Commercial terms of service.

These Commercial Terms of Service ("Terms") are an agreement between Avery Intelligence, Inc. d/b/a Momental ("Momental", "we", "us") and the organization, company, or other entity that you represent ("Customer"). They govern Customer's use of the Momental platform and all related tools, documentation, and services (the "Services"). These Terms are effective on the earlier of the date Customer first consents to these Terms and the date Customer first accesses the Services ("Effective Date").

You may not enter into these Terms on behalf of an organization unless you have the legal authority to bind that entity. You must be at least 18 years old to use the Services.

↳ A. Services

Overview. Subject to these Terms, Momental gives Customer permission to use the Services. The Services include an AI-powered strategic alignment platform that helps organizations capture, organize, and analyze organizational knowledge through AI assistants, automated conflict detection, document analysis, and related features. The Services may be further described in an Order Form or Statement of Work executed by the parties, which together with these Terms forms the "Agreement." In the event of conflict between an Order Form and these Terms, the Order Form controls.

Service Levels. Momental targets 99.5% monthly uptime for the Services, excluding scheduled maintenance announced at least 48 hours in advance and downtime caused by third-party AI providers, force majeure, or Customer action. For each full hour of downtime below this target in a billing month, Customer's sole and exclusive remedy is a service credit equal to one day of the monthly subscription fee, capped per month at the monthly subscription fee. Customer must request credits in writing within 30 days of the affected period. Order Forms may specify a higher uptime commitment, which supersedes this default.

Service Evolution. Momental may add, modify, or remove features. For material changes to features Customer actively uses, we will provide 14 days' notice. For feature removal, 30 days' notice except for security or legal reasons. For breaking API or integration changes requiring Customer action, 60 days' notice with migration guidance. Notice will be sent to workspace administrators via email and displayed in the application. Customer may terminate with a pro-rata refund if a material change negatively impacts Customer's use of the Services.

Third-Party AI Providers. The Services use third-party AI model providers to process Customer Content. If these providers experience outages or service changes, the Services may be similarly affected. We will provide at least 14 days' advance notice by email to workspace administrators of material model swaps that may affect output reproducibility for regulated-industry use, except where shorter notice is required for security or compliance. Routine model updates by upstream providers are reflected through normal Service operation without separate notice. We are not liable for service disruptions, errors, or policy changes originating from AI providers.

Beta Features. Momental may offer features identified as "beta," "preview," or "early access." Beta Features are provided as-is without SLA, support commitments, or indemnification obligations. Momental may discontinue Beta Features at any time without notice.

Autonomous Agents. The Services include AI agents that may take actions in Customer-connected systems (including code repositories, issue trackers, messaging platforms, document stores, and other integrations) within the scope of permissions Customer grants. Customer is solely responsible for: (a) selecting which agents to enable; (b) configuring the scope of integration permissions on the principle of least privilege; (c) granting, monitoring, and revoking integration credentials; (d) maintaining independent backups and version control of any system an agent may modify; (e) using sandbox, preview, or staging environments before authorizing agents to operate against production systems; and (f) reviewing actions taken by agents in Customer's systems. Customer must follow the agent-scope expectations set out in the Usage Policy. Momental disclaims liability for agent actions taken within Customer-granted scope, except in cases of Momental's gross negligence or willful misconduct. Customer may pause or revoke any agent's access at any time through workspace settings.

Destructive Actions and Autonomy Mode. By default, agents must request affirmative human approval before performing destructive or irreversible operations in Customer-connected systems (including, without limitation, deletion of production data, force-push to default branches, dropping database tables, terminating cloud resources, sending mass external communications, initiating payments, or merging unreviewed pull requests). Customer may affirmatively opt any agent into "autonomous mode" through workspace settings, in which case the agent may perform such operations without per-action approval. Opting into autonomous mode is a deliberate Customer decision; Customer assumes the risk of damage caused by autonomous-mode actions taken within Customer-granted scope and, to the maximum extent permitted by law, waives any claim against Momental for consequential, incidental, indirect, or special damages arising out of such autonomous-mode actions. Momental's standard liability cap continues to apply to direct damages; the supercap carve-outs in Section L remain unaffected.

Feedback. If Customer provides feedback regarding the Services, Momental may use such feedback in anonymized and aggregated form to improve the Services, without obligation to Customer. Momental will not publicly attribute feedback to Customer or quote Customer without Customer's prior written consent.

↳ B. Customer Content

As between the parties and to the extent permitted by applicable law, Momental agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Momental disclaims any rights it receives to Customer Content under these Terms. Subject to Customer's compliance with these Terms, Momental hereby assigns to Customer its right, title, and interest (if any) in and to Outputs. Momental will not train AI models on Customer Content.

"Inputs" means submissions to the Services by Customer or its users and "Outputs" means responses generated by the Services to Inputs (Inputs and Outputs together are "Customer Content").

Customer acknowledges that: (a) Outputs may not be unique, and other customers may receive similar or identical outputs; (b) Outputs are generated by AI and may contain errors or inaccuracies; (c) Customer is responsible for evaluating whether Outputs are appropriate for its use case, including where human review is appropriate; and (d) factual assertions in Outputs should not be relied upon without independently checking their accuracy.

Context Library. The Services create structured context representations from Customer Content (including knowledge atoms, relationships, derivation chains, and conflict records) to power platform features. These artifacts persist in Customer's workspace until deleted by Customer or upon account termination.

Customer as Deployer of Outputs. If Customer surfaces Outputs to Customer's own end users, customers, employees, or third parties (whether through a chatbot, support agent, public-facing communication, document, or any other channel), Customer is the deployer and publisher of those Outputs and is solely responsible for: (a) reviewing Outputs for accuracy, completeness, and appropriateness before surfacing them; (b) presenting any disclaimers, professional-licensure notices, or AI-generation notices required by applicable law or by Momental's Usage Policy; (c) honoring representations or commitments those Outputs make to end users; (d) handling user complaints, refunds, or disputes arising from those Outputs; and (e) complying with all applicable law (including consumer-protection, advertising, professional-licensure, and AI-disclosure laws) in the jurisdictions where the Outputs are received. Momental's role is limited to providing the platform that produced the Outputs; Momental does not assume the role of publisher, fiduciary, professional advisor, or representative to Customer's end users.

Inputs Customer Provides. Customer represents and warrants that it has, and will maintain throughout the term, all rights, licenses, consents, and permissions necessary for Momental to process Customer's Inputs to provide the Services, including for ingestion into the knowledge graph, embedding generation, and routing to third-party AI providers. Customer further represents and warrants that its Inputs do not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights. Customer's indemnification obligations in Section K cover third-party claims arising from breach of these representations.

↳ C. Data Privacy

Data submitted through the Services will be processed in accordance with the Momental Data Processing Addendum (DPA), which is incorporated into these Terms by reference and effective upon Customer's acceptance of these Terms. No separate signature is required. Customer data is processed and stored in the United States; international transfer mechanisms (EU Standard Contractual Clauses Module 2, UK IDTA) are described in the DPA. The current list of Sub-processors is published at momentalos.com/security. Momental will provide at least 30 days' advance notice of any new Sub-processor by email to workspace administrators and by updating the published list. Customer may object to a new Sub-processor in writing within that 30-day notice period; if Customer's objection cannot be resolved in good faith, either party may terminate the affected Services with a pro-rata refund of prepaid fees.

↳ D. Acceptable Use

Customer and its users may only use the Services in compliance with these Terms and the Momental Usage Policy, which is incorporated by reference. The Usage Policy includes prohibited data types, prohibited use cases, AI accuracy expectations, agent-scope expectations, and geographic restrictions. Customer is responsible for all activity under its account and will promptly notify Momental of any unauthorized access or security incident.

High-Risk and Regulated Deployments. Customer represents and warrants that it will not use the Services, and will not allow its users to use the Services, for any "high-risk," "consequential decision," or "prohibited" deployment under applicable AI law, including: (a) automated decision-making with legal or similarly significant effects on a natural person in the areas of employment, education, financial services, insurance, housing, healthcare, voting, or essential government services; (b) the prohibited practices under Article 5 of the EU AI Act; (c) "high-risk artificial intelligence systems" as defined under the Colorado AI Act (Colo. Rev. Stat. § 6-1-1701 et seq.); (d) "high-risk artificial intelligence systems" or use in "consequential decisions" under the Texas Responsible Artificial Intelligence Governance Act; (e) automated employment decision tools subject to New York City Local Law 144; or (f) the high-risk uses in Annex III of the EU AI Act, unless in each case Customer has entered into a separate written enterprise addendum with Momental that expressly permits the deployment and allocates the corresponding compliance obligations. Customer is the "deployer" (or equivalent term) under all such laws for its use of the Services, and is solely responsible for the deployer-side obligations, including impact assessments, notice to affected individuals, human oversight, recordkeeping, and registration. Customer indemnifies Momental for any third-party claim or regulatory action arising from Customer's deployment in violation of this representation.

↳ E. Confidentiality

Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. Momental's pricing, algorithms, security architecture, and non-public product plans are Momental's Confidential Information.

Obligations. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information with employees, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. Recipient will protect Discloser's Confidential Information with no less than reasonable care.

Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) was known to Recipient before disclosure; (c) is independently developed by Recipient; or (d) is rightfully received from a third party without restriction. Recipient may disclose Confidential Information if required by law, provided Recipient gives Discloser prompt written notice (to the extent permitted) and cooperates with efforts to seek a protective order.

Destruction. Recipient will destroy Discloser's Confidential Information promptly upon request, except for copies in automated backups (which remain subject to confidentiality obligations) or as required by law. Confidentiality obligations survive termination for three years, except trade secrets are protected for as long as they remain trade secrets.

↳ F. Fees and Payment

Pricing. The Services are offered through a seat-based subscription model. Current pricing is available on our pricing page. All fees are exclusive of applicable taxes unless otherwise stated.

Payment Terms. Subscription fees are billed in advance (monthly or annually). Payment is due upon receipt of invoice. All fees are non-refundable except as required by law or as expressly stated. We may modify pricing with 30 days' notice to existing customers.

Automatic Renewal. Subscriptions automatically renew at the end of each term (monthly or annual, as selected at purchase) for successive terms of the same length, charged to the payment method on file, until canceled. Customer may cancel at any time before the next renewal by going to Settings → Manage Subscription in the application, which opens Customer's Stripe Customer Portal — there Customer may cancel the subscription, change plan, update payment methods, or download invoices, exclusively online and without contacting Momental support, by phone, or by email. Cancellation takes effect at the end of the then-current billing period; Customer retains access through that date and is not charged for any subsequent term. Stripe sends an upcoming-invoice email reminder before each charge to the workspace billing contact on file. Where Customer's jurisdiction additionally requires advance notice of automatic renewal (including California Business & Professions Code §17602 for annual subscriptions), Momental will deliver the required notice to the workspace billing contact at the timing prescribed by that statute. Customer may at any time request a copy of these auto-renewal terms by contacting [email protected].

AI Usage. AI processing is metered based on underlying model costs. Customer's workspace maintains a credit balance. We will notify workspace administrators when usage reaches 50%, 80%, and 100% of the monthly spending cap. Customer may set a monthly spending cap; when reached, AI processing pauses until the next billing cycle or cap increase.

Fair Use. We reserve the right to throttle usage we determine to be abusive or commercially unreasonable. We may implement emergency rate limiting for commercially unreasonable usage patterns. If our systems detect potential runaway behavior (e.g., autonomous AI processing loops), we will automatically pause the affected processes and notify Customer. We will not charge for AI processing calls identified as runaway behavior after detection. Customer may dispute charges for suspected runaway behavior within 30 days by contacting [email protected].

Billing. Failure to pay all amounts owed when due may result in suspension or termination of access to the Services.

↳ G. Intellectual Property

Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property.

↳ H. Publicity

Momental may use Customer's name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt out at any time by sending a written request to [email protected].

↳ I. Termination and Suspension

Term. These Terms start on the Effective Date and continue until terminated.

Termination for Convenience. Customer may terminate at any time by providing notice. Upon termination for convenience, Customer may continue to use the Services through the end of the then-current billing period, after which access will cease. No refund is provided for the remaining billing period. Momental may terminate without cause on 60 days' prior written notice for paying Customers in good standing, or 30 days' prior written notice for free-tier Customers. Upon Momental-initiated termination without cause, Customer is entitled to a pro-rata refund of prepaid fees.

Termination for Cause.

• Either party may terminate for material breach by providing 30 days' notice detailing the nature of the breach, unless cured within that time. For non-payment, the cure period is payment within 30 days.
• Momental may terminate immediately if: (a) Customer inputs prohibited data types; (b) Customer uses the Services for illegal purposes or to harm third parties; (c) Customer deliberately circumvents security controls; (d) Customer violates export control laws; (e) continued provision creates imminent legal liability to Momental or security risk; or (f) required by court order or applicable law.

Suspension. Momental may suspend Customer's access if: (a) there is a risk to or attack on the Services; (b) Customer is using the Services in violation of Section D; (c) provision of the Services is prohibited by applicable law; or (d) a vendor suspends Momental's use of required third-party services. Momental will use reasonable efforts to provide notice and resume service as soon as the cause is cured.

Refunds on Termination. Termination by Customer without cause: no refund. Termination by Momental without cause: pro-rata refund of prepaid fees. Termination for Customer's breach: no refund.

Data Export. Upon termination, Customer has 60 days on paid plans (or 30 days on free-tier plans) to export data using export functionality or by contacting support. After this period, data will be deleted in accordance with our Privacy Policy.

Effect of Termination. Upon termination, Customer may no longer access the Services. Sections B, E, F, G, H, I, J, K, L, and M survive termination.

↳ J. Disputes

Informal Resolution. Before initiating formal dispute resolution, the parties will attempt to resolve any dispute informally by contacting [email protected]. The parties will attempt resolution within 45 days.

Arbitration. Any dispute will be determined by final, binding arbitration by a sole arbitrator in San Francisco, California pursuant to the Comprehensive Arbitration Rules of JAMS. Judgment on any award may be entered in any court of competent jurisdiction. Each party waives the right to a trial by jury and the right to participate in a class action.

EU/EEA/UK Customers. If Customer resides in the EEA, Switzerland, or the UK, the arbitration clause, class action waiver, and jury trial waiver do not apply. Disputes will be resolved in the courts of Customer's country of residence, and mandatory consumer protection laws of Customer's jurisdiction shall apply.

Equitable Relief. This Section J does not limit either party from seeking equitable relief.

↳ K. Indemnification

Claims Against Customer. Momental will defend Customer from and against any third-party claim alleging that Customer's authorized, paid use of the Services (including Outputs generated through such use) infringes a valid copyright, patent, or trademark, and indemnify Customer for any resulting judgment or Momental-approved settlement. If Momental believes the Services may infringe, Momental may at its option: (a) obtain a license for continued use, (b) modify the Services to be non-infringing, or (c) terminate Customer's subscription with a pro-rata refund.

Claims Against Momental. Customer will defend Momental from and against any third-party claim or government action related to: (a) Customer's Inputs or other data provided by Customer, including claims that Customer's Inputs infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights; (b) Customer's use of the Services in violation of the Usage Policy or Section D; (c) Customer's use of the Services for prohibited purposes or in any high-risk, consequential-decision, or prohibited-practice deployment in breach of Section D; (d) Customer's input of prohibited data types; (e) Outputs surfaced by Customer to its end users or third parties, including claims by those end users or third parties arising from Customer's failure to verify, disclaim, or appropriately deploy those Outputs; (f) Customer's marketing or representations about its own AI-powered products or services that overstate, mischaracterize, or omit material facts about how AI is used (including any so-called "AI washing"); and (g) any action taken by an agent in autonomous mode under Section A or otherwise within Customer-granted scope. Customer will indemnify Momental for any resulting judgment, fine, penalty, or Customer-approved settlement, plus reasonable costs and attorneys' fees.

Exclusions. Neither party's indemnification obligations apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of these Terms. Momental's obligations do not apply to claims arising from: (a) Customer's modifications to the Services or Outputs; (b) combination of Outputs with non-Momental materials; (c) Inputs or data provided by Customer; (d) use of the Services in violation of these Terms; (e) the practice of a patented invention in an Output; or (f) trademark claims based on use of an Output in trade or commerce.

Process. The indemnified party must promptly notify the indemnifying party and reasonably cooperate in the defense. The indemnifying party retains control of the defense, except the indemnified party may reject any settlement requiring admission of wrongdoing.

Sole Remedy. To the extent covered under this Section K, indemnification is each party's sole and exclusive remedy for third-party claims.

↳ L. Warranties and Liability Limits

Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into these Terms will not violate any of its corporate rules. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MOMENTAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MOMENTAL DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

Limits on Liability. Except as expressly stated below, the liability of each party for any damages arising out of or related to these Terms (a) excludes consequential, incidental, special, indirect, or exemplary damages, including lost profits, revenue, data, or goodwill; and (b) is limited to fees paid by Customer for the Services in the previous 12 months. The cap and the exclusion of damages in this Section do not apply to: (i) Customer's payment obligations under Section F; (ii) either party's obligations under Section K (Indemnification); (iii) either party's breach of Section E (Confidentiality); (iv) Customer's willful or grossly negligent violation of Section D or the Usage Policy; or (v) either party's fraud, willful misconduct, gross negligence, or violation of law. These limitations apply to the maximum extent permitted by applicable law, regardless of the form of action, and even if the breaching party was advised of the possibility of such damages.

↳ M. Miscellaneous

Notices. All notices must be in writing. Notices may be delivered electronically to the address provided to Momental if to Customer; and to [email protected] if to Momental.

Amendment. Momental may update these Terms, effective 30 days after posting or notice to Customer, except updates for changes in law take effect immediately. Changes will not apply retroactively. Material changes will be communicated via email. Customer may terminate with a pro-rata refund of prepaid fees if it does not agree with material changes.

Assignment. Neither party may assign these Terms without the other's prior written consent, except Momental may assign in connection with a merger, acquisition, or sale of substantially all assets, with notice to Customer.

Severability. If any provision is unenforceable, the remaining provisions continue in full force.

Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict of law provisions.

Export. Customer may not export or provide access to the Services where prohibited under U.S. or applicable international law, including to sanctioned countries or persons.

Integration. These Terms (including the Usage Policy, Privacy Policy, DPA, and other documents incorporated by reference) constitute the parties' entire understanding regarding the Services.

Insurance. Momental maintains commercial general liability, cyber liability, and technology errors-and-omissions insurance with industry-standard coverage limits appropriate to its operations. Certificates of insurance are available on request to Customers with executed Order Forms.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemics, war, government actions, third-party infrastructure failures, or cyberattacks not caused by the affected party.

No Agency. Nothing in these Terms creates any agency, partnership, or employment relationship.

↳ Contact

Avery Intelligence, Inc. 1300 El Camino Real, Suite 100 #66, Menlo Park, CA 94025

Contact: [email protected] — all legal, privacy, security, billing, and partnership inquiries.