Vesper Terms and Conditions

These Terms and Conditions are an agreement between you and Myworkingmemory LLC (the “Company,” “we,” “us,” or “our”) governing Vesper, its share extension and Home Screen widget, associated features and purchases, related support, and Company product pages that expressly link to these Terms (the “Services”). Vesper is a software tool for recording savings, exploring savings plans and hypothetical calculations, and working with selected information on your device. These Terms define the permitted use, purchase commitments, responsibilities, and allocation of risk for those Services.

PLEASE READ SECTIONS 17 THROUGH 24. THEY CONTAIN WARRANTY DISCLAIMERS, LIMITS ON LIABILITY, AN INDEMNITY, AND DISPUTE PROVISIONS. SECTION 22 REQUIRES INDIVIDUAL ARBITRATION OF COVERED DISPUTES AND CONTAINS CLASS AND JURY WAIVERS. YOU MAY OPT OUT OF SECTION 22 WITHIN 30 DAYS AFTER ACCEPTING THESE TERMS. MANDATORY CONSUMER RIGHTS AND THE EXCEPTIONS STATED BELOW REMAIN AVAILABLE.

You accept these Terms by selecting an acceptance control, or completing another transaction or setup step, that conspicuously identifies these Terms, links to them, and expressly states that your action constitutes agreement. Merely viewing a policy page does not constitute acceptance. These Terms take effect for you upon that acceptance. If you act for an organization, acceptance binds that organization only if you have authority to do so.

Apple’s Standard Licensed Application End User License Agreement governs the Apple-distributed app license unless a valid custom EULA is separately supplied through Apple. These Terms supplement that license and do not replace Apple’s agreement with you. Section 28 explains how the applicable agreements fit together. The Vesper Privacy Policy is a separate notice describing information handling; acceptance of these Terms is not blanket consent to unrelated data processing.

1 Eligibility and authority

You must have the legal capacity to enter this agreement and must comply with any minimum age or other eligibility rule applicable to your use. If you are below the age of legal majority where you live, a parent or legal guardian must accept on your behalf to the extent the law permits. An App Store age rating describes content suitability; it does not establish contractual capacity or override children’s privacy law.

If you use the Services for a business or other organization, you represent that you are authorized to bind it, and references to “you” include that organization as appropriate. You must not use the Services if applicable sanctions or other law prohibit that use. A person whose license has lawfully ended for material misuse may not evade that restriction.

2 Definitions and the contracting party

“User Content” means savings entries, amounts, dates, notes, targets, planning assumptions and schedules, images, screenshots, PDFs, voice input, text, edits, titles, attachments, and other material you select, supply, save, or direct the Services to process. “Output” means calculated balances, projections, comparisons, suggested schedules, recognized text, reports, exports, and files created from that material. “Company Content” means the Company’s software, interfaces, documentation, branding, sample materials, and other material supplied by or for the Company. “Expansion Pack” means the non-consumable feature purchase described in Section 6.

“Company Parties” means Myworkingmemory LLC and, to the extent relevant to the claim and permitted by law, its affiliates, members, managers, directors, officers, employees, agents, contractors, licensors, service providers, successors, and assigns.

Your contract is with Myworkingmemory LLC. An individual owner, member, manager, employee, or agent does not become a contracting party merely by providing work, support, or communications for the Company. The protections expressly given to the Company Parties are intended for their benefit. Nothing creates immunity for conduct that applicable law makes independently actionable.

3 The product and its material limits

Vesper records money you enter as saved or used and provides editing, undo, history, recent saving rates, basic growth projections, and a daily logging reminder. It calculates from your records and assumptions; a displayed balance is not a verified bank balance. The purchase screen and in-app descriptions identify the free functions, paid features, and processing limits offered to you. Recording, editing, and viewing the free savings history do not require the Expansion Pack while the relevant local data remains available. A failed or cancelled operation does not by itself establish that a record was saved; check the displayed result and any error. Vesper does not connect to a bank, hold funds, initiate transfers, execute a purchase, or make payments for you.

The Expansion Pack provides the additional tools included in the offer shown before purchase, which may include target planning, plan comparison, purchase-impact calculations, reading amounts and dates from selected sources, bill-price comparison, payment and contribution schedules, English voice or typed saving-pause adjustments, CSV import and export, monthly PDF reports, backup recovery, device protection, scheduled saving reminders, and a Home Screen widget. A particular feature may require a supported source format, a device permission, adequate storage or memory, or compatible Apple hardware and software. Voice recognition requires on-device English recognition; typed input remains an alternative when that capability is unavailable.

Batch or shared-inbox capacity, file size, page count, dimensions, text length, output length, entry count, planning horizon, contribution count, available memory, and similar limits may apply and are identified in the app when relevant. Limits can vary by source format, device, operating-system capabilities, and the operation requested. A file below a stated limit can still be unreadable, unsupported, protected, damaged, or too complex to process on a particular device. A successful import preview is not an independent verification of the source’s truth, completeness, currency, or suitability for your purpose. Check the proposed entries and the confirmation result before relying on an import.

A monthly PDF report is a new summary of the manual savings entries included for the selected period; CSV export represents the active history included by that export. These outputs do not reproduce an original source document, certify a transcription, verify bank transactions, or constitute an audited account, official bank statement, or tax filing. CSV export may prefix formula-like notes to reduce spreadsheet formula interpretation; keep the original or backup when exact text matters. Recognition may omit, insert, misread, or reorder characters, words, pages, amounts, dates, or punctuation. Source quality, handwriting, language, layout, and Apple’s framework support affect results. Source parsing can miss conditions, fees, or context that are absent, unclear, or unsupported.

The App Store listing identifies current device and operating-system requirements. Compatibility does not guarantee that every feature is available in every hardware configuration, language, or Apple compatibility mode. Document recognition and Vesper’s supported voice recognition are local; purchases, restoration, optional analytics, websites, email, and destinations selected for sharing may require a connection. Notification delivery and widget refresh timing are controlled by the operating system. A reminder is a prompt, not a payment instruction, guaranteed alert, or confirmation that money has been saved. Saving a schedule or adjusting a deadline does not itself change your bank account or record a completed contribution.

The savings ledger, saved plans, and shared-source copies are stored locally. Apple’s device backup and transfer mechanisms may include relevant data according to your settings and their actual operation; Vesper does not claim its entire ledger is excluded from them. There is no Company-hosted savings ledger or document synchronization service. Keep original files and export independent copies of important records. Backup import recovers eligible missing entries, keeps current edits and deletion markers, and leaves current targets, schedules, and reminder settings in place. Recover previous local copy is a separate response to a damaged file and can return to an earlier state. No recovery tool guarantees success or recovery of every change. No feature, recovery service, accuracy level, or future functionality is included unless it is expressly part of the applicable offer or required by law.

4 License and reservation of rights

Subject to the applicable Apple license, these Terms, and any valid purchase entitlement, you may use the Services for personal or internal business purposes on devices you own or control as Apple’s usage rules permit. The permission is limited, non-exclusive, non-sublicensable, and non-transferable except as applicable law or Apple’s rules permit. It may end only as provided by the governing license and these Terms. You may use and share Output for which you have the necessary rights, including in your work.

The Services are licensed, not sold. The Company and its licensors retain all rights not expressly granted, including rights in source and object code, design, interfaces, workflows, documentation, trademarks, and Company Content. Purchasing feature access does not transfer ownership of those materials.

Except where a restriction is prohibited by law or an applicable open-source license permits the activity, you must not copy or distribute the software beyond the licensed use; rent, lease, sell, or sublicense it; derive its source code or create unauthorized derivative software; circumvent purchase verification, usage limits, or security controls; remove proprietary notices; or use Company branding in a misleading or unauthorized manner. These restrictions do not prohibit the app’s advertised document processing, accessibility functions, or lawful sharing and export of your Output.

5 Device security and preservation of work

You control access to your device, Apple Account, source files, and exported copies. Use suitable device protections and retain independent copies where loss would matter. The app does not create a Company account from which we can retrieve savings records or recover deleted work.

Data may become unavailable through deletion, damaged files, device loss or reset, insufficient storage, operating-system behavior, interrupted writes, or other events. Deleting the app or its storage can permanently remove locally stored material. Deleting a savings entry hides it from the active ledger and calculations while retaining a marked record as described in the Privacy Policy; this is not secure erasure. Clearing a shared-source item does not delete its original. Removing a record does not delete source files or copies held elsewhere. Restoring a purchase restores the applicable access entitlement; it does not restore deleted savings data, plans, documents, or backup files. Protect exported material independently: the app’s Face ID, Touch ID, or passcode protection does not lock a file once exported.

A purchase refund or revocation can restrict paid features without instructing the app to erase saved records. Continued storage is not a promise of perpetual recoverability or permission to use a feature without the required entitlement. Nothing in this section transfers responsibility for a loss caused by the Company where the law does not permit that allocation.

6 Purchases and Expansion Pack

The purchase screen and Apple’s confirmation process identify the applicable product and localized price before you authorize a charge. Currency, applicable taxes, territory, eligibility, and an authorized offer may affect the price. The transaction terms disclosed to you govern that purchase. A displayed price for another region or a historical offer does not establish the price for your transaction.

The Expansion Pack is a one-time, non-consumable purchase with no subscription term, automatic renewal, or scheduled expiration. It provides the features included in the purchased Vesper offer. It does not include every future separate app or separately sold product, promise compatibility with every future operating system, or establish a perpetual support or hosting service. Those limits do not permit the Company to disregard an express paid-access commitment or a remedy required by law. The label used for an offer does not turn a recordkeeping app into a bank, a deposit, an investment product, or a managed savings service.

An existing valid Expansion Pack entitlement for Vesper remains subject to its verified purchase terms. A change in its displayed name or price does not by itself require an existing owner to purchase that entitlement again. Qualifying owners of earlier paid versions of Vesper may receive Expansion Pack access under the app’s verified original-purchase eligibility rule. Eligibility depends on Apple’s verified app-purchase information and the applicable offer, not solely on a screenshot or an unsupported local access state. The free recording, editing, and history functions remain usable as described in Section 3 without purchasing the Expansion Pack. A separate valid charge for downloading a paid version remains governed by the terms of that transaction.

Apple processes App Store purchases and provides transaction and entitlement verification. A pending, cancelled, failed, refunded, reversed, revoked, or unverified transaction does not establish a valid active entitlement. If approval or verification remains pending, access may be unavailable until the transaction is resolved. A verification error is not a representation that no charge occurred; check Apple’s purchase records before attempting another transaction.

Use Restore Purchases with the Apple Account that made the purchase to restore a valid entitlement. Restoration remains subject to Apple’s account and usage rules, verification, product availability, and a functioning connection. Family Sharing and volume-purchase access apply only to the extent supported by the actual product configuration and Apple’s applicable rules. Offer codes are subject to their disclosed conditions and Apple’s eligibility, redemption, territory, and expiration requirements.

For an Apple-processed transaction, request a refund through Apple’s purchase-help service or another refund route made available for that transaction. Apple administers that request under its applicable rules and law. Submitting a request does not guarantee approval. Deleting the app does not itself request a refund, reverse a charge, or cancel ownership of a valid non-consumable purchase. The Company does not receive your full payment-card details through the app. If a refund process asks for purchase information, use the verified transaction information provided by Apple and do not send full payment-card details or an Apple Account password to Company support.

We may correct demonstrably erroneous or fraudulent access states and respond to verified refunds or revocations, subject to the purchase terms and applicable law. We do not use an administrative correction to take away a valid purchase arbitrarily. Nothing in these Terms limits a statutory cancellation, withdrawal, refund, repair, replacement, price-reduction, or other remedy that cannot lawfully be excluded. Immediate digital delivery does not by itself establish that you waived a statutory withdrawal right; any required express consent and acknowledgment must be obtained through the applicable transaction process.

7 User Content and authorized processing

You retain the rights you lawfully hold in User Content and Output. You represent that you have the ownership, permissions, consents, and other lawful authority necessary to select, process, retain, and share the material and to issue the instructions you give. Recognition or conversion does not create a copyright license, establish ownership, remove confidentiality obligations, or authorize disclosure of another person’s information.

You authorize the app to read, reproduce, transform, temporarily hold, and save selected User Content on your device as needed to perform the features you request, and to copy or transmit Output to destinations you select. This authorization does not grant the Company remote access to your savings records or permission to publish, sell, or train models on documents that remain on your device.

For content you deliberately send to the Company, including a support attachment, you grant the Company Parties a limited, non-exclusive, worldwide, royalty-free license to receive, reproduce, review, process, and share that material with providers assisting the request, solely as reasonably necessary to provide and secure support, diagnose and resolve the reported problem, document the request, comply with law, enforce applicable rights, and establish, exercise, or defend related legal claims. This permission lasts only as long as reasonably needed for those purposes and lawful retention. The Privacy Policy and applicable law govern personal information.

Send only the material needed for a request and redact unnecessary sensitive or third-party information. We may decline or stop handling a support attachment where appropriate for security, legal, rights, or operational reasons. We do not operate a public repository or a moderation service for your local records and documents.

8 Automated recognition, calculations, and responsibility for Output

Recognition, parsing, calculations, comparisons, planning, and conversion are automated aids. Output may be inaccurate, incomplete, non-unique, unsuitable, or inconsistent with the original. The Services do not verify the truth, legal effect, authenticity, ownership, confidentiality status, or evidentiary value of a source or result. Editing, image processing, formatting, and export can further change text, appearance, or metadata. Savings projections depend on the amounts, dates, contribution frequency, interest assumption, and other inputs used for that calculation. An assumed return is hypothetical and does not promise an investment result. A calculated contribution is an amount required by the selected assumptions, not a finding that it is affordable or appropriate for you. A bill-price comparison does not independently assess coverage, quality, missing fees, renewal conditions, or all terms of a provider’s offer.

Before relying on, filing, publishing, sending, signing, or using a result, compare it with the original and correct material errors. Pay particular attention to names, dates, numbers, amounts, currencies, decimal places, negations, punctuation, page order, and omitted text. Preserve the original where accuracy or proof matters. Verify actual balances, obligations, rates, charges, and deadlines with the relevant bank, creditor, provider, or other authoritative source. A currency label is not currency conversion. Vesper does not ensure that you can afford a contribution, will reach a target, will receive a return, or will avoid a late fee, overdraft, loss, or other consequence. You remain responsible for the instructions you give and decisions you make, subject to the Company’s non-excludable legal obligations.

9 Feedback

If you voluntarily provide suggestions, ideas, improvements, or product feedback, you grant the Company a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, fully paid, royalty-free license to use, reproduce, adapt, develop, distribute, and otherwise exploit that feedback for any lawful purpose without attribution, compensation, or an obligation to implement it. You represent that you may grant that license.

This license covers the suggestion or feedback itself. It does not transfer ownership of your documents, extend the support-content license in Section 7 to unrelated uses, or authorize processing personal information beyond the Privacy Policy and law. Do not submit a confidential invention or third-party trade secret as unrestricted feedback. Nothing restricts an honest consumer review or requires assignment of ownership in such a review.

10 Third parties and external services

Apple, device operating systems, photo and file providers, email providers, website hosts, optional analytics providers, and destinations you select have their own services, terms, and information practices. They may control accounts, network access, retention, backups, availability, and copies outside the app. A link or supported integration does not by itself constitute an endorsement or make that provider the Company’s agent. The Privacy Policy distinguishes providers acting on the Company’s behalf from independent platform services and explains the optional PostHog analytics connection.

You must comply with applicable third-party terms. To the extent permitted by law, the Company Parties are not responsible for an independent provider’s acts, omissions, content, or service interruptions. We remain responsible for duties the law places on us, including duties concerning providers acting for us. We may change an integration when a provider changes its access, functionality, rules, or availability, subject to paid-service commitments and applicable remedies.

11 Privacy and information practices

The Vesper Privacy Policy describes local processing, information the Company receives, uses and disclosures, retention, security, and privacy choices. It does not guarantee that no incident or unauthorized event can occur. Neither these Terms nor a general reference to Apple’s terms authorizes the Company to process information in a way that conflicts with that notice or bypass a legally required consent.

12 Lawful use and protection of the Services

You must not use the Services to infringe rights; commit fraud; impersonate another person; conduct unlawful surveillance; distribute unlawfully obtained private material; exploit or abuse a child; distribute non-consensual intimate material; introduce malware; obtain unauthorized access; evade lawful access restrictions; or otherwise violate applicable law, platform rules, or another person’s rights. You must not interfere with the operation or security of the Services or falsely suggest Company sponsorship or certification of your material.

We may investigate a matter involving information we actually receive, preserve evidence, reject an improper support request, enforce the license, or make a lawful report when reasonably necessary to protect rights, security, safety, or compliance. We do not promise to detect every misuse and do not acquire remote monitoring or deletion powers over your device through this provision.

13 Support, updates, and availability

Support is available through dean@myworkingmemory.ai. Provide the app version, general device and operating-system information, and the steps needed to explain the issue. Unless the Company expressly identifies a response time as a guarantee applicable to your request, a stated support response time is an estimate. No successful recovery, correction, or support outcome is guaranteed. Any express service commitment applicable to your purchase remains subject to its stated terms and mandatory law.

We may release updates for functionality, reliability, security, or compatibility. An update may be necessary to continue a particular feature. We may modify, suspend, limit, or discontinue a feature or service for a legitimate product, technical, legal, security, or business reason, subject to the express purchase commitments and remedies that apply. We will provide notice, required updates, and any opportunity or remedy that mandatory law requires. We do not use this provision to impose a subscription on an existing non-consumable entitlement or to erase a nonwaivable consumer right.

14 Suspension, termination, and ending use

You may stop using the Services at any time. Export important work before deleting the app. Ending use does not itself request a refund or affect a payment obligation already validly incurred.

We may suspend or terminate licensed access where reasonably necessary because of a material breach, fraud, unlawful misuse, a security risk, invalid entitlement, legal obligation, or platform action. We may also discontinue Services subject to Section 13. Where appropriate and lawful, we will provide notice and a reasonable opportunity to remedy a breach. We will not condition the exercise of a nonwaivable right on waiving another such right.

When a license ends, you must stop the use no longer authorized by that license. Termination does not give the Company possession of local User Content or erase a right to content that you independently own. Provisions intended to operate after termination survive to the extent lawful, including ownership, accrued payment matters, feedback rights, applicable support-content permissions, disclaimers, liability limits, indemnity, and validly accepted dispute provisions.

15 Intellectual property concerns

Send a concern about the app or Company-supplied material to dean@myworkingmemory.ai. Identify the protected work or right, the material at issue and where it appears, your contact details, and your authority to raise the concern. Provide a clear explanation and supporting information sufficient to investigate. Do not send unnecessary confidential documents.

Vesper does not host or publish users’ local savings records. This reporting route does not designate a statutory copyright agent or promise that a hosting safe harbor applies. We may seek additional information or refer an issue to the responsible platform or recipient where appropriate.

16 Professional advice and consequential use

The Services do not provide legal, medical, mental-health, financial, tax, accounting, investment, employment, or other professional advice. Output is not a certified transcript, authenticity finding, professional opinion, audited financial record, or determination about another person’s rights or eligibility. Vesper does not establish a fiduciary or advisory relationship, assess creditworthiness, offer credit, open an account, hold money, or provide deposit insurance. No projected balance, required contribution, comparison, or target date is a recommendation to buy or sell an investment or enter a financial obligation.

Do not use the Services as an emergency service, a safety control, or the sole basis for a consequential decision. Obtain qualified human review before using Output where an error could affect health, safety, legal rights, financial obligations, or another significant interest. These requirements do not excuse a Company duty or liability that the law does not permit us to exclude.

17 Warranty disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, COMPANY CONTENT, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY PARTIES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS EXCEPT AN EXPRESS COMMITMENT THAT THESE TERMS PRESERVE OR A WARRANTY OR CONDITION THAT CANNOT LAWFULLY BE EXCLUDED. THE DISCLAIMERS INCLUDE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AVAILABILITY, COMPATIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET EVERY REQUIREMENT, REMAIN COMPATIBLE INDEFINITELY, BE UNINTERRUPTED OR ERROR-FREE, RECOVER LOST DATA, CONVERT EVERY SOURCE, PRESERVE SOURCE FORMATTING, OR PRODUCE COMPLETE, ACCURATE, UNIQUE, LAWFUL, OR SUITABLE OUTPUT. WE DO NOT WARRANT THAT A SAVINGS TARGET, RETURN, SCHEDULE, COST COMPARISON, REMINDER, OR PROJECTED OUTCOME WILL BE ACHIEVED, DELIVERED AT A PARTICULAR TIME, OR APPROPRIATE TO YOUR CIRCUMSTANCES. NO GENERAL SUPPORT RESPONSE OR MARKETING DESCRIPTION CREATES AN ADDITIONAL WARRANTY TO THE EXTENT APPLICABLE LAW PERMITS THAT LIMITATION.

These disclaimers do not override an express purchase commitment, a legally binding representation, a required security or compatibility update, or a statutory warranty or remedy that cannot be excluded. A right to a remedy from Apple under its applicable terms remains available.

18 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, USE, OR DATA; OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, CONTENT, OUTPUT, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ALL COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US $50 OR (B) THE AMOUNTS YOU ACTUALLY PAID FOR THE AFFECTED VESPER SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. AMOUNTS PAID INCLUDE THE PURCHASE PRICE PAID THROUGH APPLE FOR THOSE SERVICES, NOT MERELY THE COMPANY’S NET PROCEEDS. THE CAP IS AGGREGATE, NOT A SEPARATE LIMIT FOR EACH CLAIM, EVENT, OR COMPANY PARTY.

These limitations apply regardless of the asserted theory of liability, including contract, tort, negligence, strict liability, or statute, to the extent legally permitted. They allocate risk reflected in the free access and purchase price. No overlapping provision creates duplicate recovery. If Apple’s Standard EULA independently supplies a lower enforceable limit for a claim, these supplemental Terms do not increase that limit or waive the defense.

Nothing in these Terms excludes or limits liability to the extent the law prohibits doing so, including liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence where not waivable, death or personal injury caused by negligence where not waivable, or infringement of a nonwaivable statutory right. These limits do not restrict a refund or other remedy required by applicable law or binding platform terms. Any exclusion or limit that is unlawful in a particular case applies only to the extent permitted in that case.

19 Third party claim indemnity

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the Company Parties from a third party’s claim, action, investigation, loss, liability, damage, judgment, settlement, cost, or reasonable attorney fee to the extent arising from your unlawful or unauthorized User Content; your material breach of Sections 4, 7, 8, or 12; your infringement or violation of another person’s rights; or your fraud, willful misconduct, or unlawful use of the Services. This is a protection against third-party claims, not a fee imposed merely because a calculation or other operation fails or you assert a claim against the Company.

The Company will give reasonably prompt notice of a covered claim and may control its defense and settlement with counsel of its choice. You must provide reasonable cooperation at your expense to the extent lawful. A delay in notice reduces your obligation only to the extent it materially prejudices the defense. You must not settle a claim on behalf of a Company Party without its written consent. The Company will not settle in a manner admitting your personal wrongdoing or imposing a nonmonetary obligation on you without your consent, not to be unreasonably withheld.

This section does not require indemnity for a Company Party’s own conduct to the extent that allocation is prohibited by law. It does not penalize an honest review, privacy request, refund request, consumer complaint, or exercise of a nonwaivable right. Any mandatory limitation on a consumer indemnity controls.

20 Copies and recipients you select

You choose whether and where to copy, send, publish, or export material. The Company is not a party to an independent recipient’s subsequent use or a dispute solely between you and that recipient. It cannot recall or erase every copy held outside the app. To the extent permitted by law, you assume the risks of your recipient and storage choices, without releasing a claim arising from a Company Party’s own legally actionable conduct.

21 Informal dispute resolution

Before filing a covered arbitration or lawsuit, the claimant must send an individualized written Notice of Dispute and allow 60 days for a good-faith effort to resolve the matter. Email the notice to dean@myworkingmemory.ai with the subject “Vesper Notice of Dispute.” Identify the claimant, a reliable contact method, Vesper, the material facts, the requested relief, and a good-faith calculation of any monetary loss. Do not send an Apple Account password or full payment-card details. A Company account identifier is not required because the app has no Company account.

If the Company initiates the dispute, it will provide its notice to a contact you have actually supplied or through another lawful method. The parties will confer individually and reasonably during the notice period. A limitations period is tolled during that period to the extent permitted by law.

This procedure does not prevent an eligible individual small-claims action, a regulatory complaint, a required platform remedy, urgent provisional relief, or an action necessary to preserve a claim. It is a condition precedent only where lawful. Disputes about compliance are for the decision maker authorized by the applicable arbitration rules and law; the provision does not authorize an administrative delay inconsistent with those rules.

22 Arbitration and individual proceedings

Agreement to arbitrate

Except as stated in this section, you and the Company agree to resolve through binding individual arbitration any dispute, claim, or controversy arising out of or relating to the Services, these Terms, the Privacy Policy, User Content, Output, purchases, marketing, support, or the relationship between you and the Company. This includes claims asserted against a Company Party to the extent that party is entitled to enforce this agreement under applicable law. The Federal Arbitration Act, 9 U.S.C. sections 1–16, governs this arbitration agreement where applicable.

An arbitrator decides the merits and questions about the interpretation, scope, or enforceability of this arbitration section, except that a court decides whether an agreement was formed, whether an opt-out is effective, and any issue the law requires a court to decide. This delegation applies only to the extent an enforceable agreement was formed.

Administrator process and costs

The American Arbitration Association (“AAA”) will administer covered consumer disputes under its Consumer Arbitration Rules and applicable Mass Arbitration Supplementary Rules in effect under those rules. The rules and fee schedules are available at https://www.adr.org/. One neutral arbitrator will decide the matter. Proceedings may be conducted through documents, telephone, video, or in the county where you reside, as permitted by the rules, unless the parties agree otherwise. Any applicable document-only procedure under those rules remains available.

Fees and arbitrator compensation will be allocated under the applicable AAA rules and mandatory law. The Company will pay amounts assigned to it under those requirements. It will not seek attorney fees from a consumer unless an award is legally permitted and the arbitrator determines that the claim was frivolous or brought for an improper purpose under the applicable standard. For a dispute that is not a consumer dispute, the applicable AAA rules and fee schedule govern.

If AAA is unavailable for reasons unrelated to a party’s failure to meet required fees or due-process requirements, the parties may agree on another qualified administrator or seek a court appointment where the Federal Arbitration Act permits. If AAA declines or ends administration because the Company has not satisfied applicable fees or consumer due-process requirements, you may pursue the dispute in a court with jurisdiction as the applicable rules and law permit. This fallback does not force you to waive a right resulting from that failure.

Exceptions and mandatory rights

Either party may bring an individual claim within an eligible small-claims court’s jurisdiction, seek temporary or preliminary court relief needed to prevent imminent misuse, infringement, unauthorized access, or irreparable harm while arbitration proceeds, or bring a matter that the law does not permit to be arbitrated. Provisional relief must be limited to preserving meaningful resolution of the dispute, except for a matter that cannot be arbitrated. These exceptions are mutual.

This arbitration agreement does not prevent complaints to a regulator or requests for a remedy that a platform or mandatory law makes available. It does not require an EEA or UK consumer to submit to pre-dispute arbitration, and does not apply where the consumer’s mandatory local law prohibits or renders the agreement unenforceable. In those cases, the legally available courts and procedures remain available.

Individual claims and coordinated filings

TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY MAY ASSERT COVERED CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY FOR THE INDIVIDUAL CLAIMANT AND ONLY AS NEEDED TO RESOLVE THAT CLAIM, EXCEPT FOR PUBLIC INJUNCTIVE OR OTHER RELIEF THAT APPLICABLE LAW REQUIRES TO REMAIN AVAILABLE.

Different persons’ claims may not be combined without all parties’ written consent, except for administrative coordination authorized by AAA’s applicable Mass Arbitration Supplementary Rules. When those rules apply, each claimant must meet the applicable individualized notice and filing requirements. These Terms create no private batching, bellwether, delay, or fee-avoidance procedure inconsistent with mandatory law or the administrator’s rules. Class arbitration is not authorized without an express written agreement made after the dispute arises.

Thirty day right to opt out

You may opt out of this entire Section 22 by emailing an unequivocal written notice to dean@myworkingmemory.ai within 30 days after first accepting these Terms. Use the subject “Vesper Arbitration Opt-Out” and include your name, a contact method, Vesper, and a clear statement that you opt out. No account or transaction identifier is required. Keep a copy and evidence of sending.

A valid opt-out removes this section’s arbitration, class, and jury waivers for you. The Company will not penalize a valid opt-out, and the remaining Terms continue to apply. An opt-out affects these Terms; it does not change a separate agreement to which the Company is not a party.

Jury waiver and severability

FOR A DISPUTE PROPERLY PROCEEDING IN COURT, AND ONLY IF YOU HAVE NOT VALIDLY OPTED OUT OF THIS SECTION, YOU AND THE COMPANY KNOWINGLY AND VOLUNTARILY WAIVE A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS WAIVER DOES NOT APPLY WHERE A PRE-DISPUTE JURY WAIVER IS PROHIBITED OR UNENFORCEABLE.

An unenforceable part of this section will be severed to the extent lawful. If an individual-relief restriction is unenforceable for a particular claim or remedy, that claim or remedy may proceed in court, after arbitrable issues where the law permits that sequence. If a class-waiver defect would otherwise permit class arbitration, the arbitration agreement is void for that proceeding. Remaining enforceable agreements and mandatory consumer rights are preserved.

23 Governing law and court proceedings

The Federal Arbitration Act governs Section 22 where applicable. Otherwise, Tennessee law governs these Terms and disputes with the Company, excluding conflict-of-law rules, subject to any mandatory law of your residence that cannot be waived. Except for eligible small-claims proceedings and where nonwaivable law requires or permits another forum, disputes properly proceeding in court must be brought in the state courts in Davidson County, Tennessee, or the United States District Court for the Middle District of Tennessee, and the parties consent to those courts’ jurisdiction.

If you are an EEA or UK consumer, you retain the protection of mandatory consumer law and access to courts available under the applicable rules of your habitual residence. Equivalent protections apply in any other jurisdiction where mandatory local law supplies them. These Terms do not limit statutory guarantees, unfair-contract protections, mandatory withdrawal rights, or access to a public authority. A provision valid for a business customer may be inapplicable to a consumer.

Apple’s agreement with you governs disputes with Apple. These Terms do not impose arbitration on Apple or change a forum or right that its governing agreement requires us to preserve.

24 Time to bring a claim

To the maximum extent permitted by law, a claim arising out of or relating to the Services or these Terms must be filed within one year after the claimant knew or reasonably should have known the material facts giving rise to it. This contractual period does not shorten any period that the law prohibits the parties from shortening. Required tolling, Section 21’s tolling, and mandatory rights remain applicable.

25 Export sanctions and trade compliance

You must comply with applicable export, re-export, import, sanctions, and trade laws. You represent that you are not a prohibited or restricted party, are not using the Services in a location where their provision to you is prohibited, and will not use or transfer the Services for a prohibited end use. These duties apply only to the extent the relevant restrictions lawfully apply to you and the Services.

26 Electronic communications and records

To the extent validly agreed and permitted by law, we may provide agreements, notices, disclosures, and records electronically through the app, the applicable policy page, or a contact address you supply. You may save or print them. An electronic notice does not replace a consent, delivery method, timing rule, or durable-medium requirement that the law separately imposes.

Where the law requires a particular electronic-delivery consent, its withdrawal method and any paper-delivery option will be provided through that consent process. Contact dean@myworkingmemory.ai about a required notice or available delivery options. We do not treat an unused or undelivered email address as conclusive proof that you received notice.

27 Changes to these Terms

We may revise these Terms for legal, security, product, or operational reasons. For a change materially affecting existing contractual rights, we will provide the additional notice and obtain the affirmative agreement that applicable law requires. A changed webpage alone does not establish assent to a material new bargain.

Unless you validly agree otherwise after a dispute arises, changes to the dispute provisions will not govern a dispute for which either party has already sent a Notice of Dispute or filed a proceeding. No revision retroactively authorizes an undisclosed use of personal information or waives an accrued claim where the law forbids that result.

28 General provisions

Entire agreement and order of precedence

These Terms, the applicable Apple license and usage rules, and the specific transaction terms disclosed and agreed at purchase constitute the agreement governing their respective subjects. A separately signed agreement controls only for the customer and scope it expressly covers. Mandatory law controls over any inconsistent term. Apple’s governing license controls the app-license subject; a specific valid purchase commitment controls over a general provision about the purchased feature; and the Privacy Policy controls the description of information practices. No provision is intended to waive an independently applicable Apple-license defense or to enlarge a limitation of liability merely by restating it.

Subject to legally binding representations and nonwaivable consumer rights, an informal communication does not amend these Terms unless an authorized Company representative expressly agrees in a signed writing or the parties validly accept a revised agreement. This provision does not disclaim responsibility for fraud or permit the Company to disregard an express purchase promise.

Assignment and events beyond reasonable control

You may not assign these Terms without the Company’s written consent except as applicable law or Apple’s usage rules permit. The Company may assign them in connection with a merger, reorganization, financing, sale of relevant assets, or operation of law, or otherwise with legally required notice. Assignment does not eliminate accrued or nonwaivable rights.

To the extent permitted by law, a party is excused from a delay or failure caused by an event beyond its reasonable control, including a natural disaster, utility or network outage, war, civil unrest, epidemic, government action, labor disruption, platform outage, or cyberattack despite reasonable safeguards. The affected party must take reasonable steps to limit the effect where the law requires. This provision does not excuse payment already due, a non-excludable duty, or a mandatory paid-service remedy.

Interpretation waiver and survival

These Terms create no partnership, joint venture, employment, agency, franchise, fiduciary, or exclusive relationship. Only the Company Parties expressly protected here and Apple as stated in the addendum are intended third-party beneficiaries, to the extent lawful.

If any provision of these Terms, or its application to any person, claim, transaction, or circumstance, is held invalid, illegal, or unenforceable, the court or arbitrator shall, to the fullest extent permitted by law, construe, limit, modify, or reform it only as much as necessary to make it enforceable while preserving its intended protection of the Company Parties and the agreed allocation of risk. If lawful reformation is unavailable, only the affected provision or application shall be severed, and every remaining provision and lawful application shall remain in full force. A ruling in one jurisdiction, proceeding, or factual setting shall not affect enforceability elsewhere. No reformation or severance may enlarge the Company Parties’ duties or liability, reduce any limitation, defense, remedy, or protection more than legally necessary, authorize class or representative arbitration without the Company’s express post-dispute written consent, or override Section 22’s specific severability rules.

Failure to enforce a provision is not a waiver; a waiver must be written and applies only to its stated instance. Headings aid navigation. “Including” means “including without limitation.” No provision will be construed against a party solely because that party drafted it where the law permits that rule. Provisions intended by their nature to survive termination do so to the extent enforceable.

29 Contact and legal notices

Email: dean@myworkingmemory.ai

Identify Vesper when contacting us. Use “Vesper Legal Notice,” “Vesper Privacy,” or “Vesper Arbitration Opt-Out” as appropriate. This contact information does not substitute for a legally required method of service of court process.

Apple distribution addendum

Apple’s Standard EULA governs the app license unless a valid custom EULA is supplied through Apple. These are supplemental Terms between you and the Company. The Company is responsible for the app, Company Content, and applicable maintenance and support obligations; Apple does not undertake Company support duties.

If the app fails to conform to an applicable warranty, you may notify Apple and obtain the refund available under its governing terms and law. Other Company warranty and product-claim obligations remain with the Company to the extent required and not lawfully disclaimed. This includes applicable product-liability, compliance, consumer-protection, privacy, and intellectual-property claims.

Use must comply with Apple’s usage rules and applicable third-party terms. Permitted Apple account sharing and volume-purchase rights remain subject to those rules and the product’s actual configuration. Apple and its subsidiaries are intended beneficiaries of this addendum and may enforce it after valid acceptance. The addendum does not expand a disclaimer beyond what the law permits.

Apple’s Standard EULA: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/