Terms of Service

1. About these terms

These Terms of Service (the "Terms") are a contract between MemHQ ("MemHQ", the operator of the Service, "we", "us") and the person or entity that creates an account or otherwise uses the Service ("you", "Customer"). They take effect on the earlier of (a) the date you click to accept them at sign-up and (b) the first date you access any part of the Service.

If you are accepting these Terms on behalf of an organization — your employer, a client, a side-project entity — you represent that you have authority to bind that organization, and "you" includes both you personally and that organization. The organization is jointly responsible for the conduct of every individual to whom you grant access through the dashboard.

These Terms incorporate by reference our Privacy Policy, the pricing terms posted at memhq.ai/pricing, and any order form or written agreement you sign with us. If there is a conflict, a signed order form controls first, then these Terms, then the policies on the marketing site.

2. The Service

MemHQ provides memory infrastructure for AI agents: a hosted API, software development kits (SDKs) in several languages, a model-context-protocol (MCP) server, a web dashboard, and the supporting documentation. Collectively, these are the "Service". The Service ingests text and document content you submit, extracts structured memories from it, stores those memories together with embeddings and graph relationships in managed storage, and exposes search, recall, and synthesis endpoints back to your applications.

MemHQ Cloud is a hosted service. Subject to your subscription, MemHQ grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes and in accordance with the documentation. No source code license is granted. You may not copy, distribute, modify, decompile, or reverse-engineer the Service or any component of it.

3. Account, eligibility, and authority

You may use the Service only if all of the following are true at the time you create your account and on each day you use the Service:

• You are at least 18 years old and have the legal capacity to enter into a binding contract in your jurisdiction.
• You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions administered by the Office of Foreign Assets Control (OFAC), and you are not a Specially Designated National or otherwise on a U.S. government denied-party list.
• You have not previously been suspended or removed from the Service by us, unless we have given you written permission to return.

Each account belongs to a single individual or legal entity. Sharing a single account across several people who are not employees of the same organization is not permitted. You are responsible for keeping your authentication credentials (passwords, SSO sessions) and your API keys confidential, and for every action taken under your account whether or not you authorized it. Notify us immediately at [email protected] if you suspect a credential or key has been disclosed.

4. Acceptable Use Policy

A memory product accumulates information about people. We take the downstream consequences seriously, and we expect you to as well. You agree not to use the Service, and not to permit anyone using your credentials to use the Service, to do any of the following:

• Break the law. Store, process, or transmit any content or instructions that violate applicable law, regulation, or any binding court order in any jurisdiction where you operate or where the data subject is located.
• Violate another person's privacy. Ingest the personal data of any individual without a lawful basis to do so; build profiles for the purpose of stalking, harassment, doxxing, or non-consensual surveillance; or use the Service to power any application whose primary purpose is to track or identify individuals without their knowledge.
• Process special-category data without controls. Submit content that contains health information, biometric identifiers, precise geolocation, financial account numbers, government IDs, or other "special category" or "sensitive" personal data as defined under GDPR, CCPA, or comparable law, unless you have a documented lawful basis and have notified us in advance in writing.
• Process children's data. Submit data of any child under 13 (in the United States) or under 16 (in the European Economic Area, the United Kingdom, or any jurisdiction with a higher digital-consent age).
• Generate or store CSAM or extremist content. Submit, request, or generate child sexual abuse material; content that incites or instructs imminent violence; content that facilitates the manufacture of weapons of mass destruction; or material that promotes terrorism.
• Run malware or fraud. Use the Service to develop, distribute, or operate malware, phishing kits, credential stuffers, spam infrastructure, deceptive impersonation systems, or tooling intended to evade fraud detection at any institution.
• Probe or reverse-engineer the Service. Attempt to decompile or reverse-engineer the hosted Service; circumvent rate limits or quota controls; access another customer's data; or conduct security testing against us without prior written consent. Coordinated vulnerability disclosure is welcome at [email protected].
• Spam the API. Generate synthetic traffic for the purpose of inflating usage, benchmarking the Service publicly without our consent, or otherwise abusing the rate-limited tiers.
• Re-sell the Service. Re-sell, sub-license, or white-label the hosted Service to a third party except as expressly permitted in a written reseller agreement with us.

We may suspend access immediately and without prior notice if we reasonably believe you have breached this Acceptable Use Policy and the breach poses an active risk to us, to other customers, or to a third party. We will provide notice of the suspension as soon as feasible and, where appropriate, an opportunity to cure.

5. Customer Data

"Customer Data" means all content you submit to the Service or that the Service generates on your behalf from content you submit — raw documents, messages, extracted memories, entities, relations, embeddings, and the metadata that accompanies them. You retain all right, title, and interest in Customer Data. As between you and us, Customer Data is yours.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to (a) provide and operate the Service for you, (b) prevent or address service, security, or technical issues, (c) comply with a binding legal obligation, and (d) enforce these Terms. The license terminates when Customer Data is deleted from the Service in accordance with Section 10 and our Privacy Policy.

We do not train our own models on Customer Data, and we do not authorize our subprocessors to train their models on Customer Data, except where you explicitly opt in through a documented mechanism in the dashboard. We may use de-identified, aggregated usage metrics derived from operating the Service to monitor capacity, debug performance, and report on the Service in aggregate; those metrics do not include Customer Data.

On request through the dashboard or by writing to [email protected], we will delete Customer Data from active systems on the schedule described in Section 10 and in the Privacy Policy.

6. Privacy

Our handling of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy contains the current subprocessor list, retention windows, and the mechanisms by which data subjects can exercise their rights.

7. Billing, fees, and taxes

The Service is offered on two billing models, either of which may apply to your account based on the plan you select:

• Pay-as-you-go. You are charged in arrears at the published per-unit rates on the pricing page, billed monthly via the payment method on file.
• Subscription. You commit to a monthly or annual plan that includes a quota of included usage, billed in advance on the first day of the billing period. Usage above the included quota is metered and billed in arrears at the overage rate posted on the pricing page.

Subscriptions auto-renew at the end of each billing period for an additional period of the same length, at the then-current rate, until you cancel through the dashboard. You may cancel at any time; cancellation takes effect at the end of the then-current billing period. Upgrades take effect immediately and are prorated for the remainder of the billing period; downgrades take effect at the start of the next billing period.

All fees are stated and charged in U.S. dollars and are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes assessed on the fees, except for taxes assessed on our net income. If we are required to collect or remit a tax on your behalf, we will add it to the invoice.

Refunds are at our discretion. We do not pro-rate refunds for unused time on cancellation, and we do not refund subscription fees once the billing period has begun, except where we are required to do so by applicable consumer-protection law.

Payments are processed by Stripe, Inc. We never receive your card number; Stripe gives us a customer token and a charge confirmation. If a payment fails, we will retry through Stripe's smart-retry schedule and may suspend the Service if payment remains overdue for more than fourteen (14) days.

8. Service availability

We operate the Service on a best-effort basis. The following uptime commitments apply to paid plans, measured as the percentage of total minutes in a calendar month during which the production API was responsive to authenticated requests (excluding scheduled maintenance windows we announce at least seven days in advance and excluding force majeure events):

• Hobby and Indie tiers: no uptime commitment.
• Growth tier and above: 99.5% calendar-month uptime.
• Business tier and above: 99.9% calendar-month uptime.

If we miss a committed uptime target in a given calendar month, your sole and exclusive remedy is a service credit equal to a percentage of that month's fees, calculated as set out in our SLA document (available on request at [email protected]). Service credits are not refundable in cash and expire if your account is terminated.

9. Intellectual property

As between you and us, we own all right, title, and interest in and to the Service, including the software, the documentation, the website, the dashboard, the trademarks and logos, and any feedback or suggestions you provide. The Service is proprietary; no source code license is granted under these Terms. We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of these Terms solely for your internal business purposes and in accordance with the documentation.

You retain all rights in Customer Data and grant us only the limited processing license described in Section 5.

10. Term and termination

These Terms remain in effect for as long as you have an account or continue to use the Service. You may terminate them at any time by deleting your account from the dashboard. We may terminate them (a) for convenience on thirty (30) days' written notice to the email address on file, (b) immediately if you materially breach these Terms and fail to cure within ten (10) days of written notice (or immediately and without a cure period for a breach of Section 4, Section 5, or any payment obligation), or (c) if continuing to provide the Service to you would expose us to a material legal, regulatory, or platform risk.

On termination by either party, your access to the Service ends. We will retain Customer Data in an exportable form for ninety (90) days after termination so that you can extract it through the API or dashboard. At the end of that window, we will delete Customer Data from active systems; encrypted backup copies are purged on their normal lifecycle thereafter. Entries in tamper-evident audit logs that form part of a verifiable chain are retained for the chain's lifetime; they contain metadata only, not memory content.

Sections that by their nature should survive termination (definitions, customer-data ownership, IP, disclaimers, limitation of liability, indemnification, governing law, and this sentence) will survive.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR ALTERED.

THE OUTPUTS OF MACHINE-LEARNING MODELS — INCLUDING EXTRACTED MEMORIES, SYNTHESIZED ANSWERS, AND ANY CLASSIFICATIONS THE SERVICE PRODUCES — MAY BE INACCURATE, INCOMPLETE, OR MISLEADING. YOU ARE RESPONSIBLE FOR EVALUATING THE FITNESS OF MODEL OUTPUTS FOR YOUR APPLICATION AND FOR NOT RELYING ON THEM IN HIGH-STAKES CONTEXTS WITHOUT INDEPENDENT VERIFICATION.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR OUR LICENSORS, SUBPROCESSORS, OR SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the smallest extent permitted by law.

13. Indemnification

By you. You will defend, indemnify, and hold harmless MemHQ and our officers, directors, employees, and agents from and against any third-party claim, demand, suit, or action, and any related damages, liabilities, settlements, costs, and attorneys' fees (collectively, "Losses"), arising out of (a) Customer Data, including any claim that Customer Data violates a third party's rights or applicable law; (b) your violation of Section 4 (Acceptable Use Policy); (c) your breach of the eligibility representations in Section 3; or (d) your use of model outputs in a way that causes harm to a third party.

By us. We will defend, indemnify, and hold harmless you from and against any third-party claim alleging that your authorized use of the Service, in accordance with these Terms, infringes a U.S. patent, copyright, trademark, or trade secret of a third party. We have no obligation under this paragraph for any claim arising from (i) Customer Data, (ii) your modifications to the SDKs, (iii) your combination of the Service with anything not provided by us, or (iv) your use of the Service in a manner not authorized by these Terms or the documentation. If the Service becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may at our option modify the Service to be non-infringing, obtain a license, or terminate your access and refund any pre-paid fees for the unused portion of the term.

The party seeking indemnification must promptly notify the indemnifier in writing, give the indemnifier sole control of the defense and settlement (provided that no settlement may admit fault on the indemnified party without its consent), and cooperate in the defense at the indemnifier's expense.

14. Confidentiality

Each party may receive non-public information from the other in connection with the Service ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same care it uses for its own confidential information of similar sensitivity (and no less than reasonable care), and (c) not disclose it to any third party except to its employees, subprocessors, and advisors who are bound by confidentiality obligations and have a need to know. Customer Data is Customer's Confidential Information.

15. Changes to these Terms

We may update these Terms from time to time. For non-material changes — clarifications, formatting, typo fixes — we will update the page and the "last updated" date without sending notice. For material changes — changes to fees, the scope of the license, the data-handling commitments in Section 5, the liability allocation in Section 12, or the dispute-resolution provisions in Section 16 — we will give you at least thirty (30) days' notice by email to the account contact on file and a banner in the dashboard before the change takes effect. If you continue to use the Service after the change takes effect, you accept the updated Terms. If you do not accept the change, your remedy is to terminate your account before the effective date.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to these Terms, and waives any objection to venue or forum non conveniens.

Before either party files suit, it must first attempt in good faith to resolve the dispute by sending a written notice to the other party at the contact addresses below and discussing the dispute by telephone or video call within thirty (30) days of the notice.

17. Miscellaneous

These Terms, together with the Privacy Policy and any signed order form, constitute the entire agreement between us about the Service and supersede any prior agreements on the same subject. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of substantially all of our assets. If any provision is held unenforceable, the rest will remain in effect. Our failure to enforce a provision is not a waiver. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices must be in writing and are effective on receipt; email to the contact addresses in Section 18 counts as writing.

18. Contact

Legal notices and general questions about these Terms: [email protected].
Security incidents and vulnerability reports: [email protected].
Privacy and data-subject requests: [email protected].

Last updated: 2026-05-21. This page is a template pending review by qualified counsel and is not legal advice.