Acceptance of these Terms
These Terms form a binding agreement between you and Deep Thinking Ltd (a company registered in England and Wales, company number 09091119; “Kizuna-Mem”, “we”, “us”) and govern your access to the Kizuna-Mem software and services.
By downloading the Kizuna-Mem desktop application, creating a kizuna.cloud account, executing an Enterprise order form, or otherwise accessing the Services, you agree to these Terms and to our Privacy Policy. If you are accepting these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.
If you do not agree, do not install, run, or use the Services.
Defined Terms
Licence Grant
Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the Subscription Term, limited to the scope described below for each tier.
- Kizuna Free · Personal — personal use on devices you own; one-time licence where purchased (Personal). Reverse engineering, redistribution, and multi-tenant operation are prohibited.
- Kizuna Pro · Pro Team — use the managed kizuna.cloud service within the seat count and quotas you have paid for.
- Enterprise (Cloud) — seat-based licence for your organisation under your order form; production use permitted up to the seat count purchased.
- Enterprise (Self-Hosted) — node-based licence for binaries deployed inside your infrastructure; the Licence Key enforces the feature set, node count, and expiry in your agreement. Offline operation is supported.
Licence Keys are issued per Order and are not transferable between organisations without our prior written consent. Attempting to bypass, tamper with, or share a Licence Key is a material breach of these Terms.
Acceptable Use
You agree not to use the Services to:
- Violate any applicable law or the rights of any third party.
- Reverse engineer, decompile, or disassemble the Services, except to the extent this restriction is prohibited by applicable law.
- Resell, rent, sublicense, or otherwise offer the Services to third parties as a hosted service, unless you hold an Enterprise licence that explicitly permits this.
- Interfere with, disrupt, or probe the integrity, capacity, or security of the Services, including rate-limit evasion or benchmarking without our prior written consent.
- Upload or store Customer Data that you do not have the right to provide to us, or that is unlawful, infringing, or defamatory.
- Use the Services to train or fine-tune a competing memory, retrieval, or agentic-memory product.
We may suspend or terminate access immediately, without refund, for material violations of this section.
Customer Data and Privacy
You own Customer Data. We do not claim ownership of the memories, documents, or metadata you submit to the Services. You grant us a limited licence to host, process, and transmit Customer Data solely to provide and secure the Services for you.
The desktop application processes Customer Data locally on your device by default. The kizuna.cloud and Enterprise Cloud services process Customer Data on infrastructure we operate or (for self-hosted Enterprise) on infrastructure you operate. Our data handling is described in our Privacy Policy.
We will not sell Customer Data, will not use Customer Data to train shared models, and will not access Customer Data except as necessary to operate, secure, and support the Services or as required by law.
Fees, Billing, and Renewal
Fees for each plan are published at /pricing or set out in your order form. Unless otherwise stated, all fees are exclusive of VAT and other applicable taxes, which you are responsible for.
- Subscription plans (Pro, Pro Team, Enterprise Cloud) renew automatically at the end of each Subscription Term at the then-current price. You may cancel auto-renewal at any time in your account settings.
- Personal is a one-time perpetual licence for the major version purchased; feature updates within that major version are included where practical, but new major versions may require a separate purchase.
- Metered add-ons (Deep Query Metering and similar) are billed in arrears based on actual usage recorded by our systems.
- Refunds. Except where required by law, fees are non-refundable. We may, at our discretion, issue pro-rata refunds where we materially fail to deliver a service purchased.
Late or failed payments may result in suspension of the Services after 14 days' notice. Continued non-payment may result in termination and loss of access to Customer Data stored on kizuna.cloud; you are responsible for exporting your data before termination.
Third-Party Services and BYOK
The Services integrate with third-party products you choose to connect (LLM providers, storage back-ends, identity providers, and agent frameworks). Your use of those third-party services is subject to their own terms; we are not responsible for their availability, content, or data handling.
When you provide your own API keys (BYOK) for a third-party LLM provider or other service, you remain solely responsible for charges and quotas on those accounts.
Intellectual Property
The Services, including all software, models we develop, APIs, documentation, and the Kizuna-Mem trade marks and logos, are owned by us or our licensors and are protected by intellectual property laws. Nothing in these Terms transfers ownership of the Services to you.
If you give us feedback, suggestions, or bug reports, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Services without obligation to you.
Warranties and Disclaimers
We will provide the kizuna.cloud and Enterprise Cloud services with reasonable skill and care and in accordance with the service levels (if any) set out in your plan or order form.
Except as expressly stated, the Services are provided “as is” and “as available”. To the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy of outputs, and non-infringement. We do not warrant that retrieval results will be complete, current, or free from error, and you are responsible for reviewing outputs before relying on them.
Limitation of Liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.
Subject to the above, our total aggregate liability to you arising out of or in connection with the Services is capped at the greater of (a) the fees you paid us in the 12 months immediately preceding the event giving rise to the claim, and (b) £100 where you are using the Services as a consumer (Kizuna Free and Kizuna Personal), or £1,000 where you are using the Services for business purposes (Kizuna Pro, Kizuna Pro Team, and all Enterprise tiers). We are not liable for indirect, consequential, special, or punitive damages, loss of profits, loss of business, or loss of data.
Indemnity
You will indemnify and hold us harmless from third-party claims arising out of (a) your Customer Data, (b) your use of the Services in violation of these Terms or applicable law, or (c) your breach of any representation or obligation in these Terms.
We will defend you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe their intellectual property rights, and pay amounts finally awarded or agreed in settlement, subject to you notifying us promptly and giving us control of the defence.
Term and Termination
These Terms apply for the duration of your Subscription Term or until the licence associated with your Personal purchase lapses. You may terminate at any time by cancelling your subscription or uninstalling the Services.
We may suspend or terminate the Services (a) immediately for material breach of these Terms, (b) on 30 days' notice where we discontinue a plan or the Services generally, and (c) as required by law.
On termination, your right to use the Services ends. You may export Customer Data from kizuna.cloud for up to 30 days after termination; after that we may delete Customer Data held on our infrastructure, except where retention is required by law or for billing records.
Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that we may bring proceedings to protect our intellectual property in any competent court.
Changes to these Terms
We may update these Terms from time to time. If we make material changes we will give reasonable advance notice by email or in the Services. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms.