Terms of Service

These Terms of Service (the “Terms”) constitute a binding agreement between you (“Customer” or “you”) and PonderOS Labs LLC (“Company”, “we” or “us”) governing your access to and use of the PonderOS software-as-a-service application and related services (collectively, the “Service”).

1. Acceptance of the Terms

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, you may not use the Service. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization.

2. Eligibility

You must be at least sixteen (16) years of age and capable of forming a binding contract to use the Service. The Service is not directed to individuals under that age, and you may not use the Service if you are barred from doing so under applicable law.

3. The Service

The Service provides a collaborative workspace for creating and organizing documents, managing tasks and projects, recording and transcribing meetings, and accessing an artificial-intelligence assistant. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms and any plan you have purchased.

We may modify, enhance, suspend, or discontinue any feature of the Service at any time. Where we discontinue a material feature, we will provide advance notice by email or within the Service where reasonably practicable.

4. Accounts and Registration

You must register for an account to use the Service. You agree to provide accurate registration information and to keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You must notify us promptly at support@ponderos.com of any unauthorized use of your account.

The Service supports shared workspaces with administrative roles. A workspace administrator may invite and remove members, assign roles, and access content stored within that workspace. Content you create within a workspace belongs to that workspace and may be accessible to its other members and administrators.

5. Customer Content and License

“Customer Content” means all data, documents, tasks, comments, recordings, transcripts, files, and other materials that you or your authorized users submit to or generate through the Service. As between the parties, Customer retains all right, title, and interest in and to Customer Content, including all intellectual property rights therein. We acquire no ownership interest in Customer Content.

You grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and otherwise process Customer Content solely to the extent necessary to provide, maintain, secure, and support the Service for you and your authorized users, including transmission to the service providers identified in our Privacy Policy. This license terminates when the applicable Customer Content or your account is deleted.

We do not sell Customer Content, use Customer Content for advertising, or use Customer Content to train artificial-intelligence models. You represent and warrant that you have all rights necessary to submit Customer Content to the Service and that Customer Content does not infringe or misappropriate the rights of any third party.

The Service provides a self-service export function permitting you to obtain a copy of your documents, tasks, projects, comments, and cycles in standard file formats. Audio recordings, transcripts, and uploaded media files are not included in that archive and may be requested by contacting support@ponderos.com. Where the size of a workspace exceeds the limits of a single download, we will provide the export by alternative means on request.

6. Artificial Intelligence Features

The Service includes features that use large language models and automated speech-recognition systems to generate summaries, transcripts, suggestions, and other output (“AI Output”). AI Output is generated by automated systems and may be inaccurate, incomplete, or misleading.

AI OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING AI OUTPUT BEFORE RELYING UPON IT OR ACTING ON IT.

Where you instruct the assistant to create or modify Customer Content, you are responsible for the resulting changes. To provide these features, Customer Content that you submit to the assistant is transmitted to third-party model providers as described in the Privacy Policy.

As between the parties, AI Output generated for you through the Service constitutes Customer Content and is owned by you to the extent it is capable of ownership, subject to any rights of the applicable model provider. You acknowledge that AI Output is generated by statistical models, that output that is identical or similar may be generated for other customers, and that we make no representation as to whether AI Output is protectable under, or free of, any intellectual property right.

6A. Beta and Preview Features

We may identify certain features as beta, preview, or early access. Those features are provided for evaluation only, may be modified or withdrawn at any time without notice, are excluded from any commitment regarding the Service, and are provided “as is” without warranty of any kind. We may impose additional or different terms on the use of such features.

7. Acceptable Use

You will not, and will not permit any third party to:

• use the Service in violation of any applicable law or regulation;
• upload or transmit any material that infringes the intellectual property, privacy, or other rights of a third party;
• upload or transmit malicious code, or interfere with or disrupt the integrity, security, or performance of the Service;
• attempt to gain unauthorized access to the Service or to circumvent any authentication, rate limiting, usage limit, or other technical restriction, other than security research conducted in accordance with the policy published on our Security page;
• use the Service to harass, threaten, defame, or impersonate any person;
• resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted, or share a single account among multiple individuals in order to circumvent per-seat pricing.

Recording compliance. Laws governing the recording of communications vary by jurisdiction, and certain jurisdictions require the consent of all participants. You are solely responsible for obtaining all consents and providing all notices required by applicable law before using the recording features of the Service, and for your use of any resulting recording or transcript.

Export control. You represent that you are not located in, and are not a national or resident of, any country subject to United States embargo, and that you are not listed on any United States government list of prohibited or restricted parties. You will not export or re-export the Service in violation of applicable export control laws.

8. Fees and Billing

The Service is offered on a free plan and on paid subscription plans. Plan descriptions, applicable fees, and the usage limits associated with each plan are set out on our pricing page and are enforced within the Service.

Paid plans are billed in advance on a recurring basis through our third-party payment processor. We do not receive or store your payment card details. Subscriptions renew automatically for successive periods at the then-current rate unless cancelled before the end of the current billing period. You may cancel at any time within the Service; cancellation takes effect at the end of the current billing period.

Except as expressly stated in these Terms or as required by law, fees are non-refundable and we do not provide refunds or credits for partial billing periods. Where a promotional or founding-member rate is offered, that rate applies for so long as the subscription remains continuously active.

We may change our fees upon not less than thirty (30) days’ prior notice to the email address associated with your account. Fee changes take effect at the start of the next billing period following the notice period, and you may cancel before they take effect.

9. Intellectual Property

Excluding Customer Content, the Service and all software, documentation, trademarks, and other materials comprising or provided in connection with it are and remain the exclusive property of Company and its licensors. No rights are granted except as expressly set forth in these Terms. You may provide suggestions or feedback regarding the Service, and we may use such feedback without restriction or obligation to you.

10. Confidentiality

Each party may receive non-public information of the other party in connection with the Service (“Confidential Information”). The receiving party will use Confidential Information only as necessary to perform under these Terms and will protect it using no less than reasonable care. Customer Content is Customer’s Confidential Information. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully known without restriction, or is independently developed, and do not prevent disclosure required by law provided that reasonable advance notice is given where permitted.

11. Term and Termination

These Terms commence when you first accept them and continue until your account is terminated. You may discontinue use of the Service at any time and may request deletion of your account by contacting support@ponderos.com.

We may suspend or terminate your access to the Service if you materially breach these Terms, if your account is used in a manner that harms the Service or another user, or if fees remain unpaid following notice. Except where the breach is such that delay would cause harm, we will provide notice and a reasonable opportunity to cure. Where we terminate for reasons other than your breach, we will refund the unused portion of any prepaid fees.

Upon termination, your right to access the Service ceases. For thirty (30) days following termination, other than a termination for your material breach of Section 7, we will on written request to support@ponderos.com provide you with a copy of Customer Content. After that period, Customer Content will be deleted in accordance with the Privacy Policy.

Sections 5 (excluding the license granted in the second paragraph, which terminates as stated in that paragraph), 8 with respect to fees accrued before termination, 9, 10, 12, 13, 14, 15, and 18 survive termination.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY UNITED STATES DOLLARS (US$50).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or for death or personal injury caused by negligence. Customer is responsible for maintaining independent copies of Customer Content, for which the export function is provided.

14. Indemnification

14.1 By Customer. You will defend, indemnify, and hold harmless Company from and against any third-party claim, and any resulting damages, liabilities, and reasonable attorneys’ fees, arising out of or relating to Customer Content, your use of the Service in breach of these Terms, or your violation of applicable law, including any law governing the recording of communications.

Our right to indemnification is conditioned on our providing you with prompt written notice of the claim, reasonable cooperation at your expense, and control of the defense and settlement of the claim, provided that you will not enter into any settlement that imposes any liability or obligation on us, or admits any fault on our part, without our prior written consent, which will not be unreasonably withheld. We may participate in the defense at our own expense with counsel of our choosing.

14.2 By Company. Subject to the limitations in Section 13, we will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s United States patent, copyright, or trademark, and will pay amounts finally awarded against you by a court of competent jurisdiction or agreed in settlement by us. This obligation does not apply to any claim arising from Customer Content, from your combination of the Service with anything not provided by us, or from your use of the Service in breach of these Terms. If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify it so it is non-infringing, or terminate the affected subscription and refund any prepaid fees for the unused portion of the term. This Section states our entire liability and your exclusive remedy for any claim of infringement.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of New Jersey, United States, without regard to its conflict-of-laws provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Jersey for any dispute arising out of or relating to these Terms, and waive any objection to venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before initiating any proceeding, the initiating party will provide the other with written notice of the dispute and the parties will attempt in good faith to resolve it within thirty (30) days of that notice.

To the extent permitted by applicable law, each party knowingly and voluntarily waives any right to trial by jury in any action or proceeding arising out of or relating to these Terms or the Service.

16. Changes to the Terms

We may amend these Terms from time to time. Amendments become effective on the date indicated at the top of this page. Where an amendment materially affects your rights or obligations, we will provide not less than thirty (30) days’ prior notice by email or within the Service. Your continued use of the Service after an amendment takes effect constitutes acceptance of the amended Terms; if you do not accept them, you must cancel your subscription and discontinue use of the Service.

17. Copyright Complaints

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Notices should be sent to our designated agent at support@ponderos.com and must contain the elements required by 17 U.S.C. § 512(c)(3). We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

18. General

These Terms, together with the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for any failure to perform due to causes beyond its reasonable control. There are no third-party beneficiaries to these Terms.

Notices to you may be given by email to the address associated with your account and are deemed given when sent; notices to us must be sent to support@ponderos.com and are deemed given when received.

19. Contact

Questions regarding these Terms may be directed to support@ponderos.com. We maintain a separate address for security matters, published on the Security page.