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Terms of Service

Last updated 20 August 2026. This revision changed §10, reading the compiled content of your notes now needs an active subscription, and §16, which no longer carves out claims arising from our own breach or negligence. Everything else was rewritten for clarity, not changed in substance. Written to be read. If anything here is unclear, email us and we will answer in the same plain English.

1. Who you are agreeing with

Elicana is a product of MRNA Inc., a Georgia (USA) S-corporation, doing business as Elicana ("Elicana", "we", "us"). "You" means the individual person who buys and uses a subscription.

These terms apply when you register, download, subscribe to, or use Elicana. If you do not agree with them, do not install the software.

2. What Elicana is

Elicana is a desktop application you install and run on your own computer. It ingests documents from folders and sources you point it at, compiles them into a local knowledge base, and answers questions against that knowledge base. The corpus, the compiled data, and the database all live on your machine.

Elicana is closed-source and distributed as a compiled binary only. You are buying a license to run the software, not a copy of its source code and not any ownership interest in it.

3. Your license

While your subscription is active, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and run one copy of Elicana on each of up to two computers you personally use, for your own purposes, whether personal or in your own work.

You may not:

  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model prompts, or internal logic of the software, except to the narrow extent that applicable law gives you a right that cannot be contracted away;
  • copy, redistribute, resell, sublicense, rent, lease, or host the software for anyone else;
  • remove, obscure, or alter any licensing, attribution, or version markers;
  • circumvent or tamper with the license check, the machine limit, or the beta markers;
  • share your license key or your account with another person.

We keep every right not expressly granted here. The license ends when your subscription ends, subject to §10.

4. Price, billing, and who takes your money

Elicana is billed monthly at the price shown on the site when you subscribe, described there as early-bird beta pricing. The price you subscribed at is the price you pay until we change it, and §17 governs how a change is notified. The subscription renews automatically every month until you cancel it. Your card is charged on the same cycle date each month.

Payments are processed by Stripe under Stripe Managed Payments. That means Stripe is the merchant of record for the transaction: Stripe sells you the subscription, Stripe's name appears on your card statement and receipts, and Stripe is responsible for calculating, collecting, and remitting any sales tax, VAT, or GST that applies where you are. Any such tax is added at checkout rather than absorbed into the price.

The software itself is licensed to you by MRNA Inc. under these terms. So: Stripe handles the transaction, we handle the product and this agreement. Both relationships are real, and this section exists so you know which is which.

We never see or store your card number. Card details go directly from your browser to Stripe. See the Privacy Policy for what we do hold.

Early-bird pricing is a beta price. If we change the price, we will email you at least 30 days before it affects a renewal, and you can cancel before then.

Cancelling

You can cancel at any time, yourself, in a few clicks: sign in at elicana.ai/account with a one-time email link, open "Manage billing", and cancel. No phone call, no email to us, no retention gauntlet. Cancelling is as easy as subscribing, deliberately.

Cancellation takes effect at the end of the billing period you have already paid for. You keep full access until then, plus the 7-day grace window described in §7. We do not pro-rate partial months, except under the money-back promise in §5.

5. The 14-day money-back promise

If Elicana is not for you, email support@elicana.ai within 14 days of your first payment and we will refund that payment in full. No questions asked, no reason required.

The refund covers your first monthly payment. Your subscription ends when the refund is issued, and your license key stops working after the grace window. This promise is in addition to any refund or withdrawal right you have under the consumer law where you live, it does not replace or limit it.

6. Two machines, one person

Your subscription is per person, not per machine. You may have Elicana activated on two machines at a time, a desktop and a laptop, say. It exists because one person legitimately works on more than one computer.

What is not allowed is sharing: one subscription used by two different people, or a license key passed around a team. If you need Elicana for a team, that is a different arrangement and we would rather hear from you, email us.

When you try to activate a third machine, activation is refused and the app shows you the two machines currently using your license. You can free a slot yourself, immediately, from elicana.ai/account or by running elicana license deactivate. Machines are identified by a one-way hash computed on your device, never by a raw serial number or hostname, see what leaves your machine.

Each machine keeps its own independent corpus. Nothing syncs between them.

7. The license check, and what happens if you go offline

Elicana contacts our server to confirm your subscription is live. It does this on startup when the last successful check is more than 24 hours old, and at least monthly. The request carries your license key, your hashed machine ID, and the app version. That is the entire payload, and it is documented field by field on what leaves your machine.

Elicana is not an offline or air-gapped product, and we will not describe it as one. If your environment requires that, tell us before you buy rather than after.

  • Offline tolerance: with a live subscription, the app keeps working for 14 days after the last successful check. It starts warning you at day 7.
  • Payment grace: if a payment fails or you cancel, the app keeps working for 7 days past your paid-through date. We email you during that window.

8. This is a beta

Elicana is in open beta. What that means:

  • There will be bugs, rough edges, and things that behave unexpectedly.
  • Features can change, move, or be removed between releases.
  • There is no uptime commitment and no service level agreement. Our license and account servers can be down. The 14-day offline tolerance in §7 exists partly for that reason.
  • Support is best-effort and direct: you email a real person.

The early-bird price is what you get in exchange for accepting that. When beta ends, we will tell you what changes before it changes.

9. Your API keys, your model provider

Elicana is bring-your-own-key. To use a frontier model (Anthropic, OpenAI, and similar) you supply your own API key from that provider. You can also run everything locally through Ollama and use no cloud model at all.

Elicana does not resell model access. We do not mark up, meter, or profit from your model usage. You have a direct relationship with your model provider: you pay them, their terms apply to what you send them, and any cost you run up with them is between you and them. We cannot see, cap, or refund it.

Your API key is stored in your local configuration on your machine. It is never sent to us. It is redacted from support bundles.

10. Your documents are yours, permanently

Your source documents and files are entirely yours and are never affected by your subscription status. They live where they already lived. Elicana reads them; it does not take custody of them. We claim no ownership, no license, and no rights over them of any kind.

If your subscription lapses and the 7-day grace period runs out:

  • Compiling, querying and synthesis, and ingestion stop working, along with the API routes behind them. The background compile loop and the weekly digest pause too.
  • The app still opens and your note list stays visible, so you can always see what you have and what it is called. Reading the compiled content of those notes needs an active subscription, in the app and through the API alike.
  • Your source files are untouched. Nothing is deleted, not your files, not your local database, not your compiled notes.
  • You see a banner and a one-click resubscribe link. If you resubscribe, everything picks up where it was.

A lapsed subscription never reaches into your files. That is a design commitment, not a courtesy.

11. Acceptable use

Do not use Elicana to:

  • break the law, or process material you have no right to process;
  • infringe anyone's intellectual property or privacy rights;
  • attack, overload, probe, or interfere with our servers or other users;
  • evade licensing, billing, the machine limit, or rate limits;
  • build a competing product from what you learn by reverse engineering ours.

You are responsible for having the right to process the documents you point Elicana at. Since your corpus stays on your machine, we have no way to see what it contains and no wish to.

12. Telemetry

Beta builds of Elicana report usage counts, how much was compiled, how many tokens a compile or a query consumed, how many queries you ran, which model tier you used. These are counts and coarse buckets, never content. No document text, filename, path, note title, or query text is ever included.

During the beta this reporting is on and cannot be switched off. Everything sent is listed on what leaves your machine and explained in the Privacy Policy. By using a beta build you accept it.

13. Ending this agreement

You can end it at any time by cancelling (§4). You do not need a reason and you do not need our agreement.

We can suspend or terminate your license if you materially breach these terms, for example by sharing your account, circumventing licensing, or using Elicana unlawfully. Where the breach can be fixed and no one is being harmed in the meantime, we will email you and give you 14 days to fix it first. For serious or repeated breaches we may act immediately. If we terminate for a reason other than your breach, we will refund the unused part of your current month.

We may also discontinue Elicana entirely. If we do, we will give you at least 30 days' notice and refund any period you have paid for and not received. Your local data and files stay yours in that case, exactly as in §10.

On termination, your license to run the software ends. Sections 10, 14, 15, 16, and 19 survive.

14. No warranty

Elicana is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage.

We do not warrant that Elicana will be uninterrupted, error-free, or secure, or that its answers will be accurate or complete. It is built on large language models. It can be confidently wrong. Check anything that matters against the source it cites. Do not use Elicana's output as the sole basis for a legal, medical, financial, or safety-critical decision.

Some jurisdictions do not allow disclaimers of implied warranties. Where that is true, this section applies only as far as the law permits and your statutory rights are unaffected.

15. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss or corruption of data, even if warned that they were possible.

Our total aggregate liability arising out of or relating to Elicana or these terms is limited to the total amount you actually paid us in the 12 months before the event giving rise to the claim. For a monthly subscriber that is a small number, and you should read it as such before deciding how much to depend on Elicana.

Nothing here limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or anything else that cannot lawfully be limited. Some jurisdictions do not allow these limits; where that is so, they apply only as far as the law permits.

16. Indemnity

You will indemnify us against third-party claims arising from your unlawful use of Elicana, or from your processing of documents you had no right to process.

17. Changes to these terms

We may update these terms. For any change that materially affects your rights, we will email you at least 30 days before it takes effect and update the date at the top of this page. If you do not want to accept the change, cancel before it takes effect and we will refund any period you have paid for and not used. Continuing to use Elicana after the effective date means you accept the new terms.

Minor corrections, typos, clarifications that do not change what either side owes the other, take effect when posted.

18. Assignment

You may not assign or transfer these terms, or your license, to anyone else without our written consent.

We may assign these terms, and transfer your account and related personal data, in whole or in part, to a successor entity in connection with a merger, acquisition, reorganisation, corporate restructuring, or sale of all or substantially all of the assets relating to Elicana, including a spin-out of the Elicana business into a separate company. We will notify you if that happens. Your subscription, price, and the commitments in these terms carry over to the acquiring entity unchanged; if you would rather not continue with a new owner, you can cancel, and we will refund any period you have paid for and not used.

19. Governing law and disputes

These terms are governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws rules. The courts located in Georgia, USA have exclusive jurisdiction, and both parties consent to venue there.

If you are a consumer resident in a country whose law gives you the right to bring proceedings locally or to rely on your own consumer protection law, that right is unaffected by this section.

Before filing anything, please email us. Nearly everything gets resolved that way and much faster.

20. The rest

  • Entire agreement. These terms and the Privacy Policy are the whole agreement between us about Elicana, and replace anything said earlier.
  • Severability. If a court finds part of this unenforceable, the rest still stands.
  • No waiver. If we do not enforce something immediately, we have not given up the right to enforce it later.
  • No partnership. Nothing here makes either of us the other's agent, partner, or employee.
  • Third parties. No one other than you and us can enforce these terms.

21. Contact

MRNA Inc. d/b/a Elicana, Georgia, USA.
Email: support@elicana.ai

Related reading: Privacy Policy · What leaves your machine, the byte-level companion to both documents.