Terms of Service

Effective date: June 13, 2026

These Terms govern your use of EchoIsMe.ai, ECHO, PRISM, Echo Avatar Studio, Echo Everywhere, and related software, avatars, and services (collectively, the "Services"), provided by Metaphy LLC ("Metaphy," "we," "us"). By using the Services you agree to these Terms.

1. Acceptance

By accessing or using the Services, reserving, depositing, purchasing, or installing any product, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

2. Eligibility & Accounts

You must be 18+ (or the age of majority in your jurisdiction). You are responsible for your account credentials and all activity under them. One identity per license unless a multi-seat plan is purchased.

3. Right of Refusal & Right to Decline / Terminate Service — At Any Time

Metaphy reserves the absolute right, at its sole discretion and at any time, to refuse, decline, suspend, limit, or terminate service to any person or entity, for any lawful reason or no stated reason, with or without prior notice. This includes refusing an order or commission before or after a deposit, declining to build or deliver a custom avatar or Echo, and revoking access for violation of these Terms. Where you have prepaid for undelivered work, a refusal initiated by Metaphy for reasons other than your breach will result in a refund of the undelivered portion per §8. Refusal for your breach, abuse, unlawful use, or §6 violation may be without refund to the extent permitted by law.

4. License & Ownership

• Software (PRISM, Studio, Everywhere, ECHO runtime): licensed, not sold. We grant you a limited, non-exclusive, non-transferable, revocable license to use the software for personal or internal business use per your plan. Perpetual-license purchases grant an ongoing license to the purchased version per §10; they do not transfer ownership of the software or its source.
• Custom avatars & your content: subject to your paid plan, ownership/IP of a commissioned avatar's output files may transfer to you as specified at purchase ("you own it"). Metaphy retains ownership of the underlying pipeline, tools, models, and software used to create it.
• Your data: you retain ownership of your conversations, memories, and inputs. Local-first architecture means your inference and data primarily reside on your own hardware; we cannot access content that never leaves your machine.

5. No Reverse Engineering / Restrictions

You may NOT, and may not permit others to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, models, weights, or architecture of the Services; (b) circumvent, disable, or tamper with any license, security, gating, authentication, or usage-metering mechanism (including RAB, the tier gate, or inference limits); (c) copy, resell, sublicense, rent, lease, or redistribute the software or avatars except as expressly permitted; (d) use the Services to build a competing product (see §6); (e) extract, scrape, or harvest the Services' code, prompts, or assets; (f) remove proprietary notices. Each restriction is a material term; breach permits immediate termination under §3.

6. Non-Compete / Non-Circumvention

For the term of your use and for twenty-four (24) months thereafter, you agree not to, directly or indirectly: (a) design, develop, market, or sell any product or service that is substantially derived from, or built using non-public knowledge of, the Services, their architecture, pipelines, or proprietary methods; (b) use Metaphy's confidential information, pipelines, or deliverables to create a competing AI desktop presence, avatar-generation pipeline, or universal-continuity product; (c) solicit Metaphy's contractors, agents, or staff away from Metaphy. This clause is grounded in the protection of Metaphy's confidential information and trade secrets and is limited to what is reasonable and enforceable in your jurisdiction; if a court finds any part overbroad or unenforceable, it shall be reformed and enforced to the maximum extent permitted, and the remainder shall stay in force. Some jurisdictions, including California, sharply limit post-relationship non-competes; the confidentiality, anti-derivative-use, and non-solicitation obligations above are intended to remain enforceable independently of any non-compete restriction.

7. Inference Limits & Acceptable Use

• Local-first inference: where Echo runs on your own hardware, your usage is bounded by your hardware, not by us.
• Hosted / cloud-overflow inference (when you use Metaphy-provided or cloud-fallback inference) is subject to fair-use and plan-based limits as published for your plan at checkout, in-product, or on the Site. We may rate-limit, queue, throttle, or suspend hosted inference to protect service integrity or prevent abuse; sustained overage may be throttled, queued, or require a plan upgrade. Automated, bulk, resale, or abusive inference use is prohibited.
• Prohibited use: unlawful, infringing, harmful, or abusive activity; generating content that violates law or third-party rights; using the Services to harm minors; impersonating a real person or cloning a real person's voice, likeness, or biometric identity without that person's consent; security attacks; or any use that overburdens the infrastructure.

8. Orders, Deposits, Payments & Refunds

• Reservations/deposits (e.g., the refundable deposit, Founders Pack) are governed by the terms shown at checkout. Deposits are refundable until build/commission work begins, after which they apply to your order and become non-refundable for work performed.
• Subscriptions renew automatically until cancelled; cancel anytime effective at the end of the current period. Perpetual licenses are one-time purchases per §10.
• Taxes are your responsibility where applicable. Chargebacks made in bad faith are a §3 breach.

9. Servicing, Support & Repair Fee Structure

• Included: standard software updates and bug fixes for actively supported versions on subscription and current-version perpetual licenses; community/email support.
• Servicing & repair (billable): services outside standard support are fee-based and quoted in advance:

Current rates are provided on request and confirmed in your quote. Warranty: delivered custom avatars carry a thirty (30)-day defect-repair warranty (defects in our work repaired free); damage or changes caused by the user, third-party tools, or modification are billable. Quotes provided before billable work; no billable work proceeds without your approval.

10. Updates, Versions & Perpetual Licenses

Perpetual licenses cover the purchased major version, including its point releases and patches (e.g., a 3.0 purchase includes 3.x maintenance updates). Major new versions may require a new purchase or upgrade fee. We may modify, deprecate, or discontinue features; for paid plans we will give at least thirty (30) days' notice of material adverse changes where reasonably practicable.

11. Privacy & Confidentiality

Use of the Services is subject to our Privacy Policy. Our local-first, sealed-per-customer (EchoForge) architecture is designed so we do not pool, sell, or train on your private data. We do not sell your personal data.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT THE LIMITED REPAIR WARRANTY IN §9. AI OUTPUTS MAY BE INACCURATE; YOU ARE RESPONSIBLE FOR HOW YOU USE THEM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, METAPHY'S TOTAL LIABILITY IS LIMITED TO THE AMOUNT YOU PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST DATA/PROFITS.

14. Indemnification

You will indemnify Metaphy against claims arising from your misuse of the Services, your content, or your breach of these Terms.

15. Termination

Either party may terminate per these Terms. Metaphy may terminate/suspend immediately under §3 / §5 / §6. On termination your license ends; you may export your own data/files; surviving clauses (§4–§6, §11–§16) continue.

16. Governing Law & Disputes

These Terms are governed by the laws of the State of California, excluding conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting us at legal@metaphysicsandcomputing.com. Any unresolved dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Riverside County, California, except that either party may bring a qualifying claim in small-claims court. Where binding arbitration applies under a separate agreement or a future updated version of these Terms, you will be given a meaningful opportunity to opt out; nothing here waives any non-waivable consumer right.

17. Changes to These Terms

We may update these Terms; material changes will be posted with a new effective date. Continued use after changes constitutes acceptance.

18. Contact

Metaphy LLC — legal@metaphysicsandcomputing.com · logan@metaphysicsandcomputing.com

These Terms form a binding agreement between you and Metaphy LLC. Metaphy operates under the Universal Computing and Solutions banner. © 2026 Metaphy LLC. All rights reserved.