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. Service level commitments, if any, are set forth in the applicable Order Form.

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 may change AI providers or model versions without prior notice to ensure quality or compliance, except where such change constitutes a material change to features Customer actively uses. 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.

Feedback. If Customer provides feedback regarding the Services, Momental may use that feedback without obligation to Customer.

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.

C. Data Privacy

Data submitted through the Services will be processed in accordance with the Momental Data Processing Addendum ("DPA"), available at momentalos.com/dpa, which is incorporated into these Terms by reference. Customer data is processed and stored in the United States.

D. Acceptable Use

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

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.

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 with 30 days' prior notice.

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 30 days 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 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 related to: (a) Customer's Inputs or other data provided by Customer; (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 (d) Customer's input of prohibited data types, and indemnify Momental for any resulting judgment or Customer-approved settlement.

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 for obligations under Section K (Indemnification) and each party's fraud or willful misconduct, 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. 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.

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.

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