End User License Agreement

1. What you are getting

Zondax grants you a limited, non-exclusive, non-transferable, revocable licence to install and use the Software for your own personal use or your organisation internal business use.

The Software is free during early access. We may introduce paid plans later; if we do, it will be in a new version of this Agreement, published the way Section 12 describes, and it will not turn a build you already have into one you owe money for.

The Software includes its documentation, its updates, and builds on any release channel we offer. Nothing in this Agreement transfers ownership of the Software or any intellectual property in it. What is not granted here is reserved.

2. What you may not do

You may not:

• sell, rent, sublicense or redistribute the Software;
• reverse engineer, decompile or disassemble it, except exactly as far as applicable law says you may despite this clause;
• remove or obscure any notice of ownership in it;
• use it to break the law, or to attack, disrupt or gain unauthorised access to anything.

3. Your memory stays yours

The memory Prio keeps for you is yours. Using the Software does not give us any ownership of it, any licence to it, or any right to read it. We do not use it to train anything.

It is stored on your machine in plain, portable files. You can read them, export them, and delete them with tools that are not ours, and they keep working if you stop using Prio. That is a property of the product, and this clause is here so it is also a term of the Agreement.

Because the files are on your machine, keeping them and backing them up is yours to do. We cannot restore memory you deleted, because we never had it.

4. Pre-release builds

Some builds are pre-release: anything delivered on a non-stable channel, or that identifies itself as alpha, beta, preview or early access. While Prio is in early access, treat every build as pre-release unless it says otherwise.

• They are for testing and evaluation. They may contain defects, may fail, and may lose data.
• Features may change, be replaced, or disappear without notice.
• They carry no support commitment and no service level.
• Keep your own backups of anything you would mind losing.

5. AI tools you connect

The Software is built to work with AI tools you run under your own accounts with those providers. If you connect one:

• it can read the memory you give it access to, and that content goes to that provider under your agreement with them, not ours;
• what it does with what it receives is between you and that provider. We are not a party to it and cannot control it;
• what an AI tool produces may be wrong, incomplete or unsuitable. Check it before you rely on it. We do not warrant anything an AI tool says, and that includes when it is saying it on the strength of memory Prio gave it.

You choose what is connected and can disconnect it at any time.

6. Agent payments

The Software can let your agents pay for what a task needs, inside limits you set. This section applies if you turn that on.

• The limits are yours. You set the budget and the rules, and you are responsible for what your agents spend inside them. Setting a limit too high is not a defect.
• You are responsible for what your agents buy. An authorised payment is your payment, whether a person or an agent of yours triggered it.
• We are not the seller. What an agent pays for comes from whoever is selling it, on their terms. Zondax is not a party to that transaction, does not warrant what is bought, and is not responsible for it not arriving or not being what was wanted.
• We are not a bank. Zondax is not a payment institution and does not hold your funds. Payments are handled by a payment provider, on that provider terms.
• Authorised spend is not refundable by us. If something bought was not delivered, the seller is who to take that up with. Where a payment was not authorised at all, tell us and we will help you chase it.

What the Software does with payment data is described in the Privacy Policy for the app.

7. Feedback

If you send us ideas, suggestions or bug reports, we may use them to improve Prio without owing you anything for them and without them being confidential. You keep everything you already owned; this is about the suggestion, not about you.

8. Support

During early access there is no guaranteed support and no service level. We read hello@prio.now and we answer what we can. We may change, suspend or discontinue any part of the Software at any time.

9. Data and privacy

What the Software does with data is set out in the Privacy Policy for the app, which always points at its current version and keeps every published version at its own address.

In short: your memory is stored on your machine, it is not sent to us, and there is no telemetry in the default configuration. The website at prio.now is separate and has its own policy.

10. No warranty

The Software is provided "as is" and "as available", without warranty of any kind. To the fullest extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Software will be uninterrupted, error free, or that it will not lose data, and this is particularly true of pre-release builds.

11. Limitation of liability

To the fullest extent the law allows, Zondax is not liable for indirect, incidental, special or consequential damages, for lost profits, lost business, or for lost or corrupted data arising out of your use of the Software.

Where liability cannot be excluded, it is limited to the amount you paid us for the Software in the twelve months before the claim. While the Software is free, that amount is zero, which is the honest consequence of it costing nothing and is stated here rather than hidden.

Nothing here excludes liability for death or personal injury caused by negligence, for fraud, for intent or gross negligence, or anything else that cannot lawfully be excluded. Mandatory consumer rights are unaffected.

12. How this Agreement changes

Every version of this Agreement has an address of its own. This one is version 1.0, and it stays where it is for good, so the terms you accepted remain readable after we have moved on. We do not edit a published version, we publish the next one.

prio.now/eula always points at whichever version is current, with its number and effective date. Each superseded version stays online at its own address, carrying a notice saying what replaced it and when.

Non-material changes, such as clarifications and corrections that do not reduce your rights, take effect when posted. Material changes, such as changes to the licence, to liability, to payments or to termination, take effect on the stated effective date, after we have given reasonable notice through the Software or by email where we have an address for you. Continuing to use the Software after that date accepts the new version.

If you do not accept a new version, stop using the Software and uninstall it. Your memory is on your machine, so it stays with you either way.

13. Termination

You can end this Agreement at any time by uninstalling the Software. We may end it if you breach it, and it ends automatically if we discontinue the Software.

When it ends, your licence to use the Software ends and you must stop using it. Sections 3, 7, 10, 11, 14 and 15 survive.

Your memory files are unaffected by termination. They are yours, they are on your machine, and uninstalling the Software does not entitle us to remove them.

14. Governing law

This Agreement is governed by the laws of Switzerland, without regard to conflict of law rules. The courts of Zug, Switzerland have exclusive jurisdiction over disputes arising from it.

Mandatory consumer protections and venues that apply to you by law are unaffected by this.

15. The rest

• Severability: if a provision is unenforceable, the rest stands and that provision is read down to the extent needed to make it enforceable.
• Assignment: you may not assign this Agreement without our consent. We may assign it as part of a merger, acquisition or sale of assets.
• No waiver: not enforcing something once does not give it up for good.
• Entire agreement: this Agreement, with the Privacy Policy it refers to, is the whole of what is agreed about the Software, and replaces anything said beforehand.

Contact

Prio is made by Zondax AG, in Zug, Switzerland.

Questions about this Agreement: hello@prio.now. Privacy questions: dataprotection@zondax.ch.