Terms of Service

These Terms form a binding agreement between you and MemorySync. By creating an account, accessing the Services, or otherwise indicating your acceptance, you agree to these Terms and to our Privacy Policy.

If you and MemorySync have signed a separate written agreement that covers your use of the Services (for example, an Enterprise Subscription Agreement or Master Services Agreement), the terms of that agreement control to the extent they conflict with these Terms. Otherwise, these Terms apply.

• “Service” means the MemorySync memory infrastructure platform, including the website, dashboard, APIs, SDKs, documentation, and supporting services.
• “Customer Data” means content, data, prompts, embeddings, configuration, and metadata that you or your end users submit to or generate within the Service.
• “Order” means an order form, online purchase, or other ordering document describing the plan, term, and fees applicable to your use of paid Services.
• “Documentation” means the user and technical documentation we make available for the Service.

You may use the Service only if you are at least 18 years old (or the age of majority in your jurisdiction), have the legal capacity to enter into a contract, and are not prohibited from using the Service under applicable law. The Service is intended for use by businesses and developers building software products; it is not a consumer service and is not designed for personal or household use.

You may not access the Service if you are a competitor of MemorySync and your purpose is to copy features, copy documentation, monitor availability or performance for competitive benchmarking, or build a competing product or service, except as expressly permitted by applicable law.

You are responsible for everything that happens through your account, whether you authorized it or not. This includes:

• Providing accurate, current, and complete account information.
• Safeguarding credentials, API keys, OAuth client secrets, and session cookies, and ensuring they are not shared with anyone outside your organization.
• Promptly notifying us at security@memorysync.io of any unauthorized access or other security incident affecting your account.
• Maintaining appropriate access controls, role assignments, and audit configuration for your organization within the Service.
• Ensuring that any individual you authorize to use the Service on your behalf complies with these Terms.

MemorySync provides infrastructure for storing, retrieving, and governing memory used by AI applications. Subject to these Terms and your applicable Order, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, solely for your internal business purposes and the operation of products you build on the Service.

The Service may include features that are clearly identified as beta, preview, experimental, early-access, or unsupported. Those features are provided as-is, may change or be removed at any time, and may not be subject to the same service levels or commitments as the generally-available Service.

You agree to use the Service in a manner consistent with these Terms, applicable law, and the Documentation. In particular, you agree to:

• Use the Service only for lawful purposes and in accordance with any usage limits or quotas described in your Order or in the Documentation.
• Implement reasonable safeguards in any product you build with the Service, including appropriate authentication, authorization, content moderation, and rate limiting for end users.
• Honour the privacy rights of your end users and comply with all applicable data-protection laws.
• Cooperate with reasonable requests from MemorySync to investigate and remediate suspected violations of these Terms.

You may not, and may not permit any third party to:

• Use the Service to develop, train, fine-tune, or improve any product or service that competes with MemorySync, or to derive information for the purpose of building such a product.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to access the source code, architecture, or trade secrets underlying the Service, except to the extent expressly permitted by applicable law.
• Circumvent, disable, or interfere with security, rate-limiting, quota, or access-control features of the Service.
• Use the Service to send spam, phish, distribute malware, host content that infringes third-party rights, or facilitate any illegal activity.
• Submit Customer Data that you do not have the right to submit, or that contains payment-card numbers, government-issued identifiers, biometric identifiers, protected health information, children's personal information, or other categories of data not appropriate for the Service or your current plan.
• Use the Service to make automated decisions that produce legal or similarly significant effects on individuals without appropriate human oversight and safeguards required by law.
• Attempt to gain unauthorized access to other customers' data, other tenants, or any portion of the Service or its underlying infrastructure.
• Use the Service to generate, store, or distribute content that is unlawful, harmful, harassing, threatening, defamatory, deceptive, sexually explicit involving minors, or that incites violence.
• Resell, lease, or otherwise commercially exploit the Service, or allow access to the Service by users who have not agreed to terms consistent with these Terms.

We may suspend or terminate access to the Service if we reasonably believe you are in violation of this section.

Programmatic access to the Service is provided through APIs, SDKs, and OAuth-authorized applications. Your use of these interfaces is governed by these Terms and the Documentation.

• We may apply rate limits, concurrency limits, payload size limits, and other technical limits to keep the Service stable for all customers. Limits are described in the Documentation or in your Order and may change with reasonable notice.
• API keys, OAuth client credentials, and similar secrets are confidential. You are responsible for issuing them only to individuals or systems acting on your behalf, rotating them regularly, and revoking them when they are no longer needed.
• Programmatic clients must respect retry-after signals, exponential backoff guidance, deprecation notices, and any other operational instructions provided in API responses or the Documentation.
• You may not use APIs to scrape, mirror, or index the Service in bulk, or to create benchmarking datasets, except as expressly permitted in writing by MemorySync.

As between you and MemorySync, you retain all rights, title, and interest in your Customer Data. You grant MemorySync a worldwide, non-exclusive, royalty-free licence to host, store, transmit, modify, and process Customer Data solely as needed to provide, secure, and improve the Service for you, in accordance with these Terms and the Privacy Policy.

You represent and warrant that you have all rights, consents, and permissions necessary for MemorySync to process your Customer Data as contemplated by these Terms, and that the Customer Data does not violate any applicable law or third-party right.

MemorySync does not use Customer Data to train foundation models, to advertise to your end users, or for any purpose other than delivering the Service to you.

You are responsible for maintaining backups of your Customer Data. Where the Service offers export tooling, you should make use of it before terminating your account or before any operation that may remove Customer Data.

MemorySync, our affiliates, and our licensors retain all right, title, and interest in and to the Service, including all software, documentation, designs, models, trademarks, logos, and other materials made available through the Service. Except for the limited rights expressly granted in these Terms, no licence is granted to you by implication, estoppel, or otherwise.

You may not remove, obscure, or alter any proprietary notices on the Service or in the Documentation, and you may not use the MemorySync name, logo, or trademarks except as expressly permitted in writing.

If you provide feedback, suggestions, or ideas about the Service, you grant MemorySync a worldwide, perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, without restriction or compensation. We are not obligated to act on any feedback, and feedback is provided without expectation of confidentiality unless agreed in writing.

Customers requiring enterprise terms — including signed master agreements, data processing addenda, custom security commitments, single sign-on, audit-log retention configurations, dedicated support, or service level agreements — may purchase the Service under a separate Order or Master Services Agreement. Where such an agreement exists, its provisions take precedence over conflicting provisions in these Terms.

Enterprise inquiries can be directed to legal@memorysync.io or through the enterprise contact channel on our website.

Some features of the Service are made available without charge; others are made available under paid plans. By subscribing to a paid plan you agree to pay the applicable fees and to the billing terms described in your Order or on the pricing page in effect at the time of purchase.

13.1 Fees

Fees are stated exclusive of taxes, levies, and similar charges imposed by applicable authorities, which you are responsible for paying. Unless otherwise stated in your Order, fees are non-refundable, and credit balances do not entitle you to a refund.

13.2 Renewal

Subscriptions renew automatically for successive periods of equal length unless either party provides notice of non-renewal in advance, as described in the applicable Order or in the Service. You can manage subscription renewal in the dashboard.

13.3 Usage-based fees

Where the plan includes usage-based components, charges accrue based on your actual use of the Service, as measured by MemorySync using metering tooling described in the Documentation. Estimates presented in the dashboard are provided for convenience and may differ from final invoiced amounts.

13.4 Payment

Payment is processed through a third-party payments provider. MemorySync does not store full payment-card numbers. Late payments may accrue interest at the rate stated in your Order or, if no rate is stated, at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend access to paid Services for accounts with overdue balances.

13.5 Changes to fees

We may change fees for the Service from time to time. Fee changes for an active subscription term will take effect at the start of the next renewal term unless your Order specifies otherwise.

The Service may include integrations with third-party products and services that you authorize, and may be configured to call other systems on your behalf. Your use of those third-party products is governed by the third party's own terms and privacy policy.

MemorySync does not control, and is not responsible for, the availability, accuracy, content, or practices of third-party services. You are responsible for evaluating any third-party service before connecting it to your account.

We continually improve the Service. We may add, modify, or remove features at any time. We will use reasonable efforts to give advance notice of material changes that significantly reduce functionality of generally-available features.

The Service may be temporarily unavailable for scheduled maintenance, emergency maintenance, or for reasons outside our reasonable control. Service-level commitments, where applicable, are governed by the SLA referenced in your Order or made available to enterprise customers.

These Terms apply for as long as you have an account or are using the Service. Either party may terminate at any time as described below.

16.1 Termination by you

You may stop using the Service and close your account at any time, subject to any outstanding fees owed. Closing the account does not relieve you of obligations accrued before termination.

16.2 Termination by us

We may suspend or terminate your access to the Service if you materially breach these Terms, if continued provision of the Service would create a security or legal risk for MemorySync or other customers, or if your account is delinquent. We will use reasonable efforts to provide notice and an opportunity to cure where appropriate.

16.3 Effect of termination

On termination of your account, your right to access the Service ends, and we may delete or deactivate Customer Data in accordance with our retention policies and any applicable agreement. Sections intended by their nature to survive termination — including provisions relating to fees, intellectual property, confidentiality, disclaimers, limitations of liability, and governing law — will survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMORYSYNC, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MEMORYSYNC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

The Service may produce outputs generated by machine-learning models. Such outputs can be incorrect, misleading, or unsuitable for a particular purpose. You are responsible for reviewing model outputs before relying on them, and for not deploying them in contexts where they could cause harm without appropriate human oversight and safeguards required by law.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMORYSYNC, ITS AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE, AND WHETHER OR NOT MEMORYSYNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL MEMORYSYNC'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS EXCEED THE GREATER OF (A) THE FEES YOU PAID TO MEMORYSYNC FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to you. Nothing in these Terms limits any liability that cannot be limited under applicable law.

You agree to defend, indemnify, and hold harmless MemorySync, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your use of the Service in violation of these Terms;
• your Customer Data, including any claim that the Customer Data infringes a third party's rights or violates applicable law;
• your products or services that incorporate or depend on the Service; or
• your violation of any applicable law or regulation.

MemorySync will provide reasonable notice of any claim subject to indemnification, and you will conduct the defence of the claim with counsel reasonably acceptable to MemorySync. You may not settle any claim that imposes any obligation on MemorySync without MemorySync's prior written consent.

These Terms are governed by applicable laws and regulations. The parties intend that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute arising out of or relating to these Terms or the Service will, in the first instance, be addressed in good faith between the parties. Where a dispute cannot be resolved informally, it will be handled in accordance with the dispute-resolution mechanism set out in your Order or applicable agreement with MemorySync. Where required by applicable law, consumers retain the right to bring claims in their place of residence.

To the fullest extent permitted by applicable law, each party may bring claims against the other only in an individual capacity, not as a plaintiff or class member in any purported class or representative action.

We may update these Terms from time to time. When we make material changes we will update the “Last Updated” date above and, where appropriate, provide additional notice through the Service or by email. Changes will take effect when posted unless otherwise stated.

Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree with the updated Terms, you must stop using the Service.

22.1 Entire agreement

These Terms, together with the Privacy Policy and any Order or executed agreement that references them, constitute the entire agreement between you and MemorySync regarding the Service, and supersede all prior or contemporaneous communications regarding their subject matter.

22.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

22.3 No waiver

A failure to enforce any provision of these Terms is not a waiver of the right to enforce it later or to enforce any other provision. Waivers are effective only when given in writing.

22.4 Assignment

You may not assign these Terms, by operation of law or otherwise, without MemorySync's prior written consent. MemorySync may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

22.5 Force majeure

Neither party will be liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, government action, civil unrest, network or power failures, or upstream service outages.

22.6 Notices

Notices to MemorySync must be sent to legal@memorysync.io and, where applicable, to any additional notice address specified in your Order. Notices to you may be delivered by email to the address associated with your account or through the Service.

22.7 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between them.

Questions about these Terms can be sent to legal@memorysync.io. For privacy-related questions, see our Privacy Policy. For information about the cookies we use, see our Cookie Policy.

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