CLASSIFICATION: LEGAL-CRITICAL — DRAFT

This is the first complete draft of Mpalo's Commercial Terms of Service, governing the relationship between Mpalo Inc. and developers, organisations, and businesses accessing Palo Bloom via the API, SDK, or CLI. It must be reviewed and approved by qualified legal counsel before publication. Every [PLACEHOLDER] and [CONFIRM WITH COUNSEL] marker must be resolved before go-live.

Companion documents: 3.2 Privacy Policy — Decision Record · 3.3 Privacy Policy Draft · 3.5 Consumer ToS · 3.1 Legal & Tax Risk Register

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Palo Bloom — Commercial Terms of Service

Effective date: April 9, 2026

Last updated: April 9, 2026

Version: 1.0

Full changelog: mind.mpalo.com/legal/changelog

These terms govern your use of the Palo Bloom API, SDK, CLI, and associated developer platform (the "Services"). By creating an account, clicking "I agree," or using an API key, you agree to be bound by these terms. If you are agreeing on behalf of an organisation, you represent that you have authority to bind that organisation.

These are commercial terms — they apply to developers, companies, and individuals using our Services for professional or business purposes. If you are an individual using our browser extension or a consumer-facing Mpalo product for personal use, the Consumer Terms of Service apply instead.

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1. Who We Are

Mpalo Inc. is a Delaware Public Benefit Corporation. We build Palo Bloom — an AI memory infrastructure API. Our mission is to advance the understanding and responsible use of memory in artificial intelligence, in service of all human beings.

Registered address: [PLACEHOLDER — Delaware registered agent address]

Contact: privacy@mpalo.com · legal@mpalo.com [PLACEHOLDER — confirm legal contact]

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2. What You're Getting

Subject to these Terms and your payment of applicable fees, Mpalo grants you a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use the Palo Bloom API via authenticated API keys
• Use our SDK and CLI tools to integrate with the API
• Store, retrieve, and manage memory objects within your allocated namespace
• Build and operate your own products and services using the API, subject to the Acceptable Use Policy in Section 7

This licence is for your use only. You may not sublicence access to the API as a standalone product that replicates or competes with Palo Bloom.

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3. Your Account

Creating an account. You must provide accurate information at signup. You are responsible for keeping your account details current.

API keys. Treat your API keys like passwords. You are responsible for all activity that occurs under your API keys. If you suspect a key has been compromised, rotate it immediately and notify us at legal@mpalo.com.

One account per entity. You may not create multiple accounts to circumvent usage limits, suspensions, or any other restriction.

Minimum age. You must be at least 16 years old, or the minimum age in your jurisdiction if higher, to create an account. If you are creating an account on behalf of an organisation, this age requirement applies to you personally.

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4. Fees and Payment

Free tier and paid tier details, including storage limits, request rates, and overage charges, are described at mpalo.com/pricing [PLACEHOLDER — pricing page must exist before launch].

Paid plans are billed [PLACEHOLDER — monthly/annually] in advance. All fees are non-refundable except as required by law or as stated in our refund policy [PLACEHOLDER — link to refund policy].

We use Stripe to process payments. By providing payment details, you authorise us to charge your payment method for all amounts due. Your payment information is governed by Stripe's privacy policy — we do not store your full card details.

If your payment fails, we will notify you and attempt to retry. Accounts more than [PLACEHOLDER — e.g. 14] days past due may be suspended. Accounts more than [PLACEHOLDER — e.g. 60] days past due may be terminated and data may be permanently deleted following the notice period in Section 11.

Price changes. We will give you at least 30 days' advance notice by email before any price increase takes effect.

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5. Your Data and Ours

5.1 You own your data

You retain all rights to:

• The memory content you store via the API ("Customer Data")
• Any outputs or retrievals generated from your Customer Data
• The vector embeddings derived from your Customer Data

We do not claim ownership of any Customer Data. To the extent Mpalo has any rights in outputs or embeddings derived from your data, we assign those rights to you.

5.2 The licence you give us

You grant Mpalo a limited, worldwide, royalty-free licence to store, process, and transmit your Customer Data solely to provide and operate the Services for you. This licence ends when you delete your data or terminate your account, subject to backup purge timelines (see Section 5.4).

5.3 We will never train on your data

Mpalo will not use your Customer Data — including stored memories, embeddings, retrieval logs, or any derived data — to train, retrain, fine-tune, improve, or develop any AI model, product, or service, whether offered to you or to any other customer. This is an unconditional commitment. It is not subject to opt-outs, settings changes, or future policy revisions without your explicit written consent.

5.4 Deletion and backups

When you delete a memory, a namespace, or your account, we delete your data from live systems promptly. Backup copies are purged within 30 days. Vector embeddings associated with deleted memories are also deleted.

5.5 Data portability

You can export all your stored memories in JSON format at any time via the API or account dashboard. We will maintain export functionality for the lifetime of your account.

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6. End Users — Your Responsibility

If you use Palo Bloom to store and manage memory data on behalf of your own end users ("End Users"), the following applies.

You are the data controller. We are your processor. You determine the purposes and means of processing End User data. We process it only on your instructions. This relationship is governed by the Data Processing Agreement in Appendix A of these Terms, which is incorporated herein by reference.

Your obligations to your End Users:

• You must provide your End Users with a lawful basis for storing their data in Palo Bloom
• You must maintain a privacy policy that accurately describes how their data is processed, including Mpalo's role as your infrastructure provider
• You must not store End User data beyond what they have consented to or what is permitted by applicable law
• You are responsible for handling your End Users' data subject rights requests (deletion, export, access, rectification). We will assist you in fulfilling these requests — contact us at privacy@mpalo.com
• You must notify us within 24 hours if you become aware of a data breach affecting End User data stored in Palo Bloom

BYOVS (Bring Your Own Vector Store). If you connect your own vector store, you are the sole data controller for all data in that vector store. Mpalo provides infrastructure tooling but has no control over or responsibility for data stored in your vector store.

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7. Acceptable Use Policy

7.1 What Palo Bloom is for

Palo Bloom is an AI memory infrastructure tool. It is designed to give AI agents and applications the ability to remember, personalise, and contextualise interactions — in ways that respect and benefit the people those interactions serve.

7.2 What you may not use it for

The following are prohibited. Violation of this policy is grounds for immediate suspension or termination without refund.

Exploitation and harm to End Users

This is our most important prohibition. Palo Bloom must never be used as a tool to harm, exploit, manipulate, or deceive the people whose data flows through it. Specifically, you may not:

• Use memory to manipulate End Users psychologically — for example, storing emotional vulnerability data to target users with exploitative content during moments of distress, or using memory of past anxieties to pressure purchase decisions
• Use memory to build coercive systems — for example, storing compliance or resistance patterns to refine manipulation tactics against the same individual over time
• Use memory to exploit addiction patterns — for example, storing data about a user's compulsive behaviours to increase engagement at the expense of their wellbeing
• Use memory to deceive End Users about the nature of their interaction — for example, using persistent memory to simulate an emotional relationship that an AI does not have, in order to extract financial or personal information
• Use memory to create systems designed to make it difficult for End Users to stop using your product — for example, building dependencies through synthetic emotional attachment reinforced by memory
• Store or use memory of a person's distress, vulnerability, trauma, grief, mental health state, or crisis in order to target, monetise, or exploit that state
• Use memory to enable deceptive pricing or dark patterns — for example, storing a user's price sensitivity or urgency signals to show them artificially inflated prices

Surveillance and non-consensual tracking

• Use Palo Bloom to monitor, track, or profile individuals without their knowledge and meaningful consent
• Build longitudinal behavioural profiles of individuals for purposes they have not agreed to
• Infer or store sensitive personal attributes — including health conditions, sexual orientation, gender identity, religious beliefs, political opinions, or financial distress — without explicit consent for that specific inference
• Use memory to track a person's physical location, movements, or daily routines without their knowledge
• Build dossiers on individuals by aggregating innocuous data points across multiple sessions or contexts to infer sensitive characteristics

Discrimination and illegal profiling

• Use memory-based profiles to enable discrimination in housing, employment, credit, insurance, healthcare, education, or access to public services
• Use Palo Bloom in any automated decision-making system that produces legal or similarly significant effects on individuals without appropriate human oversight and the individual's right to contest the decision
• Use memory to build systems that assign social scores, trustworthiness ratings, or behavioural classifications to individuals for use in contexts beyond the specific service they consented to

Children and minors

• Store or process memory data about any person under 16 years of age (or the minimum age in your jurisdiction, whichever is higher) without verifiable parental consent
• Use Palo Bloom in any product or service directed at children under 13
• Store any content that sexually exploits, grooms, or harms minors — this is an absolute prohibition with zero tolerance

Violence, weapons, and illegal activity

• Use memory data to plan, facilitate, or execute acts of violence or terrorism
• Store information in connection with the development of weapons capable of mass casualties, including biological, chemical, nuclear, or radiological weapons
• Use Palo Bloom in connection with any activity that is illegal under applicable law

Platform integrity

• Use Palo Bloom to generate or distribute spam, phishing content, or large-scale disinformation
• Attempt to extract, reverse-engineer, or reconstruct other customers' data from Mpalo's systems
• Conduct adversarial attacks, including prompt injection, memory poisoning, or namespace contamination, against Mpalo's infrastructure or other customers
• Use Palo Bloom to build a competing memory infrastructure product without our written permission
• Misrepresent your identity or affiliation when creating an account or using the API

7.3 BYOLLM — third-party LLMs

If you connect a third-party LLM to Palo Bloom, you are solely responsible for that LLM's outputs and behaviour. Mpalo has no visibility into what your connected LLM does with retrieved memories. You must ensure your use of any third-party LLM complies with this Acceptable Use Policy and all applicable laws.

7.4 Enforcement

We may suspend or terminate your account if we reasonably believe you are violating this policy, even if we cannot yet conclusively demonstrate the violation. We will notify you when feasible, but are not required to do so before acting where there is risk of harm. You may appeal a suspension or termination by contacting legal@mpalo.com.

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8. Intellectual Property

Mpalo's IP. The Palo Bloom platform, API, SDK, CLI, documentation, brand, and all underlying technology are owned by Mpalo Inc. or its licensors. Nothing in these Terms transfers ownership of Mpalo's IP to you.

Your IP. You retain ownership of all software, products, and services you build using the API.

Feedback. If you send us feedback, ideas, or suggestions about the Services, you grant us a royalty-free, worldwide, perpetual licence to use them without restriction or compensation. We love hearing from developers but we cannot treat feedback as confidential or compensated unless we have a separate written agreement.

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9. Confidentiality

Each party may receive confidential information from the other in connection with the Services. Both parties agree to:

• Use confidential information only for the purpose of the relationship under these Terms
• Not disclose confidential information to third parties without prior written consent
• Protect confidential information with at least the same care as their own confidential information, and in no case less than reasonable care

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law (in which case the disclosing party should notify the other party promptly if legally permitted).

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10. Warranties and Disclaimers

What we promise. We will provide the Services with reasonable skill and care, and in material accordance with our documentation. We will notify you of planned maintenance that may affect availability.

What we don't promise. TO THE FULLEST EXTENT PERMITTED BY LAW:

The Services are provided on an "as is" and "as available" basis. We make no warranty that the Services will be uninterrupted, error-free, or free of security vulnerabilities. We do not warrant that memory retrievals will be accurate, complete, or suitable for any particular purpose. Stored memories reflect what was submitted — Mpalo does not verify or validate the accuracy of memory content.

This disclaimer does not exclude any warranty that cannot be excluded under applicable law, including statutory implied terms in consumer contracts.

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11. Limitation of Liability

Cap. Our total aggregate liability to you arising out of or in connection with these Terms — whether in contract, tort, or otherwise — is limited to the greater of: (a) the fees you paid to Mpalo in the 12 months immediately preceding the event giving rise to the claim, or (b) USD 100.

Exclusions. Neither party is liable for indirect, consequential, incidental, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption — even if advised of the possibility of such damages.

Super Cap for data breaches. Notwithstanding the above, our liability for a data breach affecting your Customer Data is limited to 2x the fees paid in the preceding 12 months.

Exceptions — these caps do not apply to:

• Your payment obligations
• Either party's indemnification obligations
• Liability arising from willful misconduct or fraud
• Death or personal injury caused by negligence
• Any liability that cannot be limited under applicable law

[CONFIRM WITH COUNSEL — verify these limitations are enforceable under applicable law, including for EEA-based developer customers. German law in particular may require additional carve-outs for gross negligence.]

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12. Indemnification

You agree to defend, indemnify, and hold harmless Mpalo, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your violation of these Terms or the Acceptable Use Policy
• Your use of the Services in a way that harms End Users or third parties
• Your failure to comply with applicable data protection laws in respect of End User data
• Infringement of any third-party intellectual property rights by your application or products
• Any claim by your End Users arising from your application or products
• Your use of a third-party LLM connected to Palo Bloom

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13. Term and Termination

Duration. These Terms begin when you create an account and continue until terminated.

Termination by you. You may terminate your account at any time via account settings. Termination takes effect at the end of your current billing period.

Termination by us. We may terminate your account:

• With 30 days' notice for any reason
• Immediately, without refund, for material breach of these Terms or the Acceptable Use Policy — including any violation of the End User exploitation prohibitions in Section 7.2
• Immediately if required by law

Effect of termination. On termination, your licence to use the Services ends. We will provide you with 30 days to export your data before deletion. After that, your Customer Data is permanently deleted. The following sections survive termination: 5.3 (no-train commitment), 8 (IP), 9 (confidentiality), 10 (disclaimers), 11 (liability), 12 (indemnification), 14 (governing law), and this clause.

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14. Governing Law and Disputes

14.1 US and global customers

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Before initiating any formal dispute, the parties agree to a 30-day good-faith resolution period, beginning when one party sends a written notice of dispute to the other.

If informal resolution fails, disputes will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules (for claims under USD 250,000) or Comprehensive Rules (for larger claims), with a sole arbitrator in [PLACEHOLDER — city, e.g. Wilmington, Delaware or conducted remotely]. The arbitration will be conducted in English and by video unless both parties agree otherwise.

Exceptions from arbitration:

• Either party may seek injunctive or other equitable relief from a court of competent jurisdiction in Delaware to protect intellectual property or confidential information
• Claims eligible for small claims court may be brought there

Class action waiver. You agree that claims may only be brought in your individual capacity and not as a plaintiff or class member in any class or representative action. [CONFIRM WITH COUNSEL — verify enforceability for your specific customer base and whether this applies to developer/B2B customers only.]

Opt-out. You may opt out of the arbitration provision within 30 days of first accepting these Terms by emailing legal@mpalo.com with the subject line "Arbitration Opt-Out." Opting out does not affect any other provision.

14.2 EEA customers

If you are based in the European Economic Area, these Terms are governed by the laws of Ireland, and disputes will be resolved by arbitration under UNCITRAL Rules with a sole arbitrator in Dublin, Ireland, or conducted remotely. Nothing in this clause limits your mandatory rights under EU law.

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15. Changes to These Terms

We may update these Terms. All changes are logged at mind.mpalo.com/legal/changelog.

• Material changes (including changes to fees, liability limits, arbitration provisions, or IP ownership) will be communicated by email at least 30 days before taking effect. Your continued use after the effective date constitutes acceptance.
• Non-material changes will be reflected in the changelog without advance notice.

If you do not accept a material change, you may terminate your account before the effective date. We will refund any prepaid fees for periods after termination on a pro-rata basis.

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16. General

• Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, and Appendix A (DPA), constitute the entire agreement between you and Mpalo regarding the Services.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions.
• No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of substantially all our assets, with 30 days' notice to you.
• Force majeure. Neither party is liable for delays or failures caused by events outside their reasonable control.
• Language. These Terms are written in English. If translated, the English version controls.

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Appendix A — Data Processing Agreement

This DPA is incorporated into and forms part of the Commercial Terms of Service between you ("Controller") and Mpalo Inc. ("Processor"). It governs the processing of personal data by Mpalo on your behalf in connection with the Services.

A.1 Scope and roles

This DPA applies where you, as a data controller under GDPR (or equivalent applicable law), instruct Mpalo to process personal data of your End Users through the Services. Mpalo processes this data solely on your instructions, as documented in these Terms and any additional written instructions you provide.

A.2 Processor obligations

Mpalo will:

• Process personal data only for the purpose of providing and improving the Services to you, and only on your documented instructions
• Ensure that all personnel with access to personal data are bound by appropriate confidentiality obligations
• Implement appropriate technical and organisational security measures under GDPR Article 32, including encryption at rest and in transit, access controls, and regular security assessments
• Not engage any sub-processor without prior general written authorisation (granted by your acceptance of these Terms) and advance notice of changes (see A.4)
• Assist you in fulfilling data subject requests (access, rectification, erasure, restriction, portability, objection) within reasonable timescales
• Assist you with GDPR Articles 32–36 obligations (security, breach notification, DPIAs, prior consultation)
• Delete or return all personal data within 30 days of termination of Services, and delete existing copies within the same period, unless retention is required by law
• Make available all information necessary to demonstrate compliance and cooperate with audits — audits must be requested with reasonable notice and conducted at your expense

A.3 Your obligations as controller

You confirm that:

• You have a valid legal basis under applicable data protection law for storing End User personal data in Palo Bloom
• You have provided all required notices to End Users and obtained all required consents
• You will not instruct Mpalo to process personal data in a way that would violate applicable law or these Terms
• You will respond directly to End Users exercising data subject rights, using Mpalo's export and deletion tools as needed

A.4 Sub-processors

You grant general authorisation for Mpalo to engage the sub-processors listed at mpalo.com/legal/sub-processors. Mpalo will give 30 days' advance notice of any new or replacement sub-processor. If you reasonably object and Mpalo cannot accommodate the objection, your sole remedy is to terminate the Services with a pro-rata refund.

A.5 International transfers

Where personal data is transferred outside the EEA, Mpalo will ensure appropriate safeguards are in place, including Standard Contractual Clauses (EU Commission 2021 SCCs, Module 2: Controller to Processor) and/or reliance on the EU-US Data Privacy Framework where applicable. You authorise Mpalo to enter into SCCs on your behalf with sub-processors.

A.6 Security incidents

Mpalo will notify you of any personal data breach affecting your Customer Data without undue delay and within 48 hours of becoming aware of it. Notification will include: the nature of the breach, categories and approximate volume of data affected, likely consequences, and measures taken or proposed to address it.

A.7 Governing law

This DPA is governed by the same law as the principal Terms of Service.

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Resolution Table — Items to Resolve Before Publication

#	Item	Type	Priority
1	Delaware registered agent address (Section 1)	Placeholder	High
2	Legal contact email confirmed (Section 1)	Internal	High
3	Pricing page URL live (Section 4)	Engineering	Critical
4	Refund policy drafted and linked (Section 4)	Legal	High
5	Payment retry / suspension timeline (Section 4)	Internal decision	Medium
6	Arbitration seat city (Section 14)	Confirm with counsel	High
7	Class action waiver — B2B-only confirmation (Section 14)	Confirm with counsel	Critical
8	Liability cap — EEA enforceability check (Section 11)	Confirm with counsel	Critical
9	Sub-processors page live (Appendix A.4)	Engineering	Critical
10	Legal changelog page live (mind.mpalo.com/legal)	Engineering	High
11	DPA — confirm SCCs modules and annexes (Appendix A.5)	Confirm with counsel	Critical

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