Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, hosted endpoints, application programming interfaces, software, integrations, documentation, and related services provided by Durable Intelligence Labs Inc. ("Durable Intelligence," "we," "us," or "our"), including Nenya (collectively, the "Services"). Nenya is our product that sits above an artificial intelligence model and is designed to help keep a single agent coherent across long horizons. Nenya may be made available through a hosted endpoint, including through third-party platforms such as OpenRouter, or through deployment within a customer's environment.

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and references to "you" include that organization. If you do not agree to these Terms, do not access or use the Services.

If you or your organization have entered into a separate written agreement with Durable Intelligence governing the Services, that agreement controls to the extent of any conflict with these Terms.

SUMMARY OF KEY POINTS

This summary highlights important provisions, but the complete Terms below control.

Business use only. The Services are offered solely for business and professional purposes and are not offered to consumers.

Use of the Services. You must use the Services lawfully, protect credentials, and comply with applicable third-party platform and model-provider terms.

Customer Content. You retain your rights in prompts, agent inputs, tool outputs, files, instructions, and other content you submit. You grant Durable Intelligence limited rights to process that content to operate and support the Services.

AI limitations. AI models and agents may produce inaccurate, incomplete, unexpected, or harmful outputs or actions. You are responsible for review, safeguards, and human oversight appropriate to your use case.

Third-party services. OpenRouter, model providers, cloud services, and other third parties may have separate terms, policies, availability, and data practices.

Service changes. We may modify, suspend, or discontinue all or part of the Services.

Risk allocation. The Services are provided on an "as is" basis, warranties are disclaimed, and our liability is limited as described below.

Disputes. These Terms include informal dispute-resolution procedures and binding arbitration, subject to mandatory rights under applicable local law that cannot be waived.

1. ACCEPTANCE AND SCOPE

Questions or legal notices may be sent to Durable Intelligence Labs Inc., San Francisco, California, United States, at contact@qwntl.com. Website: https://durableintel.com.

These Terms apply to the Services whether accessed directly from Durable Intelligence, through a third-party platform such as OpenRouter, through an API or hosted endpoint, or through a deployment within a customer environment. Additional terms may apply to particular features, beta programs, enterprise deployments, order forms, statements of work, or third-party services. Those additional terms are incorporated into these Terms where applicable.

The Services are offered by Durable Intelligence. References to the "Services" do not include independent products or services provided by OpenRouter, an underlying model provider, a customer, or another third party.

2. ELIGIBILITY AND BUSINESS USE

The Services are offered solely for business and professional purposes. By accessing or using the Services, you represent and warrant that you are acting for purposes relating to your trade, business, craft, or profession, and not as a consumer or for personal, family, or household purposes. The Services are not offered or directed to consumers, and Durable Intelligence does not intend to enter into consumer contracts through these Terms.

You may use the Services only if you are at least 18 years old, can form a binding contract, and are not prohibited from using the Services under applicable law. The Services are not directed to children.

If you use the Services on behalf of a company, employer, or other organization, you represent and warrant that you have authority to accept these Terms on its behalf. The organization is responsible for the acts and omissions of its personnel, contractors, and other authorized users.

3. THE SERVICES

In Short: Nenya is an AI-agent infrastructure product; features and deployment methods may change.

Nenya is designed to support continuity, state, context, orchestration, and coherence for AI agents operating over extended periods. The Services may include hosted endpoints, APIs, software components, dashboards, documentation, support, deployment assistance, evaluation tools, and related functionality.

We may make some Services available in preview, beta, evaluation, experimental, or early-access form. Such Services may be incomplete, change without notice, perform differently from generally available Services, or be discontinued.

We do not guarantee that the Services will support every model, provider, tool, environment, workload, or use case, or that a specific feature, integration, model, or provider will remain available.

4. ACCOUNTS, CREDENTIALS, AND ACCESS

In Short: You are responsible for access credentials and activity performed through your account or integration.

You must provide accurate information when creating or maintaining an account or integration. You are responsible for protecting passwords, API keys, tokens, service-account credentials, and other access mechanisms, and for all activity performed using them, except to the extent caused by Durable Intelligence's breach of these Terms.

You must promptly notify us at contact@qwntl.com if you suspect unauthorized access, credential compromise, or misuse. You may not share credentials except with authorized personnel who are bound by obligations consistent with these Terms.

We may impose technical limits, quotas, rate limits, usage controls, or other safeguards reasonably necessary to protect the Services, other customers, third-party services, or our infrastructure.

5. FEES, BILLING, AND THIRD-PARTY PURCHASES

In Short: Fees may be charged by Durable Intelligence or by a third-party platform.

Some Services may be free, paid, usage-based, provided for evaluation, or included in a separately negotiated agreement. Where Durable Intelligence charges you directly, you agree to pay the fees, taxes, and other amounts disclosed at purchase or in the applicable order form. Except where required by law or expressly stated otherwise, fees are non-refundable.

When you obtain access through OpenRouter or another third-party platform, that platform may control account creation, pricing, credits, invoicing, payment processing, refunds, and taxes. Your payment relationship with that platform is governed by its terms, and Durable Intelligence is not responsible for the platform's billing decisions or payment services.

We may change prices or introduce charges for future use by providing notice where required. Price changes do not alter amounts already due under a separate written agreement.

6. CUSTOMER CONTENT

In Short: You retain your rights in Customer Content and grant us limited rights needed to provide the Services.

"Customer Content" means prompts, agent inputs, instructions, tool calls, tool outputs, files, data, records, code, messages, configurations, and other content submitted to, stored in, transmitted through, or generated for you by the Services.

As between you and Durable Intelligence, you retain all right, title, and interest that you hold in Customer Content. You grant Durable Intelligence a worldwide, non-exclusive, limited license to host, copy, transmit, modify, create technical derivatives of, and otherwise process Customer Content solely as necessary to provide, maintain, secure, troubleshoot, evaluate, and support the Services; comply with law; enforce these Terms; and as otherwise described in our Privacy Policy or a separate written agreement.

You represent and warrant that you have all rights, permissions, consents, and lawful bases necessary to submit and process Customer Content through the Services, including personal information, confidential information, and content supplied by third parties.

You are responsible for deciding what Customer Content to submit. Do not submit credentials, regulated data, export-controlled information, or highly sensitive information unless your authorized deployment and agreement with Durable Intelligence are designed for that information.

Durable Intelligence does not use Customer Content to train general-purpose machine-learning models unless you or your organization expressly agree otherwise in writing.

7. AI SYSTEMS, OUTPUTS, AND AGENT ACTIONS

In Short: AI systems are probabilistic and may behave unexpectedly; you remain responsible for use and oversight.

The Services may interact with artificial intelligence models, agents, tools, APIs, external systems, and automated workflows. Outputs and actions may be inaccurate, incomplete, biased, offensive, unsafe, outdated, non-unique, or inconsistent with your instructions.

Nenya is intended to improve continuity and coherence, but we do not guarantee perfect memory, state preservation, instruction adherence, reasoning, task completion, security, or long-horizon coherence.

You are responsible for evaluating outputs and actions before relying on them; implementing appropriate permissions, sandboxing, approvals, rate limits, testing, monitoring, rollback, and human review; and determining whether the Services are appropriate for your intended use.

You must not use the Services as the sole basis for decisions that may materially affect a person's legal rights, safety, health, employment, housing, education, credit, insurance, financial access, or other high-impact interests unless you implement legally sufficient review and safeguards.

Outputs may not be unique, and other users may receive similar outputs. To the extent permitted by applicable law, you may use outputs generated for you, subject to these Terms, third-party rights, and any applicable model-provider or platform terms.

8. ACCEPTABLE USE

In Short: You may not use the Services unlawfully, abusively, or in a way that harms people, systems, or third-party rights.

You will not, and will not permit others to:

Use the Services in violation of applicable law, sanctions, export controls, court orders, or binding regulatory requirements.
Submit or process Customer Content without sufficient rights, authorization, consent, or lawful basis.
Use the Services to facilitate fraud, deception, impersonation, harassment, exploitation, discrimination, or other unlawful harm.
Develop, distribute, or operate malware; gain unauthorized access; steal credentials; disrupt systems; or conduct harmful security activity.
Circumvent or interfere with access controls, usage limits, safety measures, billing controls, monitoring, or technical restrictions.
Probe, scan, test, or benchmark the Services in a manner that creates security risk, service disruption, or misleading public claims.
Reverse engineer, decompile, disassemble, or attempt to discover non-public source code, models, weights, system prompts, or proprietary mechanisms, except where applicable law prohibits this restriction.
Use the Services to infringe intellectual-property, privacy, publicity, confidentiality, contractual, or other rights.
Resell, sublicense, rent, time-share, or make the Services available to third parties except as expressly authorized by Durable Intelligence.
Use the Services in a manner that violates applicable OpenRouter, model-provider, infrastructure-provider, or other third-party terms.
Misrepresent that outputs were created, reviewed, endorsed, or verified by Durable Intelligence.
Use automated means that impose an unreasonable load or materially degrade the Services for others.

We may investigate suspected violations and may remove content, restrict functionality, suspend access, or terminate use where reasonably necessary.

9. THIRD-PARTY PLATFORMS, MODELS, AND SERVICES

In Short: Third parties may be required to provide the Services and are governed by separate terms and practices.

The Services may integrate with or depend on OpenRouter, model providers, cloud-hosting providers, databases, observability tools, authentication services, payment processors, customer systems, and other third-party products or services.

When you access Nenya through OpenRouter, your use of OpenRouter is separately governed by OpenRouter's terms and policies. Durable Intelligence does not control and is not responsible for OpenRouter's accounts, billing, routing, provider selection, availability, independent data practices, or other platform services.

Underlying models and providers may have separate terms, acceptable-use requirements, content restrictions, intellectual-property positions, retention practices, and availability. You are responsible for complying with applicable third-party terms.

We are not responsible for third-party services, content, outputs, outages, security, or changes, except to the extent expressly stated in a separate written agreement.

10. INTELLECTUAL PROPERTY AND FEEDBACK

In Short: Durable Intelligence owns the Services; Customer Content remains yours; feedback may be used without restriction.

Durable Intelligence and its licensors own all right, title, and interest in the Services, including Nenya's software, architecture, orchestration, interfaces, workflows, documentation, designs, trademarks, and related technology, excluding Customer Content and third-party materials.

Subject to these Terms and payment of applicable fees, Durable Intelligence grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal lawful business purposes during the applicable term.

If you voluntarily provide ideas, suggestions, enhancement requests, recommendations, or other feedback about the Services ("Feedback"), you grant Durable Intelligence a perpetual, irrevocable, worldwide, royalty-free right to use, modify, disclose, commercialize, and otherwise exploit that Feedback without restriction or compensation. Feedback does not include Customer Content submitted for processing through the Services.

11. CONFIDENTIALITY

In Short: Public Terms do not replace a negotiated confidentiality agreement, but some basic protections apply.

Each party may receive non-public information that the other party identifies as confidential or that reasonably should be understood to be confidential. The receiving party will use such information only to perform or exercise rights under these Terms, protect it using reasonable care, and disclose it only to personnel and service providers who need to know it and are subject to confidentiality obligations.

Confidential information does not include information that the receiving party can document is publicly available through no breach, already known without restriction, rightfully received from another source without restriction, or independently developed without use of the confidential information.

This section does not limit disclosures required by law, provided the receiving party gives notice where legally permitted. A separate nondisclosure agreement, master services agreement, or order form may replace or supplement this section.

12. PRIVACY AND DATA PROCESSING

In Short: Our Privacy Policy explains how we process personal information, and a Data Processing Addendum is available where we act as a processor.

Our Privacy Policy, available at https://durableintel.com/privacy, describes how Durable Intelligence collects, uses, discloses, retains, and protects personal information in connection with the Services. By using the Services, you acknowledge the practices described in the Privacy Policy.

Where Durable Intelligence processes personal information on your behalf as a processor or service provider, including personal information contained in Customer Content, the parties will, where required by applicable law, enter into a data processing addendum incorporating the standard contractual clauses approved by the European Commission and the UK International Data Transfer Addendum where applicable to cross-border transfers. Requests for a data processing addendum may be directed to contact@qwntl.com. Once executed or posted, the data processing addendum is incorporated into these Terms for such processing.

You remain responsible for providing required notices, obtaining required consents, responding to data-subject requests within your control, and configuring the Services appropriately, including determining whether the Services are suitable for personal information you submit.

13. SERVICE CHANGES, SUSPENSION, AND TERMINATION

In Short: We may change or suspend the Services, and either party may end use subject to applicable agreements.

We may modify, update, suspend, limit, or discontinue all or part of the Services, including features, integrations, models, providers, or deployment methods. Where commercially reasonable, we will provide notice of material changes that materially reduce paid functionality.

You may stop using the Services at any time. Durable Intelligence may suspend or terminate access immediately if we reasonably believe that your use violates these Terms, creates legal, security, or operational risk, threatens third parties, results in nonpayment, or could expose Durable Intelligence or others to liability.

Upon termination, your right to use the Services ends. Provisions that by their nature should survive will survive, including provisions concerning Customer Content licenses needed for wind-down or legal compliance, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, dispute resolution, and general terms.

Deletion and return of Customer Content are governed by our Privacy Policy and any applicable written agreement. We do not guarantee continued access to Customer Content after termination.

14. DISCLAIMERS

In Short: The Services are provided without warranties except where the law does not permit exclusion.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DURABLE INTELLIGENCE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES, OUTPUTS, AGENT ACTIONS, MEMORIES, PREDICATES, OR THIRD-PARTY SERVICES WILL BE ACCURATE, COMPLETE, COHERENT, UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR YOUR USE CASE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY MODEL, PROVIDER, INTEGRATION, OR FEATURE WILL REMAIN AVAILABLE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY

In Short: Our aggregate liability is capped, and certain categories of damages are excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DURABLE INTELLIGENCE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DURABLE INTELLIGENCE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE DIRECTLY TO DURABLE INTELLIGENCE FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT TO THE EXTENT SUCH LIMITATION IS PROHIBITED.

16. INDEMNIFICATION

In Short: You are responsible for certain third-party claims arising from your content or misuse.

To the extent permitted by law, you will defend, indemnify, and hold harmless Durable Intelligence and its affiliates, officers, directors, employees, agents, and licensors from and against third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Customer Content; (b) your use of the Services in violation of these Terms, applicable law, or third-party rights; (c) your products, services, agents, tools, or customer relationships; or (d) your gross negligence, fraud, or willful misconduct.

Durable Intelligence will provide reasonable notice of an indemnified claim and may participate in the defense with counsel of its choice. You may not settle a claim in a manner that admits fault by Durable Intelligence, imposes obligations on Durable Intelligence, or fails to provide Durable Intelligence a complete release without Durable Intelligence's prior written consent.

17. DISPUTE RESOLUTION AND ARBITRATION

In Short: Most disputes must first be raised informally and then resolved by individual binding arbitration, subject to mandatory local law.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

Informal Resolution

Before filing a claim, the party seeking relief must send a written notice describing the dispute and requested relief. Notices to Durable Intelligence must be sent to contact@qwntl.com. The parties will attempt in good faith to resolve the dispute for 30 days after receipt of the notice.

Binding Arbitration

If the dispute is not resolved informally, it will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under the AAA Commercial Arbitration Rules, which are incorporated into these Terms. The arbitration will be seated in Wilmington, Delaware, unless the parties agree otherwise, and may be conducted by video conference, telephone, written submissions, or in person as permitted by the applicable rules. Arbitration fees and costs will be allocated as provided in the applicable rules and the arbitrator's award.

Exceptions

Either party may bring an eligible claim in small-claims court. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, security, credentials, or systems while arbitration is pending.

Individual Relief Only

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM.

Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY for disputes subject to arbitration or otherwise heard in court.

Mandatory Local Law

If you are located in a jurisdiction whose mandatory law does not permit pre-dispute binding arbitration, the class-action waiver, or the jury-trial waiver, those provisions apply to you only to the extent permitted by that law, and nothing in this section deprives you of the protection of provisions of law that cannot be derogated from by agreement.

If any part of this arbitration section is found unenforceable, the remaining portions will remain effective to the fullest extent permitted by law. This section does not prevent either party from reporting concerns to a government agency where permitted.

18. GOVERNING LAW AND MANDATORY LOCAL RIGHTS

In Short: Delaware law governs, subject to mandatory laws that cannot be waived.

These Terms and any dispute arising out of or relating to them or the Services shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

If you are located outside the United States, this choice of law does not deprive you of the protection of mandatory provisions of the law of the country in which you are located that cannot be derogated from by agreement, and nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

For disputes not subject to arbitration, each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware and waives any objection based on inconvenient forum or improper venue, except that either party may seek injunctive relief in any jurisdiction where necessary to protect intellectual property, confidential information, or systems, and except where mandatory law grants you the right to bring proceedings in another forum.

19. CHANGES TO THESE TERMS

In Short: We may update these Terms and will provide notice of material changes where required.

We may update these Terms from time to time. We will revise the "Last updated" date and, where required by law or commercially reasonable, provide additional notice of material changes. Changes apply prospectively. By continuing to use the Services after revised Terms take effect, you agree to the revised Terms. If you do not agree, you must stop using the Services.

20. GENERAL TERMS

In Short: These provisions address assignment, notices, waiver, severability, and the complete agreement.

Assignment. You may not assign or transfer these Terms without Durable Intelligence's prior written consent. Durable Intelligence may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or by operation of law.

Notices. Durable Intelligence may provide notices through the Services, by email, through a third-party platform, or by posting on our website. Legal notices to Durable Intelligence must be sent to contact@qwntl.com unless a separate agreement specifies another method.

No waiver. A failure to enforce a provision is not a waiver. A waiver is effective only if in writing and signed by an authorized representative.

Severability. If a provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

No agency. These Terms do not create a partnership, joint venture, franchise, fiduciary, or employment relationship.

Force majeure. Durable Intelligence is not liable for delay or failure caused by events beyond its reasonable control, including internet or cloud outages, provider failures, labor disputes, natural disasters, war, terrorism, civil unrest, government action, epidemics, or utility failures.

Export compliance. You may not use, export, or re-export the Services in violation of applicable export-control and sanctions laws, and you represent that you are not located in an embargoed jurisdiction or on any restricted-party list.

Entire agreement. These Terms, the Privacy Policy, any executed or posted data processing addendum where applicable, and any incorporated additional terms form the entire agreement concerning the public Services and supersede prior discussions concerning that subject. Separate written enterprise agreements control where applicable.

Headings. Headings are for convenience only and do not affect interpretation.

21. CONTACT US

In Short: Contact us with questions or legal notices.

Durable Intelligence Labs Inc.
San Francisco, California, United States
Email: contact@qwntl.com
Website: https://durableintel.com