Terms of Service (API)

Last Updated: 2026-06-29 Service Provider: Wontopos, L.L.C. ("Company", "we", "us")

1. Acceptance of Terms

By accessing or using the Wontopos Memory API ("Service"), you ("Client") agree to be bound by these Terms of Service. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. Service Description

The Wontopos Memory API (product name: WOS) provides persistent AI memory storage and retrieval infrastructure for AI applications. The Service enables Clients to store, retrieve, and manage memory data for their AI agents and applications.

For the Tablet model, WOS performs no LLM inference in the storage or retrieval path: retrieval is embedding-based search and ranking only. For the Scroll model, WOS also uses a large language model provided by one of our LLM sub-processors (Google, Anthropic, or OpenAI) to interpret and reformulate the query within the retrieval path — only the query text is sent to that provider, never the stored memories (see DPA Section 8). The Codex model performs reasoning with a Wontopos-operated model on isolated, per-tenant storage kept separate from the shared memory; it is disclosed in the Data Processing Agreement before it processes Client Data. In all cases, Wontopos never uses Client Data to train, fine-tune, or improve any model.

Clients supply their own LLM for application-level reasoning (Bring Your Own LLM). Wontopos is not responsible for the output, quality, or behavior of any LLM used by the Client.

3. Eligibility and Account Access

3.1 The Service is available to individuals aged 18 or older, as well as businesses and organizations. By using the Service, Client represents that they meet this eligibility requirement. If entering into this agreement on behalf of a company or legal entity, Client further represents that they have authority to bind that entity. 3.2 Clients must register for an API key to access the Service. 3.3 Clients are responsible for maintaining the confidentiality of their API keys. 3.4 Clients must notify us immediately of any unauthorized use of their API key. 3.5 We reserve the right to suspend or terminate access for violation of these Terms. 3.6 Geographic restriction. The Service is not offered to, and may not be used by, individuals or entities located in the European Union or European Economic Area (EU/EEA). By using the Service, Client represents that it is not located in, and will not access the Service from, the EU/EEA.

4. Acceptable Use

Clients may not use the Service to store illegal content, facilitate illegal activities, attempt to reverse-engineer or extract underlying systems, resell or sublicense the API without prior written consent, conduct denial-of-service attacks, or store personally identifiable information without a lawful basis under applicable law.

For a full list of prohibited uses, refer to our Acceptable Use Policy (AUP).

5. Data Ownership and Privacy

5.1 Client Data Ownership: All data submitted to the Service ("Client Data") remains the sole property of the Client. 5.2 No Training: We do not use Client Data to train, improve, fine-tune, or develop any AI models or algorithms. For the Tablet model, WOS performs no LLM inference in the storage or retrieval path: retrieval is embedding-based search and ranking only. For the Scroll model, WOS also uses a large language model provided by one of our LLM sub-processors (Google, Anthropic, or OpenAI) to interpret and reformulate the query within the retrieval path — only the query text is sent to that provider, never the stored memories (see DPA Section 8). The Codex model performs reasoning with a Wontopos-operated model on isolated, per-tenant storage kept separate from the shared memory; it is disclosed in the Data Processing Agreement before it processes Client Data. In all cases, Wontopos never uses Client Data to train, fine-tune, or improve any model. 5.3 No Access: Our personnel do not access or view Client Data except as required for technical support explicitly requested by the Client, or as required by law. 5.4 Storage Only: We store and retrieve Client Data solely for the purpose of providing the Service as directed by the Client. 5.5 For full details, refer to our Data Processing Agreement (DPA).

6. Service Availability

6.1 We target the uptime goals set out in our Service Level Agreement (SLA), which is incorporated into these Terms by reference. These uptime goals are internal targets and do not constitute a contractual guarantee. 6.2 Scheduled maintenance will be announced at least 7 days in advance. 6.3 The Service is provided without service credits. Uptime targets do not entitle the Client to refunds, service credits, or other compensation.

7. Fees and Payment

7.1 Fees are usage-based and calculated according to the volume of data the Client processes through the Service, measured per token, with separate rates for input and output published on our pricing page and incorporated into these Terms by reference. Billing is prepaid: the Client maintains a prepaid balance funded through Stripe, with a minimum top-up of 5 USD, and usage is drawn down against that balance. Storage of Client Data is provided at no additional charge. The Service does not offer subscriptions, seats, or periodic invoicing. 7.2 No Refunds; Credit Expiry: All fees and any prepaid balance are non-refundable. Prepaid credit expires twelve (12) months from the date of purchase, after which any unused balance is forfeited. The foregoing applies except where a refund or a longer validity period is required by applicable law. 7.3 We reserve the right to modify pricing with 30 days written notice. 7.4 Failure to maintain a sufficient prepaid balance may result in suspension of Service.

8. Intellectual Property

8.1 The Service, including all underlying technology and software, is owned by the Company and protected by intellectual property laws. 8.2 We grant Client a limited, non-exclusive, non-transferable license to use the Service for Client's internal business purposes. 8.3 Client Data and all outputs derived from Client's use of the Service belong solely to the Client.

9. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed in connection with this agreement ("Confidential Information"). Each party shall protect the other's Confidential Information using at least the same care it uses for its own confidential information. Confidential Information does not include information that is publicly available, independently developed, or required to be disclosed by law or court order. These obligations survive termination of this agreement for a period of three (3) years.

10. Warranty Disclaimer and Limitation of Liability

10.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS, RETRIEVALS, OR OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. 10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. 10.3 OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. This cap does not apply to: (a) the Client's payment obligations; (b) either party's fraud, gross negligence, or willful misconduct; or (c) a party's breach of its confidentiality obligations. 10.4 Specific exclusions from liability include:

• Data loss resulting from Client's failure to maintain their own backups. Client is responsible for maintaining independent backups of critical data.
• Quality, accuracy, or reliability of outputs from any third-party LLM used by the Client in conjunction with the Service.

11. Indemnification

11.1 Client Indemnity. Client agrees to indemnify and hold harmless the Company from any third-party claims, damages, or expenses arising from Client's use of the Service, violation of these Terms, or infringement of any third-party rights by Client Data or Client's use of the Service. 11.2 Company Indemnity. The Company agrees to indemnify and hold harmless the Client from any third-party claim alleging that the Service itself, as provided by the Company and used in accordance with these Terms, infringes that third party's intellectual property rights. This indemnity does not apply to claims arising from Client Data, from modifications not made by the Company, or from use of the Service in combination with products or services not provided by the Company. 11.3 Procedure. The party seeking indemnification (the "Indemnified Party") shall: (a) give the indemnifying party prompt written notice of the claim; (b) allow the indemnifying party to control the defense and settlement of the claim, provided that any settlement that imposes a non-monetary obligation on the Indemnified Party requires its prior written consent; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay.

12. Termination

12.1 Either party may terminate this agreement for convenience with 30 days written notice. 12.2 We may suspend or terminate the Service immediately, without prior notice, if the Client materially breaches these Terms, the Acceptable Use Policy, or fails to maintain a sufficient prepaid balance, or where continued provision of the Service would expose us to legal liability or security risk. 12.3 Upon termination, Client may request an export of their data within 30 days. The Company will use reasonable efforts to delete Client Data following termination, generally within 60 days, subject to operational and legal retention constraints. 12.4 Provisions regarding data ownership, confidentiality, warranty disclaimer, limitation of liability, and indemnification survive termination.

13. Governing Law and Dispute Resolution

13.1 This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising in connection with this agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of Delaware. 13.2 Class-Action Waiver. To the maximum extent permitted by law, each party agrees that any dispute shall be brought solely in that party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. 13.3 Jury-Trial Waiver. To the maximum extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to this agreement.

14. Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, cyberattacks by third parties, power failures, internet outages, or government actions.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

16. Entire Agreement

These Terms, together with the Data Processing Agreement (DPA), Service Level Agreement (SLA), and Acceptable Use Policy (AUP), constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements, representations, and understandings.

17. Enterprise Agreements

For Enterprise clients requiring custom terms, data residency, volume pricing, or other bespoke arrangements, please submit a request through the form on our website at wontopos.com/contact to discuss a custom agreement.

18. Changes to Terms

18.1 We reserve the right to modify these Terms with 30 days notice. For non-material changes, continued use of the Service after the changes take effect constitutes acceptance of the new Terms. 18.2 Material Changes. Material changes (including changes to pricing, limitation of liability, or governing law) take effect only after affirmative notice to the Client. The Client may reject a material change by stopping all use of the Service before the change takes effect. Continued use of the Service after a material change takes effect constitutes acceptance of that change.

19. Notices

Notice to the Company may be given through the request form at wontopos.com/contact and, for formal legal notice, to the Company's registered agent at its address of record. Notice to the Client may be given via the email address or account dashboard on file for the Client. Notices are deemed received when sent, except that formal legal notices to the registered agent are deemed received upon delivery.

20. Assignment

The Client may not assign or transfer this agreement, in whole or in part, without the Company's prior written consent. The Company may assign this agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this agreement binds and benefits the parties and their permitted successors and assigns.

21. No Waiver

No failure or delay by either party in exercising any right under this agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of that right or any other right. A waiver is effective only if made in writing and signed by the waiving party.

22. No Third-Party Beneficiaries

This agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy.

23. Order of Precedence

If these Terms, the DPA, the SLA, the AUP, or the pricing page conflict, the following order of precedence governs: (1) a signed enterprise agreement; (2) the DPA, for data-processing matters; (3) these Terms; (4) the SLA and AUP; and (5) the pricing page.

24. Export Control and Sanctions

The Client represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive trade embargoes or sanctions, and that it is not identified on any government denied-party, restricted-party, or sanctions list. The Client agrees to comply with all applicable export control and sanctions laws in its use of the Service.

25. DMCA and Copyright

If you believe that material accessible through or stored on the Service infringes your copyright, please submit a notice through the request form on our website at wontopos.com/contact. The notice should include the information required under the Digital Millennium Copyright Act (DMCA), including identification of the copyrighted work, identification of the allegedly infringing material, your contact information, and a statement of good-faith belief.

26. Contact and Company Information

For questions regarding these Terms, please submit a request through the form on our website at wontopos.com/contact.