Terms of Service

Perpetual Context, Inc. | A Delaware Corporation
Last Updated: January 19, 2026 | Effective: January 19, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Perpetual Context, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your access to and use of the Perpetual Context website, applications, APIs, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Service

Perpetual Context provides AI-powered context management and knowledge preservation tools designed to enhance productivity and maintain continuity across work sessions. The specific features and functionality may change over time as we improve and expand the Service.

3. Eligibility

To use the Service, you must:

• Be at least 16 years of age
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Service under applicable law
• Not have been previously suspended or removed from the Service

4. Account Registration and Security

4.1 Account Creation

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Accept responsibility for all activities under your account

4.2 Account Security

You are responsible for maintaining the security of your account. You must:

• Use a strong, unique password
• Enable multi-factor authentication when available
• Notify us immediately of any unauthorized access or security breach

4.3 Account Termination

You may delete your account at any time through your account settings. We may suspend or terminate your account if you violate these Terms.

5. Acceptable Use

5.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms.

5.2 Prohibited Conduct

You agree NOT to:

Illegal Activities

• Use the Service for any illegal purpose or in violation of any laws
• Facilitate fraud, money laundering, or other criminal activity

Harmful Content

• Upload, transmit, or store content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Distribute malware, viruses, or other harmful code

Service Integrity

• Attempt to gain unauthorized access to the Service or its systems
• Interfere with or disrupt the Service or servers
• Circumvent security measures or access controls
• Use automated means (bots, scrapers) without authorization
• Reverse engineer, decompile, or disassemble the Service

Intellectual Property

• Infringe upon intellectual property rights of the Company or third parties
• Remove or alter proprietary notices or labels

Misuse

• Impersonate any person or entity
• Use the Service to send spam or unsolicited communications
• Resell or redistribute the Service without authorization
• Use the Service in a manner that could damage our reputation

6. User Content

6.1 Your Content

"User Content" means any data, text, files, information, or other materials you upload, submit, or transmit through the Service.

6.2 Ownership

You retain ownership of your User Content. By uploading User Content, you grant us a limited, non-exclusive license to use, store, process, and display your User Content solely to provide and improve the Service.

6.3 Responsibility

You are solely responsible for your User Content. You represent and warrant that:

• You own or have necessary rights to your User Content
• Your User Content does not violate any laws or third-party rights
• Your User Content does not contain confidential information you are not authorized to share

6.4 Content Removal

We may remove User Content that violates these Terms or that we believe, in our sole discretion, is harmful or objectionable.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including its design, features, functionality, and content (excluding User Content), is owned by Perpetual Context, Inc. and protected by copyright, trademark, and other intellectual property laws.

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes, subject to these Terms.

7.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Sublicense, sell, or transfer your rights to use the Service
• Use our trademarks without prior written consent

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to compensate you.

8. Subscription and Payment

8.1 Pricing

Certain features of the Service require a paid subscription. Prices are displayed on our website and may change with notice.

8.2 Billing

By subscribing to a paid plan, you authorize us to charge your payment method on a recurring basis until you cancel.

8.3 Cancellation

You may cancel your subscription at any time. Upon cancellation:

• You retain access through the end of your current billing period
• No refunds are provided for partial periods
• Your data will be retained according to our Privacy Policy

8.4 Free Trials

If we offer a free trial, you may be required to provide payment information. You will be charged at the end of the trial unless you cancel beforehand.

8.5 Taxes

Prices may exclude applicable taxes, which will be added to your invoice as required by law.

9. Third-Party Services

9.1 Integrations

The Service may integrate with third-party services. Your use of third-party services is subject to their respective terms and privacy policies.

9.2 Disclaimer

We are not responsible for the availability, accuracy, or content of third-party services. We do not endorse any third-party services.

10. Privacy

Your use of the Service is also governed by our Privacy Policy. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

11. Disclaimers

11.1 "As Is" Basis

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Guarantee

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• Results obtained from the Service will be accurate or reliable
• Any errors will be corrected
• The Service will meet your requirements

11.3 AI-Generated Content

The Service may generate AI-assisted outputs. We do not guarantee the accuracy, completeness, or reliability of AI-generated content. You are responsible for reviewing and verifying any outputs before relying on them.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PERPETUAL CONTEXT, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS
• DAMAGES RESULTING FROM INTERRUPTION OR CESSATION OF THE SERVICE
• DAMAGES RESULTING FROM BUGS, VIRUSES, OR OTHER HARMFUL CODE

12.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

12.3 Basis of Bargain

THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US.

13. Indemnification

You agree to indemnify, defend, and hold harmless Perpetual Context, Inc. and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of any applicable laws

14. Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

14.2 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@perpetualcontext.com and attempt to resolve the dispute informally for at least 30 days.

14.3 Arbitration

Any dispute that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware or remotely via video conference.

14.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.5 Exceptions

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.

15. Termination

15.1 By You

You may terminate your account at any time by following the instructions in your account settings.

15.2 By Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Fraudulent or illegal activity
• Non-payment of fees
• Extended period of inactivity
• Request by law enforcement

15.3 Effect of Termination

Upon termination:

• Your right to use the Service ceases immediately
• We may delete your User Content after a reasonable retention period
• Provisions that by their nature should survive will remain in effect

16. Modifications to Terms

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notification for significant changes

Your continued use of the Service after changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service.

17. Modifications to Service

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Perpetual Context, Inc. regarding the Service.

18.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

18.5 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

18.6 Notices

We may provide notices to you via email to the address associated with your account or by posting on the Service. You may contact us at legal@perpetualcontext.com.

18.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, government actions, or internet disruptions.

19. Contact Information

By using Perpetual Context, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.