These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Engram, Inc. ("Engram," "we," "us," or "our") governing your access to and use of the Engram cognitive telemetry platform ("Service"). By creating an account or using the Service, you represent that (a) you are at least 18 years of age, (b) you have the legal capacity to enter into these Terms, and (c) if acting on behalf of an organization, you have authority to bind that organization.
The Service provides a cognitive telemetry pipeline that captures, decomposes, and structures expert financial analysis sessions into timestamped cognitive event data suitable for AI model training. Core capabilities include audio transcription, cognitive event boundary detection, frame extraction, deterministic enrichment, and structured data export. Processing involves transmission of session transcript data to third-party AI providers (currently Anthropic, PBC) for event classification.
3.1 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
3.2 You must provide accurate, current, and complete information during registration and maintain such information throughout the term of your account.
3.3 You agree to notify Engram immediately of any unauthorized access to or use of your account.
3.4 Engram reserves the right to suspend or terminate accounts that violate these Terms or exhibit suspicious activity.
You agree not to:
5.1 You acknowledge that session data uploaded to the Service may contain confidential financial information, including Confidential Information Memoranda (CIMs), proprietary analyses, internal models, non-public financial data, and trade secrets ("Confidential Information").
5.2 You represent and warrant that you have all necessary rights, permissions, and authorizations to upload and process such Confidential Information through the Service, including any required consents from your employer, clients, or counterparties.
5.3 Engram will handle all Confidential Information in accordance with our Privacy Policy and applicable data protection regulations, and will not use Confidential Information for any purpose beyond the scope of the Service and applicable licensing agreements.
6.1 Your Content. You retain all ownership rights in the raw content you upload to the Service, including audio recordings, screen captures, and original session materials.
6.2 Processing License. By uploading session data, you grant Engram a non-exclusive, worldwide license to process, decompose, and structure that data into cognitive event traces ("Derived Data") in accordance with the services described herein and any applicable data licensing agreement.
6.3 Derived Data. Ownership and licensing rights for Derived Data (structured cognitive event sequences, reasoning traces, behavioral metadata) are governed by the data licensing agreement executed during onboarding.
6.4 Platform IP. The Service, including all software, algorithms, models, documentation, and proprietary methodologies, remains the exclusive property of Engram. Nothing in these Terms grants you any rights to Engram's intellectual property except the limited right to use the Service as described herein.
7.1 The use of Derived Data for AI model training is governed by individual data licensing agreements, the terms of which are established during onboarding and memorialized in a separate written agreement.
7.2 Experts participating in Engram's royalty program receive compensation each time their Derived Data is selected for inclusion in a customer's training run, as specified in their individual expert agreement.
7.3 Licensing terms, scope, permitted uses, and restrictions are defined in the applicable data licensing agreement, which controls in the event of any conflict with these Terms.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENGRAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ENGRAM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ENGRAM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.
9.2 ENGRAM'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO ENGRAM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
9.3 The limitations in this section do not apply to liability arising from (a) Engram's gross negligence or willful misconduct, (b) breach of confidentiality obligations, or (c) indemnification obligations.
You agree to indemnify, defend, and hold harmless Engram and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from (a) your violation of these Terms, (b) your upload of content that infringes third-party rights, or (c) your violation of applicable law.
11.1 Either party may terminate this agreement upon 30 days' written notice. Engram may terminate or suspend your access immediately upon breach of these Terms.
11.2 Upon termination, your right to access the Service will cease. You may request export of your data within 30 days of termination.
11.3 Sections 5 (Confidential Information), 6 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and 13 (Dispute Resolution) survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising under these Terms shall first be submitted to good-faith negotiation between the parties for a period of 30 days. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by JAMS in New York, New York, under its Comprehensive Arbitration Rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
These Terms, together with the Privacy Policy and any applicable data licensing agreement, constitute the entire agreement between you and Engram regarding the Service and supersede all prior agreements and understandings.
We may modify these Terms at any time. Material changes will be communicated via email or through a prominent notice on the Platform at least 30 days prior to taking effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.
For questions regarding these Terms, contact:
Engram, Inc.
legal@engram.ai
New York, NY