Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (the “User,” “you,” or “your”) and Parametric Memory Limited, a company incorporated in New Zealand (“MMPM,” “we,” “us,” or “our”). By creating an account, clicking “I agree,” or accessing the MMPM service in any way, you signify that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a business or organization, you represent and warrant that you have authority to bind that entity to these Terms.

2. Service Description

Parametric Memory is a cloud-based AI memory system that stores and reconstructs conversation history using a probabilistic Markov-Merkle data structure. Upon subscription, eligible users receive a dedicated “substrate” — an isolated DigitalOcean droplet running containerized MMPM services. Substrates are user-specific, managed by MMPM, accessible via REST API, and subject to the storage and compute limits of your plan.

3. Eligibility

You represent and warrant that you are at least 18 years of age, have legal capacity to enter into these Terms, are not subject to applicable sanctions restrictions, and will use MMPM in compliance with all applicable laws.

4. Account Creation & Security

MMPM uses email magic-link authentication. You are responsible for keeping your credentials confidential, not sharing API keys or bearer tokens, immediately notifying us of unauthorized access, and all activity that occurs under your account. We are not liable for unauthorized access resulting from your failure to secure your credentials.

5. Subscription Plans & Payment

5.1 Plans

Listed prices are exclusive of any applicable taxes (including GST, VAT, sales tax, withholding tax, or similar levies), which will be added at checkout or on invoice where required by law.

5.2 Payment & Auto-Renewal

Subscriptions auto-renew at the end of each billing period unless canceled. All payments are processed via Stripe. By providing a payment method, you authorize us to charge the applicable fees (and any applicable taxes) to that method on each renewal until you cancel. If a payment fails, we retry 3–5 times over 10 days; if unsuccessful, your subscription is suspended (see Section 6.2) and data retained for 30 days before deletion.

5.3 Right to Change Pricing

We reserve the right to change pricing, plan structure, included quotas, fee components, or any other commercial term of the Service at any time, in our reasonable discretion, including (without limitation) where:

• Supplier or infrastructure costs change — for example, changes in pricing, terms, or availability from our infrastructure providers (such as DigitalOcean, payment processors, AI model providers, network and storage suppliers), or in the underlying open-source or commercial software we depend on.
• Operational costs exceed the fees charged for a plan — including unanticipated compute, storage, bandwidth, support, security, or compliance costs attributable to your usage or to the plan generally.
• Currency, tax, or regulatory changes — including foreign exchange movements affecting our cost base, new or amended taxes, levies, duties, or compliance obligations in any jurisdiction in which we or our suppliers operate.
• Material changes to the Service — including new features, capacity expansions, security investments, or removal of features we no longer commercially support.
• Anti-abuse or fair-use enforcement — for usage that materially exceeds the median for your plan, where continued provision at the listed price would impose a disproportionate operational, financial, or security risk on us, our suppliers, or other customers.

For paid plans, price increases applicable to existing subscribers take effect on your next renewal following at least 30 days’ advance notice by email and on our website. Promotional reductions, fee waivers, new optional add-ons, or pricing for new plans we introduce may take effect immediately. If you do not accept a price increase, you may cancel under Section 6.1 before the new price takes effect; continued use after the effective date constitutes acceptance of the new price. Nothing in this Section requires us to offer any particular plan, price, discount, or promotion at any time, and prior pricing does not bind future pricing.

5.4 Refunds

Refunds: Subscriptions are non-refundable except if you cancel within 7 days of initial purchase (full refund), or where mandatory consumer law in your jurisdiction requires otherwise. No refund or service credit will be issued for periods during which your account was suspended or terminated for cause under Section 6.

6. Suspension, Cancellation & Termination

6.1 Cancellation by You

You may cancel your subscription at any time via account settings or by contacting support@parametric-memory.dev. Upon cancellation:

• 30-day wind-down: You retain full API access
• Data export: You may export or delete your data during the 30-day period
• 90-day backup purge: Automated backups are purged 90 days after cancellation
• No forensic recovery after the 90-day backup purge

6.2 Suspension by MMPM

We may, at our sole and reasonable discretion, suspend, throttle, rate-limit, place into read-only mode, or otherwise restrict access to all or part of your account, substrate, or API keys, with or without prior notice, where we reasonably believe one or more of the following applies:

• You have breached, or are likely to breach, these Terms or the Acceptable Use Policy.
• Your account is the source or target of fraudulent activity, payment chargebacks, account takeover, credential abuse, or unauthorized access.
• A payment is overdue, declined, reversed, or charged back.
• Your usage materially exceeds typical usage for your plan or imposes a disproportionate operational, security, capacity, or financial risk on us, our suppliers, or other customers.
• Your activity threatens the integrity, security, performance, or availability of the Service or any third-party system reachable from it.
• We are required to do so by applicable law, court order, regulatory authority, or to comply with the directions of a payment provider, infrastructure provider, or law enforcement.
• We need to investigate a suspected violation, security incident, or operational anomaly.
• You have made our continued service to you commercially or operationally unviable through abusive, threatening, or harassing behaviour toward our staff, contractors, or other users.

Where reasonably practicable and not contrary to law or our security interests, we will notify you of the reason for suspension and provide a path to remedy. We are not required to provide notice in advance of suspension where we reasonably believe immediate action is necessary to protect the Service, our users, our suppliers, our staff, or to comply with law. Suspension does not, by itself, terminate your subscription, and fees may continue to accrue during a suspension imposed for breach or non-payment.

6.3 Termination by MMPM

We may terminate your account, your subscription, or these Terms — in whole or in part — immediately and without refund where:

• The grounds for suspension under Section 6.2 persist or are not remedied within a reasonable cure period (where a cure is offered).
• You commit a material or repeated breach of these Terms or the AUP.
• You engage in illegal activity, fraud, or willful misconduct in connection with the Service.
• You fail to pay any amount when due and the failure is not cured within 30 days.
• We discontinue the Service or a tier of the Service in your region, in which case we will use reasonable efforts to provide at least 30 days’ notice and a pro-rata refund of any prepaid, unused fees.
• Termination is required by law, court order, regulatory authority, or by direction of a payment, infrastructure, or upstream service provider.

6.4 Effect of Termination

On termination, your right to access the Service ends, your substrate may be deprovisioned, and your data is subject to the deletion timelines in Section 6.1 (cancellation) or Section 9.3 (data deletion). For terminations for cause, we may accelerate deletion to as little as 7 days’ notice, or immediate deletion where required by law. Sections that by their nature should survive termination — including Sections 5.4 (Refunds), 7 (Disclaimers), 8 (Liability), 10 (Intellectual Property), 13 (Governing Law), 14 (Indemnification), 15 (Force Majeure), and 17 (General) — survive termination.

6.5 No Refund on Termination for Cause

No refund or service credit will be issued for periods during which your account was suspended or terminated for cause, including for breach of these Terms, AUP violations, fraud, non-payment, or chargeback. Mandatory consumer protection rights in your jurisdiction are unaffected.

7. Disclaimer of Warranties

8. Limitation of Liability

9. AI-Specific Disclaimers

This section is critical. Please read it before relying on memory outputs.

9.1 Probabilistic Reconstruction

Memory atoms are outputs of a probabilistic machine learning model. The same query may produce different outputs on different dates (stochasticity). MMPM reconstructs context that was not explicitly stored — inferred content may be plausible but inaccurate. MMPM may generate false or misleading information that appears truthful (hallucination risk). Outputs may reflect biases present in underlying training data.

9.2 Your Responsibility to Verify

You are solely responsible for independently verifying all memory outputs before relying on them, using memory atoms for informational purposes only (not as a substitute for independent verification), and understanding the limitations of probabilistic AI systems.

9.3 Data Deletion & Forensic Recovery

Deletion removes access to your data within 24 hours. Automated backups are purged within 90 days. After 90 days, we provide no forensic recovery guarantee. Cold-storage data older than 2 years is not recoverable. MMPM is not a backup system.

9.4 No Automated Decision-Making

MMPM does not make automatic decisions that affect your legal rights. Memory atoms are not used for credit decisions, hiring, loan qualification, or similar high-stakes determinations without explicit customer configuration and human oversight. If you believe MMPM is being used to make automated decisions affecting your legal rights, contact support@parametric-memory.dev immediately.

10. Intellectual Property

You retain all rights to the data and memory atoms you store in MMPM. You grant us a limited, non-exclusive, royalty-free license to store, process, retrieve, and back up your data solely to provide the Service. We will not sell, commercialize, or use your data for training AI models without explicit opt-in consent.

The MMPM platform, software, Markov-Merkle algorithms, API, and all associated intellectual property are our exclusive property. You receive a limited, non-exclusive, non-transferable license to use MMPM in accordance with these Terms. You may not reverse-engineer, copy, sublicense, or use MMPM to develop a competing product.

11. Acceptable Use

You agree to comply with our Acceptable Use Policy, which is incorporated by reference. Key prohibitions include: illegal activities, unauthorized access to other substrates, reverse engineering MMPM’s architecture, using memory for automated decisions affecting legal rights without human oversight, storing children's data without appropriate safeguards, crypto mining, spam, and training competing AI models on extracted atoms.

12. Privacy

Your use of MMPM is governed by our Privacy Policy, incorporated by reference. For B2B customers whose use involves processing personal data on behalf of end users, our Data Processing Agreement applies and is incorporated by reference.

13. Governing Law & Dispute Resolution

13.1 For Business / Commercial Customers

Governing law: New Zealand. Disputes are subject to the exclusive jurisdiction of the District Court or High Court of New Zealand, seated in Auckland. Either party may require binding UNCITRAL arbitration in Auckland for claims exceeding NZ$10,000.

13.2 For Consumer Customers

Governing law: New Zealand. However, if you are a consumer in a jurisdiction with mandatory consumer protection laws (EU, UK, Australia, California, and others), you retain the right to bring claims in the courts of your home country. We will not require consumers to litigate exclusively in New Zealand.

Example: An EU consumer may bring a claim under GDPR in a German court, despite NZ law governing this agreement. An Australian consumer may pursue remedies under the Australian Consumer Law in Australian courts.

13.3 Informal Resolution First

Before formal proceedings, both parties agree to attempt good-faith negotiation via email for 30 days. Contact legal@parametric-memory.dev to initiate.

14. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Parametric Memory Limited, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, loss, liability, damage, fine, penalty, or expense (including reasonable legal fees) arising out of or related to:

• Your data, content, or memory atoms stored, processed, or transmitted via the Service, including claims that your data infringes intellectual property rights, violates privacy or data-protection law, or is unlawful.
• Your use of the Service in breach of these Terms or the AUP.
• Your processing of personal data of end users where you act as the data controller, including any failure to obtain a lawful basis, provide notices, or honor data subject rights.
• Your reliance on probabilistic memory outputs in any application, decision, or product, including outputs that are inaccurate, inferred, or hallucinated.
• Your violation of any law, regulation, or third-party right through your use of the Service.

We will promptly notify you of any claim subject to indemnification and reasonably cooperate in the defense at your expense. We may participate in the defense with counsel of our choosing. You may not settle any claim that imposes any obligation or liability on us without our prior written consent. This section does not apply to consumers to the extent that mandatory consumer protection law in your jurisdiction prohibits or limits indemnities of this nature.

15. Force Majeure

Neither party will be liable for failure or delay in performing any obligation (other than payment of fees due) caused by events beyond its reasonable control, including: acts of God; natural disasters; pandemic or public health emergency; war, terrorism, civil unrest, or sanctions; failures or outages of telecommunications, electricity, the public internet, or upstream cloud, hosting, AI model, or payment providers; cyberattacks or denial-of-service attacks; labor disputes; or government action. The affected party will use reasonable efforts to mitigate the impact and resume performance.

16. Changes to These Terms

We may update these Terms at any time. Material changes require 30 days’ prior written notice via email and a notice on our website. Your continued use after the notice period constitutes acceptance. If you object to material changes, you may cancel your subscription without penalty before the new Terms take effect.

17. General

Severability: If any provision is held invalid, it will be severed and the remainder of the Terms continues in full force.

Waiver: Failure to enforce any provision is not a waiver of that right.

Entire Agreement: These Terms, together with our Privacy Policy, Acceptable Use Policy, and any applicable DPA, constitute the entire agreement between you and MMPM.

18. Contact

• General support: support@parametric-memory.dev
• Legal inquiries: legal@parametric-memory.dev
• Privacy requests: privacy@parametric-memory.dev