Terms of Use
Last Updated: Nov 6, 2025
These Terms of Service (the "Terms") govern your use of the Functor AI memory service and any related applications, documentation, or services (collectively, the "Service") provided by Sunhill LLC (the "Company," "we," "us," or "our"). These Terms are a legally binding agreement between Firm ("we," "us," or "our") and you, the user or the entity you represent ("you" or "User"). For the purposes of these Terms of Use, "Site" means, collectively, the website, App, sdk, api, mcp and the other related services.
These Terms incorporate any additional Terms of Service posted by the Firm through the Site, or otherwise made available to you by the Firm.
The Privacy Policy ("Policy") describes how we may use and disclose information that we may collect about all users and viewers through the Site.
PLEASE REVIEW THESE TERMS AND POLICY CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS AND POLICY. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS AND POLICY, THEN YOU MUST NOT USE OR ACCESS THE SITE.
1. Description of Service
The Service, named "Functor," provides a memory infrastructure for artificial intelligence (AI). The Service includes, but is not limited to, data storage, context retrieval, knowledge graph generation, and event-driven data processing features designed to enhance AI agent performance and continuity.
2. Eligibility and Account Registration
2.1. Eligibility
You must be at least eighteen (18) years old or the age of legal majority in your jurisdiction to use the Service.
2.2. Account Security
You agree to provide accurate and complete information when registering and to keep your login credentials confidential. You are solely responsible for all activities that occur under your account. The Company is not liable for any loss or damage arising from your failure to maintain the security of your account.
3. License and Restrictions
3.1. Limited License
Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your internal business purposes.
3.2. Restrictions
You shall not, directly or indirectly:
- (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms of the Service;
- (b) modify, translate, or create derivative works based on the Service;
- (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or unauthorized purpose;
- (d) use the Service to build a competitive product or service;
- (f) Interfere with or disrupt the integrity or performance of the Services.
4. User Data and Content
4.1. Ownership of Data
As between the parties, you retain all rights, title, and interest in and to all data, information, and content you submit, store, or process through the Service ("User Data").
4.2. License to Data
You grant the Company a non-exclusive, worldwide, royalty-free license to use, copy, modify, and process the User Data as reasonably necessary to:
- (a) provide, maintain, and improve the Service;
- (b) prevent or address technical or security issues; and
- (c) comply with legal requirements.
4.3. Use
You acknowledge that the Service may employ models to provide and improve its functionalities. Unless you opt-out via a separate written agreement with the Company, you permit the Company to use aggregated and anonymized or de-identified User Data for product development, research, and improving the underlying Services.
5. Fees, Billing, and Payment
5.1. Subscription
Access to the Service is provided on a subscription basis. You agree to pay all applicable fees specified in your subscription plan ("Fees").
5.2. Billing
You authorize the Company (or its third-party payment processor) to charge your designated payment method on a recurring basis for all applicable Fees and taxes.
5.3. Changes in Fees
The Company reserves the right to change the Fees or applicable charges and to institute new charges and fees upon thirty (30) days prior notice to you.
5.4. No Refunds
All Fees are non-refundable, except as otherwise provided in these Terms or required by law.
6. Intellectual Property Rights
6.1. Company IP
The Service, including its "look and feel," algorithms, documentation, and all underlying technology, is the exclusive property of the Company and its licensors. No title to or ownership of the Service is transferred to you.
6.2. Feedback
If you provide any suggestions, ideas, or feedback (collectively, "Feedback") to the Company, you hereby grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service without any obligation or compensation to you.
7. Term and Termination
7.1. Term
These Terms commence on the Effective Date and remain in effect until your subscription is terminated.
7.2. Termination by You
You may terminate your subscription at any time by following the procedures within your account management settings.
7.3. Termination by Company
We may terminate or suspend your access to the Service immediately, without prior notice or liability, if you materially breach these Terms.
7.4. Effect of Termination
Upon termination, your right to use the Service will immediately cease. All accrued rights and payment obligations, as well as Sections 4 (User Data and Content), 6 (Intellectual Property), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 11 (Governing Law and Dispute Resolution), shall survive termination.
8. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9. Limitation of Liability
9.1. Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, PROFITS, OR GOODWILL) ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.
9.2. Liability Cap
IN NO EVENT SHALL THE COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
10. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your User Data; or (c) your breach of any term of these Terms.
11. Governing Law and Dispute Resolution
11.1. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions.
11.2. Arbitration
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in New Jersey.
11.3. Waiver of Class Action
You and the Company agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
12. Miscellaneous
12.1. Entire Agreement
These Terms constitute the entire agreement between you and the Company concerning the Service and supersede all prior or contemporaneous communications.
12.2. Assignment
You may not assign or transfer these Terms or any rights granted hereunder without the Company's prior written consent.
12.3. Waiver
The failure of the Company to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
12.4. Changes to Terms
We may revise these Terms from time to time. If a revision is material, we will provide at least thirty (30) days' notice prior to the new terms taking effect. By continuing to access or use the Service after the revised terms become effective, you agree to be bound by the revised terms.
13. Compliance with Laws
You represent and warrant that:
- You have the authority to bind yourself to these Terms.
- Your use of the Services will strictly adhere to these Terms, our Privacy Policy, and all applicable laws and regulations, including GDPR, CCPA, and any laws regarding the export of data or software.
14. General Provisions
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision will not be deemed a waiver of such right or provision.
15. Changes to the Service
We reserve the right to withdraw, terminate or amend our Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. You will not be entitled to a refund of any fees paid in the event of the withdrawal, termination, or amendment of the Service as set forth in this Section.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Contact Information
If you have any questions about these Terms, please contact us at: