research, email, support, security, monitoring, and logging providers as described in our Privacy Policy. We are not responsible for the acts, omissions, or outages of those services except to the extent they act as our processors under our direction, and we are not responsible for external websites or materials the Service may reference.

14. Limitation of liability

To the maximum extent permitted by law, OTG’s total aggregate liability for all claims arising out of or relating to this Agreement, the Service, any Discovery, or any Report — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the amount you actually paid OTG for the specific Discovery run that gave rise to the claim. That amount is the fee in effect at the time of your purchase (currently $750 USD per Discovery), reduced by any discount or promotional code applied, and may be $0 where a code rendered the cash price $0.00. In no event will OTG be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity, data, or use, even if advised of the possibility. These limits do not apply to OTG’s fraud or willful misconduct, your payment obligations, your indemnification obligations, or liability that cannot be limited by law. You acknowledge these allocations of risk are a material basis on which OTG offers the Service at its current price.

Your sole and exclusive remedy for any claim arising out of or relating to this Agreement, the Service, any Discovery, or any Report — under any theory — is, at OTG’s option, the re-run, credit, or refund described in Section 6, and no other remedy of any kind is available. If the cap or remedy limitation in this Section is held unenforceable, the parties intend that the broadest enforceable limitation apply.

15. Indemnification

You will defend, indemnify, and hold harmless OTG and its officers, directors, employees, and agents from any third-party claim, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to your Customer Content, your use of the Service in violation of this Agreement, your violation of applicable law, or your breach of any representation or warranty here. OTG will promptly notify you of any such claim and allow you to control its defense (provided no settlement admits fault by OTG or imposes non-monetary obligations on OTG without our consent).

OTG does not indemnify you for any claim, including any intellectual- property claim relating to the Service or any Report. Your sole and exclusive remedy for any claim against OTG is the remedy stated in Section 14.

16. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with this Agreement with reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisors bound by comparable obligations. The Service, pricing, methodology, prompts, and non-public roadmaps are OTG’s confidential information. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known without obligation, is independently developed, or must be disclosed by law (subject to reasonable notice). This Section survives for three (3) years, and indefinitely for trade secrets.

17. Term and termination

You may stop using the Service and request deletion of the information you submitted at any time by emailing legal@hephanos.com (subject to the retention rules in our Privacy Policy). We may suspend or terminate your access at any time, with or without notice, if we believe in good faith that you have violated this Agreement, that continued access creates a risk of harm, or that we are required to do so by law. Provisions that by their nature should survive — including ownership and no-training commitments, deliverable licenses, disclaimers, liability limits, indemnification, and general terms — survive termination.

18. Governing law and disputes

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles, and the U.N. Convention on Contracts for the International Sale of Goods does not apply. Any dispute that cannot be resolved informally will be resolved exclusively in the state or federal courts located in Cook County, Illinois, and each party submits to the personal jurisdiction of those courts. To the maximum extent permitted by law, each party waives any right to a jury trial, and you may bring claims only in your individual capacity and not as part of any class or representative action. Any claim must be brought within one (1) year after the cause of action arose, or it is permanently barred. OTG may seek injunctive relief in any court of competent jurisdiction for intellectual-property, confidentiality, or acceptable-use violations.

19. General

This Agreement, together with the Privacy Policy, is the entire agreement between you and OTG regarding the Service and supersedes prior agreements on that subject. In the event of conflict between this Agreement and any other OTG material (FAQs, marketing pages, sales copy, support articles, or sample Reports), this Agreement controls, unless the Privacy Policy expressly controls for a specific privacy matter. Sample Reports, marketing descriptions, and other illustrations of the Service are provided for convenience only; they do not create representations, warranties, or obligations beyond those expressly stated in this Agreement, and no statement outside this Agreement and the Privacy Policy is a warranty or binding commitment. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by circumstances beyond its reasonable control. The parties are independent contractors, and this Agreement creates no third-party beneficiary rights. You consent to receive communications electronically, and electronic acceptance and signatures have the same effect as handwritten ones to the extent permitted by law.

20. Contact

For any questions about this Agreement, email legal@hephanos.com.