The short version: this is a month-to-month service operated personally by Avihay Zanetti. Pre-Release cohort members get the first 90 days complimentary in exchange for honest feedback. After that, $2,500 per month for Concierge or $5,000 per month for Family-Office. Either of us can end the relationship with 30 days written notice. You own your memory content. I own the service software. If we disagree about something, we talk first and arbitrate second.
The rest of this page is the long version. A signed written agreement (master services agreement, statement of work, or order form) overrides anything on this page that conflicts with it.
1. The parties
This agreement is between you (the "Client") and Avihay Zanetti, a sole-trader founder based in Israel, trading through Jonnyweb.co.il ("we," "us," "our," or "Jonny Memory"). When we say "the Service," we mean the Jonny Memory product, the platform that hosts it, the integrations we configure for you, and the concierge work performed by Avihay personally.
2. Acceptance of terms
By submitting the application form on this site, by being onboarded into the Service, or by using the Service in any way, you accept these terms. If you are using the Service on behalf of a company, family office, or other entity, you represent that you have authority to bind that entity, and "Client" in these terms means both you personally and the entity you represent.
If we sign a separate written agreement (master services agreement, statement of work, order form, or amendment), that signed agreement controls wherever it conflicts with these terms. These terms fill the gaps.
3. Eligibility
You must be at least 18 years old to use the Service. The Service is offered to businesses, family offices, and executives for business or professional use. It is not a consumer product. Consumer-protection laws that apply specifically to natural-person consumer transactions may not apply to this agreement.
We reserve the right to decline any application, with or without explanation, while the Pre-Release cohort cap is in effect or thereafter. Acceptance into the cohort is a personal judgment made by Avihay.
4. Service description
Jonny Memory is a managed AI memory layer. We configure and operate infrastructure that stores your memory content and serves it to AI assistants you use, via the Model Context Protocol (MCP) and equivalent integrations. We do not build, sell, or operate the underlying AI models. Our job is the memory layer and the integrations that bridge it to your AI surfaces.
The Service is currently in Pre-Release status. That means: features may change, integrations may be added or removed, and we are operating under best-effort terms while we mature toward general availability. The eight commitments on the Trust page remain binding regardless of release status.
5. Account and access
You receive credentials (API keys, MCP authentication tokens, dashboard logins) during onboarding. Treat them like passwords for a bank account. Specifically:
- Do not share credentials with anyone outside your authorized team.
- Do not embed credentials in public code repositories or shared documents.
- Notify us within 24 hours if you suspect a credential is compromised.
- You are responsible for activity performed using your credentials, except where the activity follows a credential compromise that you reported promptly.
Family-Office clients can authorize additional named users (assistants, family members, internal staff). Each authorized user receives separate credentials and is subject to these terms.
6. Fees and billing
6.1 Standard fees
- Concierge tier: $2,500 (US dollars) per month.
- Family-Office tier: $5,000 (US dollars) per month.
- Bundled inclusion: if you have an active AvihayZanetti.ai Fractional CAIO engagement, the Family-Office tier is included at no separate charge for the duration of that engagement.
6.2 Pre-Release complimentary period
Members of the Pre-Release cohort receive the first 90 days of service at no charge, in exchange for honest written or verbal feedback during the period, and willingness to be cited as a reference case (with content approved by you in writing before any public mention). After day 90, standard fees apply unless we agree otherwise in writing.
6.3 Billing mechanics
US clients are billed through Green Invoice, an Israeli invoicing platform that issues USD-denominated invoices. Israeli clients are billed in NIS through the same system. Invoices are issued at the start of each month and due within 14 days of receipt. Pre-payment for annual terms (with a 10 percent discount) is available on request.
6.4 Non-payment
If an invoice is unpaid 30 days after the due date, we will send a single written reminder. If the invoice remains unpaid 45 days after the due date, we may suspend the Service. Suspension does not delete your data; deletion follows the termination timeline described in Section 13. We do not charge late fees or interest at Pre-Release; we may add reasonable late fees in future versions of these terms, with 30 days notice.
6.5 Taxes
Fees are exclusive of any applicable sales, use, value-added, withholding, or similar taxes. You are responsible for taxes attributable to your jurisdiction; we are responsible for our own income and corporate taxes in Israel.
7. Refunds and disputes
The Service is delivered month-to-month. We do not refund partial months. If you terminate mid-month, the Service continues through the end of the paid period, and no refund is issued for the unused portion.
If you dispute an invoice, contact me in writing within 14 days of the invoice date with the specific items in dispute. I respond within 7 business days. We resolve invoice disputes in good faith before any escalation to formal proceedings.
8. Acceptable use
You agree not to use the Service to:
- Store, transmit, or process content that is unlawful in your jurisdiction or in Israel, including content that infringes third-party intellectual property rights.
- Attempt to extract, exfiltrate, reverse-engineer, or otherwise compromise the Service infrastructure, the memory engine, or any other component of the Service.
- Use the Service to abuse, defraud, or violate the terms of any third-party AI provider (Anthropic, OpenAI, Google, xAI, or others) to which the Service connects on your behalf. You remain bound by those providers' terms when you use them, and the Service does not relieve you of that responsibility.
- Probe, scan, or test the vulnerability of the Service without prior written authorization. If you are a security researcher and would like to report a vulnerability, email zanetti@avihayzanetti.ai with the word "security" in the subject. We respond within 72 hours.
- Use the Service to generate or store content that targets, harasses, or harms a specific identifiable individual.
- Resell, sublicense, or white-label the Service to third parties without a written reseller agreement.
If we observe material violation of this section, we will notify you, ask you to remediate, and may suspend the Service if the violation continues. Repeated or willful violation is a material breach (see Section 13.3).
9. Intellectual property
9.1 Your content
You own your memory content. Period. Submitting content to the Service does not transfer ownership, does not grant us license to use it beyond delivering the Service to you, and does not let us use it to train AI models. The only license you grant us is the operational license required to host, process, retrieve, and serve your memory content for your benefit, for as long as you are a client.
9.2 Our service
We own the Service. That includes the software we wrote, the configuration patterns we developed, the onboarding playbook, the integration scripts, the documentation, and the methodology we apply during quarterly tuning sessions. We grant you a non-exclusive, non-transferable license to use the Service while you are a client, for your own internal business purposes.
9.3 Feedback
If you share feedback, ideas, or suggestions about the Service (whether informally during a session or formally in writing), we may use that feedback to improve the Service. We do not owe you compensation or attribution for feedback, and the feedback does not give you ownership of any resulting improvement to the Service.
9.4 Trademarks
"Jonny Memory," "Jonny.cloud," "Jonnyweb," and "AvihayZanetti.ai" are our trademarks (registered or unregistered). You may not use them in marketing or public communications without prior written permission, except to identify yourself accurately as a client (subject to Section 6.2 reference-case approval).
10. Service availability
We operate the Service on a best-effort basis. We do not contractually guarantee uptime, latency, or throughput at Pre-Release. This aligns with commitment 06 of the Trust page: best-effort response, written incident disclosure within 72 hours of confirmed impact.
We may need to interrupt the Service for maintenance, security patches, or infrastructure upgrades. Where possible, we give 48 hours written notice. Emergency maintenance for security or stability can happen without notice.
Future versions of these terms may include a contractual SLA. Pre-Release clients will be informed in writing 30 days before any new SLA terms apply.
11. Disclaimers and limitations
11.1 Disclaimer of warranties
The Service is provided "as is" and "as available." We make no warranties beyond those expressly stated in these terms or in a signed written agreement. To the maximum extent permitted by applicable law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
AI outputs delivered through the Service depend on third-party models we do not control. We do not warrant that AI outputs will be accurate, complete, current, or fit for any particular decision. You are responsible for your own judgment about how to use AI outputs.
11.2 Limitation of liability
Our total aggregate liability arising out of or related to this agreement, in contract, tort, or any other theory, is limited to the fees actually paid by you to us in the 12 months preceding the event giving rise to the claim. For Pre-Release clients in their complimentary period (where no fees have been paid), liability is capped at $5,000 (US dollars), the value of one month of Family-Office service.
We are not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data (other than as provided by our backup and recovery commitments), lost business opportunity, or reputational harm, regardless of whether we were advised of the possibility of such damages.
Nothing in this section limits liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be limited or excluded under applicable law.
12. Indemnification
This is mutual and limited.
You will indemnify us for third-party claims arising from your memory content (where the content itself violates law or third-party rights), your violation of Section 8 (acceptable use), or your violation of any third-party AI provider's terms while using their service through us.
We will indemnify you for third-party claims that the Service software, as delivered by us and used in accordance with these terms, infringes a third party's intellectual property rights. This indemnity is capped at the same liability cap as Section 11.2 and excludes infringement claims arising from your specific use, your modifications, or your combination of the Service with materials we did not provide.
Either party seeking indemnification must promptly notify the other in writing, give the indemnifying party control of the defense, and reasonably cooperate. The indemnifying party will not settle in a way that imposes obligation on the indemnified party without prior written consent.
13. Termination
13.1 Termination for convenience
Either party may terminate this agreement, for any reason or no reason, by giving 30 days written notice. The Service continues through the end of the notice period, and the final invoice covers the notice period. No refunds for the notice period.
13.2 Termination during Pre-Release complimentary period
During the 90-day complimentary period, either party may terminate on 7 days written notice. No fees are owed for the complimentary period itself, regardless of which party terminates.
13.3 Termination for material breach
Either party may terminate immediately on written notice if the other party materially breaches this agreement and fails to cure the breach within 14 days of written notice describing the breach. Examples of material breach include non-payment beyond 60 days, repeated violation of Section 8 after written warning, and unauthorized disclosure of confidential information.
13.4 What happens to your data on termination
This follows commitment 07 of the Trust page:
- On request, full export of your memory content within 7 days of the termination effective date, in standard formats (JSON, CSV).
- Deletion of your memory content from active systems within 14 days of termination.
- Deletion of backups within an additional 7 days as backups roll off.
- Retention of billing records and other data we are legally required to keep (see Privacy Policy Section 10).
13.5 Survival
Sections that by their nature should survive termination (intellectual property, limitations of liability, indemnification, governing law, dispute resolution, surviving payment obligations) survive. Operational obligations end when the Service ends.
14. Governing law and venue
This agreement is governed by the laws of the State of Israel, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Why Israeli law: I am an Israeli sole-trader. My infrastructure providers, accounting, and tax obligations sit in Israel. A single governing-law choice makes it predictable for everyone, and Israel has well-developed commercial law with clear protections on both sides. For US clients accustomed to US-law contracts, see Section 15 on dispute resolution; the practical experience of resolving a dispute is likely to involve confidential arbitration rather than litigation in Israeli courts.
15. Dispute resolution
15.1 Good-faith negotiation first
If a dispute arises, the parties will attempt in good faith to resolve it through direct discussion. The party raising the dispute will send a written notice describing the issue, and a senior representative of each party will meet (in person or by video) within 30 days of the notice. Most disputes get resolved here.
15.2 Binding arbitration
If a dispute is not resolved within 60 days of the initial written notice, the parties will submit the dispute to binding arbitration. The default seat of arbitration is Tel Aviv, Israel, under the rules of the Israeli Institute of Commercial Arbitration. The parties may agree in writing to a remote arbitration conducted by video, with a mutually agreed neutral arbitrator, applying the same procedural rules.
The arbitration is conducted in English. The arbitrator's award is final and enforceable in any court of competent jurisdiction.
15.3 Carve-outs
Either party may seek injunctive or other equitable relief from a court of competent jurisdiction in cases of (a) actual or threatened infringement of intellectual property, (b) breach of confidentiality, or (c) unauthorized access to or disclosure of memory content. These carve-outs do not waive the arbitration obligation for damages claims.
15.4 No class actions
Each party brings claims in its individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.
16. General provisions
16.1 Entire agreement
These terms, the Privacy Policy, the Trust page commitments, and any signed written agreement constitute the entire agreement between the parties. They supersede prior oral or written communications about the same subject matter.
16.2 Severability
If any provision of these terms is held to be unenforceable, the remaining provisions remain in full effect. The unenforceable provision is replaced with an enforceable one that most closely reflects the original intent.
16.3 No waiver
A party's failure to enforce a provision is not a waiver of the right to enforce it later. Waivers must be in writing to be effective.
16.4 Assignment
You may not assign these terms without our prior written consent. We may assign to a successor entity in connection with a sale, merger, or restructuring, in which case the successor inherits these terms in full and you retain your termination and export rights.
16.5 Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, civil unrest, regional internet outages, infrastructure-provider failures, and government action. The affected party will notify the other promptly and resume performance as soon as reasonably possible.
16.6 Notices
Written notice means email to zanetti@avihayzanetti.ai for notices to us, and to the email address on the most recent invoice for notices to you. Notice is effective on the business day following sending, provided no bounce or delivery failure is received.
16.7 Relationship of the parties
The parties are independent contractors. Nothing in these terms creates an employment, partnership, joint venture, or agency relationship.
16.8 Changes to these terms
We may update these terms. If we change them materially, we email every active client 30 days before the change takes effect, and we update the "last updated" date at the top of this page. If you object to a material change, you may terminate on the standard 30-day notice with full export and deletion. Continued use of the Service after the effective date constitutes acceptance.
17. Contact
Avihay Zanetti, sole-trader
Trading as Jonnyweb.co.il
Based in Israel
Email: zanetti@avihayzanetti.ai
For matters that require a postal address, email me first and I will provide the current mailing address.
