Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Softmax Data Inc., a British Columbia corporation ("Company," "we," "us," or "our"), governing your access to and use of the Engram platform, including the web dashboard at app.engram.so, the Engram REST API, MCP server integrations, SDKs, and all related documentation (collectively, the "Service").

By creating an account, accessing the Service, or using any Engram API endpoint, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Service

Engram provides persistent, human-like memory infrastructure for AI agents. The Service enables AI systems to store, organize, retrieve, and reason over structured memory data across conversations and sessions. Core capabilities include:

• Memory Contexts — isolated memory spaces that hold bullets (atomic facts), schemas (structured knowledge), and metadata
• Commit & Materialize — operations that extract structured memories from raw conversation text using LLM inference
• Semantic Search — vector-based retrieval of relevant memories using embedding models
• MCP Server Integration — a Model Context Protocol server that allows AI assistants (Claude, GPTs, etc.) to read and write memories natively
• Web Dashboard — a management interface for viewing, editing, and monitoring your memory data and API keys

The Service is provided on an "as available" basis. We continuously develop and improve the platform, which may result in changes to features, API endpoints, or functionality. We will make commercially reasonable efforts to communicate breaking changes in advance.

3. Eligibility

You must be at least 16 years of age to use the Service. By agreeing to these Terms, you represent and warrant that you meet this age requirement and have the legal capacity to enter into a binding agreement. If you are under 18, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf.

4. Account Registration & Security

To use the Service, you must create an account using a valid email address or a supported third-party authentication provider (e.g., Google Sign-In). You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your credentials confidential and not share them with any third party
• Enable multi-factor authentication (MFA) as part of the onboarding process; MFA is required for all accounts and may not be disabled
• Notify us immediately at success@softmaxdata.com if you suspect unauthorized access to your account

You are solely responsible for all activity that occurs under your account, including actions taken by AI agents or automated systems that use your API keys.

5. Bring Your Own Key (BYOK)

Engram operates on a Bring Your Own Key model. You must provide your own API keys for third-party LLM and embedding providers (currently OpenAI; Anthropic support is optional) to enable core functionality such as commit, materialize, and semantic search.

You acknowledge and agree that:

• You are solely responsible for all costs, usage limits, and terms of service associated with your third-party API keys
• We encrypt your API keys at rest using AES-256-GCM encryption and only decrypt them at the moment of performing an operation you have explicitly initiated
• We do not log, cache, or store the plaintext values of your API keys beyond what is necessary for the encrypted-at-rest storage
• When you invoke commit, materialize, or search operations, your memory data is sent to the third-party provider using your key; such data is then subject to that provider's own terms of service and privacy policy
• We are not responsible for any data processing, retention, or use performed by third-party providers once your data leaves our systems

6. Your Data & Intellectual Property

Ownership. You retain all right, title, and interest in and to the data you store through the Service ("Your Data"), including memory contexts, bullets, schemas, conversation inputs, and any outputs generated from your data.

License to us. You grant Softmax Data Inc. a limited, non-exclusive, worldwide, royalty-free license to host, store, process, and transmit Your Data solely as necessary to provide, maintain, and improve the Service. This license terminates when you delete Your Data or your account.

No training. We do not use Your Data to train machine learning models, build aggregate datasets, or develop competing products. Your Data is used exclusively to deliver the Service to you.

Our IP. The Service, including its software, APIs, design, documentation, and trademarks, is owned by Softmax Data Inc. and is protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service in accordance with these Terms.

7. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You shall not:

• Use the Service to store, process, or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Store personally identifiable information (PII) of third parties without their consent or a lawful basis for processing
• Attempt to gain unauthorized access to any part of the Service, other accounts, computer systems, or networks connected to the Service
• Interfere with or disrupt the integrity, performance, or availability of the Service, including through denial-of-service attacks, excessive API calls, or exploitation of vulnerabilities
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Use the Service to develop a competing product or service, or to benchmark the Service for competitive purposes without our prior written consent
• Resell, sublicense, or redistribute access to the Service without our prior written consent
• Use automated means to scrape, crawl, or extract data from the Service beyond what is available through the documented API

We reserve the right to investigate and take appropriate action against any suspected violations, including suspending or terminating your account and reporting unlawful activity to law enforcement.

8. API Usage & Rate Limits

Access to the Engram API is governed by rate limits and usage quotas that may vary based on your account tier. Current rate limits are documented in our API reference. We reserve the right to throttle or temporarily restrict API access to maintain platform stability. Persistent abuse of rate limits may result in account suspension.

API keys are personal to your account and must not be shared, published, or embedded in client-side code. You are responsible for securing your API keys and for all requests made using them, whether authorized by you or not.

9. Service Availability & Modifications

We aim to maintain high availability but do not guarantee uninterrupted or error-free access to the Service. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will make reasonable efforts to provide advance notice)
• Unscheduled maintenance required to address security vulnerabilities or critical bugs
• Factors beyond our reasonable control (see Force Majeure below)

We may modify, update, or discontinue features of the Service at any time. For material changes that affect the API or your workflows, we will use commercially reasonable efforts to provide at least 30 days' advance notice via email or the dashboard.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, we do not warrant that the Service will meet your requirements, that the results obtained from use of the Service will be accurate or reliable, or that the Service will be available at any particular time or location.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFTMAX DATA INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to, use of, or inability to access or use the Service
• Any unauthorized access to or use of our servers or your personal information
• Any interruption or cessation of transmission to or from the Service
• Any bugs, viruses, or similar issues transmitted through the Service by a third party
• Any errors or omissions in any content or data, or any loss or damage resulting from your use of content or data
• Any actions or data processing performed by third-party LLM providers using your API keys

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Softmax Data Inc. and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) your use of the Service; (b) Your Data or any content you store through the Service; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

13. Termination

By you. You may terminate your account at any time through the Settings page or by contacting us at success@softmaxdata.com. Upon termination, your right to use the Service ceases immediately.

By us. We may suspend or terminate your account immediately, without prior notice, if we reasonably believe that you have violated these Terms, engaged in fraudulent or unlawful activity, or if required by law. We may also terminate or suspend your account with 30 days' notice for any other reason.

Effect of termination. Upon termination, we will delete Your Data within 30 days, except where retention is required by applicable law. You may request an export of Your Data prior to termination. Sections that by their nature should survive termination (including Limitation of Liability, Indemnification, and Governing Law) shall survive.

14. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power outages, internet or telecommunications failures, or failures of third-party service providers (including cloud hosting and LLM providers).

15. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. You irrevocably submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada for the resolution of any disputes arising out of or relating to these Terms or the Service.

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute in good faith through negotiation for a period of at least thirty (30) days after written notice of the dispute.

16. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will notify you by email (to the address associated with your account) and by posting a prominent notice on the dashboard at least 15 days before the changes take effect. The "Effective date" at the top of this page indicates when these Terms were last revised.

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and terminate your account before the changes take effect.

17. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Softmax Data Inc. regarding the Service and supersede all prior agreements, understandings, and communications.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

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

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

No Third-Party Beneficiaries. These Terms do not confer any rights on any third party.

18. Contact

If you have questions, concerns, or feedback about these Terms, please contact us: