Terms of Service

MemlinAI
TERMS OF SERVICE
Last Updated: June 1, 2026 · Effective Date: June 1, 2026
These Terms of Service (“Terms”) form a binding agreement between MemlinAI, Inc., a Delaware corporation (“Memlin”), and the entity or individual accepting them (“Customer,” “you,” or “your”). The Terms govern access to and use of Memlin’s hosted context-layer and memory management platform, including the application at https://memlin.ai, all underlying APIs, software development kits (“SDKs”), command-line interfaces (“CLIs”), the MCP server environment, editor adapters, documentation, and any related features or infrastructure (collectively, the “Service”).
Please read these terms carefully before using the service. Among other things, they include: (a) a disclaimer of warranties (Section 12); (b) a limitation of liability and damages cap (Section 13); (c) indemnification obligations (Section 14), which are not subject to the damages cap; (d) binding arbitration and a class action waiver (Section 21.3); (D) a jury trial waiver (Section 21.7); (E) a waiver of injunctive relief by Customer (Section 22.13); and (F) Memlin’s right to modify these Terms and pricing with limited notice (Sections 7.1 and 23.3).
By clicking “I Agree” or a similar button, executing an order form that references these Terms, accessing the Service through an API key or SDK, or authorizing any automated agent to do any of the foregoing on your behalf, you accept these Terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. The Service is available only to users aged 18 or older. If you do not agree, do not use the Service.
Beta Notice. This is a beta version of the Service, available in the United States only. The Service is under active development; features, data handling practices, system behavior, and these Terms may change materially before general availability. By using the beta Service, you acknowledge that you are an early adopter and assume increased operational risk, including the risk of data loss, service interruptions, and changes to pricing or functionality. Memlin will notify registered beta users of material changes to these Terms before they take effect.
	•	DEFINITIONS
Capitalized terms used in these Terms have the meanings set forth below.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent of the outstanding voting equity interests.
“Aggregated Data” means data derived from Customer Data that has been de-identified and aggregated such that it does not identify, and cannot reasonably be used to re-identify, Customer, any Workspace, any Authorized User, any End User, or any natural person. Aggregated Data is Memlin IP and is not Customer Data.
“API” means the application programming interfaces and associated credentials that Memlin makes available to enable programmatic access to the Service.
“Authorized User” means any individual whom Customer permits to access the Service through a Workspace.
“Benchmark Data” means any results, scores, comparisons, or analyses derived from testing or evaluating the performance, quality, or characteristics of the Service or any Output, whether alone or compared with any third-party product or service.
“Beta Features” means any features or functionality that Memlin designates as alpha, beta, preview, early access, or pre-release.
“BYOK Configuration” means a configuration in which Customer connects its own credentials from an external model provider to the Service to direct calls through Customer’s account with that provider.
“Competing Service” means any product or service that provides functionality substantially similar to any material feature of the Service, including shared AI agent memory management, context-layer persistence, skill or goal routing for AI agents, schema management for language model workflows, or audit logging of AI agent actions.
“Connected Source” means any third-party repository, communication platform, or data service that Customer authorizes the Service to access and ingest on Customer’s behalf.
“Customer Application” means any software application, agent framework, system, or product operated by or on behalf of Customer that interfaces with or depends on the Service APIs or SDKs.
“Customer Data” means any content, text, code, prompts, transcripts, or metadata submitted to, ingested by, or processed by the Service by or on behalf of Customer, its Authorized Users, or its End Users, including Inputs and content ingested from Connected Sources. Customer Data excludes Aggregated Data, Usage Data, and Memlin IP.
“Documentation” means any user and developer documentation for the Service that Memlin makes available at https://memlin.ai or through the Service, as updated by Memlin from time to time. Memlin will use commercially reasonable efforts to make Documentation available prior to or concurrent with general availability of the Service. 
“Derived Insights” means any insights, patterns, statistics, or analytical conclusions Memlin derives from processing Customer Data, Aggregated Data, or Usage Data, provided they do not identify Customer or any individual. Derived Insights are Memlin IP.
“End User” means any individual or automated system that interacts with a Customer Application or whose data is processed through the Service at Customer’s direction.
“Fees” means all amounts payable by Customer for access to the Service, as set forth on the Pricing Page or in an applicable Order, subject to modification by Memlin in accordance with Section 7.1.
“High-Risk Use” means any use of the Service in: (a) real-time medical diagnosis, patient monitoring, or pharmaceutical dosing; (b) control of weapons systems, industrial machinery, vehicles, life-support equipment, or nuclear facilities; (c) automated decisions affecting individuals’ credit, employment, housing, or government benefits; (d) the automated generation of legal opinions or financial advisory determinations designed or intended to serve as a substitute for professional advisory judgment, where such use constitutes or is reasonably likely to constitute unauthorized practice of law or the provision of regulated financial advice without appropriate licensure; or (e) any other context where a system error could reasonably cause death, bodily injury, or significant property or environmental damage.
“HIPAA Information” means “protected health information” as defined at 45 C.F.R. § 160.103 or equivalent data under applicable state health privacy laws.
“Inputs” means any prompts, documents, code, repository contents, transcripts, or other content transmitted into the Service by or on behalf of Customer.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all other intellectual property rights, and all applications and registrations therefor, throughout the world.
“Memlin IP” means the Service and all underlying software, APIs, SDKs, CLI, MCP server, editor adapters, documentation, models developed or operated natively by Memlin, audit-log pipeline, contextual resolver engine, memory distillation configurations, and any modifications or derivative works thereof, together with all Aggregated Data, Derived Insights, Usage Data, and assigned Feedback.
“MCP Server” means Memlin’s implementation of the Model Context Protocol that enables structured tool-use integrations between AI models and external systems.
“Memory” means any extracted skill, persistent preference, state token, behavior guideline, vector embedding, or structured representation derived by the Service from Customer Data.
“Model” means any AI model, large language model, embedding model, or classification model embedded in or called by the Service, whether developed by Memlin or licensed from a third party.
“Order” means an online sign-up, digital checkout, or written statement of work or purchase order executed by the parties for a commercial subscription.
“Outputs” means any generated Memory, retrieval result, system prompt adjustment, citation, or other content delivered by the Service in response to an API request.
“Personal Data” has the meaning given to that term under applicable U.S. privacy law and as further described in the Privacy Policy incorporated by reference under Section 10.1.
“Pricing Page” means such pricing information as may be available at https://memlin.ai, as updated by Memlin from time to time.
“Restricted Information” means (a) HIPAA Information, absent a Business Associate Addendum; (b) payment card account numbers subject to PCI-DSS; (c) government identification numbers, Social Security numbers, passport numbers, or biometric identifiers; (d) data governed by GLBA, FCRA, or COPPA; and (e) information subject to ITAR or export controls.
“Scribes” means Memlin’s automated background capture and context-parsing tools that, when enabled by Customer, continuously ingest content from Authorized User environments or agent streams into a Workspace.
“Sub-processor” means any third-party infrastructure or compute provider Memlin uses to process Customer Data in providing the Service.
“Subscription Term” means the period during which Customer has active access to the Service under an Order.
“Usage Data” means operational telemetry and metrics about Customer’s use of the Service, including request volumes, latency, error rates, retrieval scores, and feature usage, but excluding the content of Inputs. Usage Data is Memlin IP.
“Workspace” means an account environment that Customer establishes to manage Authorized Users, configuration, stored Memories, and billing.
“Workspace Insights” means analytical recommendations generated by the Service from Customer’s Usage Data (including interaction metrics such as agent error rates, task completion patterns, and manual corrections) to suggest new Memories or context optimizations within Customer’s Workspace.
“Workspace Settings” means the administrative configuration panel within a Workspace through which the Workspace Owner and Authorized Users may manage permissions, preferences, and feature controls.
	•	ELIGIBILITY AND ACCOUNTS
	•	Eligibility.
The Service is available only for use by individuals and entities aged 18 or older with capacity to enter into binding contracts. If Customer is an entity, the individual accepting these Terms represents that he or she has authority to bind that entity.
	•	Workspaces.
Customer accesses the Service by creating one or more Workspaces. The individual who creates a Workspace is its initial owner (the “Workspace Owner”) and is responsible for all activity within it. The Workspace Owner may invite Authorized Users and assign them roles and permission within the Workspace. Each Workspace is treated as a separate “Customer” under these Terms.
	•	Account Information and Security.
Customer shall provide accurate registration information and keep it current. Customer is responsible for maintaining the confidentiality of all credentials, API keys, and access tokens, and for all activity that occurs under its Workspaces and credentials, whether by Customer, an Authorized User, an automated agent acting at Customer’s direction, or any other person using Customer’s credentials. Customer shall promptly notify Memlin of any known or suspected unauthorized access to a Workspace or credential.
	•	Automated Agent Access.
Memlin permits API keys to be used by automated agents acting on behalf of Customer. By authorizing, instructing, or permitting any agent to access the Service on Customer’s behalf, Customer (a) ratifies all actions of that agent as its own, (b) agrees to be bound by these Terms with respect to those actions, and (c) accepts responsibility for all activity conducted under any account or API key created or used by that agent.
	•	Right to Refuse or Suspend.
Memlin may, in its discretion, refuse access to, suspend, or terminate any Workspace or account, including if Memlin reasonably believes that Customer is a competitor, is subject to sanctions or export restrictions, poses a security or legal risk, or is otherwise unsuitable to receive the Service. Exercise of this right creates no liability to Customer. Customer’s sole remedy for a refusal or suspension under this Section 2.5 is a pro rata refund of any prepaid, unused Fees for the affected Workspace, if any.
	•	LICENSE GRANTS
	•	Use of the Service.
Subject to Customer’s compliance with these Terms and timely payment of Fees, Memlin grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for Customer’s lawful purposes in accordance with these Terms. Customer may permit Authorized Users to access the Service through Customer’s Workspaces; Customer is responsible for each Authorized User’s compliance with these Terms. This license terminates immediately upon any breach of Sections 3, 4, 5, or 7, or upon any termination of these Terms.
	•	Companion Software.
Subject to these Terms, Memlin grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use Memlin’s SDKs, CLI, MCP server, and editor adapters solely to enable Customer’s applications and Authorized Users to interoperate with the hosted Service. Customer may not use these components independently of the hosted Service except as expressly permitted by an applicable open-source license.
	•	Open-Source Components.
To the extent Memlin distributes any software component under an open-source license, that license governs Customer’s standalone, offline use of that component. However, once any such component is used to connect to, query, or authenticate with Memlin’s hosted Service, these Terms govern that interaction. No open-source license exempts Customer from the billing, rate-limiting, data use, or intellectual property provisions of these Terms.
	•	Service Changes.
Memlin may modify, update, deprecate, or discontinue any feature, API, SDK, Model, or other aspect of the Service at any time, with or without notice. Memlin has no liability to Customer for any such change, including for any loss of functionality, compatibility issues, or changes in Output quality.
	•	Reserved Rights.
All rights not expressly granted in these Terms are reserved by Memlin. Customer acquires no ownership interest in any Memlin IP.
	•	CUSTOMER DATA; CONNECTED SOURCES; DATA USE
	•	Customer Responsibility.
As between the parties, Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data and for all consequences of submitting it to the Service. Customer represents and warrants that: (a) it has all rights and consents necessary to submit Customer Data and to authorize Memlin to process it as described in these Terms; (b) no Customer Data infringes any third-party Intellectual Property Rights or privacy or publicity rights; (c) submission of Customer Data complies with all applicable laws and Customer’s own policies; (d) Customer has provided all required notices and obtained all required consents from Authorized Users, End Users, and other data subjects, including with respect to the Scribes; and (e) where Customer has enabled the Scribes or any other automated capture feature, it has configured the applicable trust settings appropriately and notified affected Authorized Users. Memlin has no obligation to review or monitor Customer Data for compliance.
	•	Restricted Information.
Customer may not submit Restricted Information to the Service unless the parties have executed a separate written agreement expressly authorizing such submission (including, for HIPAA Information, a Business Associate Addendum). No Memlin marketing material or documentation constitutes such authorization. The Service includes detection features that identify certain credential patterns, such as API keys, and alert Authorized Users. These detection features do not remove or redact data from Customer Data and do not screen for personally identifiable information. Customer is solely responsible for controlling the content it submits to the Service.
	•	Connected Sources.
When Customer authorizes the Service to access a Connected Source: (a) Customer represents that it has all rights and consents necessary for the Service to access and ingest data from that source; (b) Customer remains responsible for compliance with the Connected Source’s own terms and policies; (c) Memlin is not responsible for the availability, accuracy, or security of any Connected Source; (d) all data ingested from a Connected Source is Customer Data; and (e) where a Connected Source contains communications involving multiple individuals, Customer represents that it has obtained all consents required under applicable recording, electronic communications, and privacy laws.
	•	License to Process Customer Data.
Customer grants Memlin a worldwide, non-exclusive, royalty-free license, during the Subscription Term and for such additional period as necessary to complete the activities below, to access, host, store, process, copy, and create derivative works of Customer Data (including by passing it through Models) solely to: (a) provide, maintain, and support the Service; (b) generate, store, and serve Outputs and Memories; (c) operate the Scribes; (d) respond to retrieval, search, and audit requests; (e) detect and address technical, security, or operational issues; (f) detect and address fraud or abuse; (g) calculate Fees; (h) create Aggregated Data and Derived Insights; (i) create and maintain Usage Data; and (j) comply with applicable law and legal process; and (k) generate Workspace Insights
	•	Aggregated Data and Derived Insights.
Memlin may create Aggregated Data and Derived Insights from Customer Data and from data of other customers. Memlin owns all right, title, and interest in Aggregated Data and Derived Insights and may use, disclose, and exploit them for any purpose (including product development, research, benchmarking, and marketing) without restriction or obligation to Customer. 
	•	BYOK Configurations.
When Customer uses a BYOK Configuration, calls are made through Customer’s account with the relevant model provider and are subject to that provider’s terms. Memlin may collect routing metadata, latency data, and operational telemetry as Usage Data. Customer is solely responsible for compliance with the model provider’s terms and for all costs incurred through BYOK Configurations.
	•	Outputs and Memories.
Customer acknowledges that Memories and other Outputs are produced by machine learning models and may contain errors, omissions, or inaccuracies. Outputs are not legal certifications and should not be treated as authoritative without independent verification. Source citations in Outputs are provided for reference and do not constitute a warranty of accuracy. Customer assumes all risk associated with its use of Outputs, and shall implement appropriate human review before relying on any Output for decisions affecting individuals or End Users.
	•	Audit Logs.
The Service generates audit logs capturing metadata about retrieval and write operations. Memlin will use commercially reasonable efforts to maintain audit logs consistent with Memlin’s standard service practices, but Memlin makes no representation regarding their completeness, accuracy, or admissibility in any proceeding. Customer is solely responsible for evaluating whether audit logs satisfy any legal or compliance requirement.
	•	Sub-processors.
Customer authorizes Memlin to engage Sub-processors to host infrastructure and perform compute operations. Memlin will bind Sub-processors to data security obligations materially equivalent to those in these Terms. Customer has no right to approve or block the addition of any Sub-processor.
	•	Deletion of Customer Data.
Customer may delete Customer Data through the Service or by API request. Memlin will use commercially reasonable efforts to complete deletion within thirty days of the request, subject to any retention required by law or necessary for safety or backup systems. 
	•	Memory Management.
Memory optimization (including continuous indexing, compression, re-ranking, pruning, and removal of stale or low-relevance Memories) is a core operational function of the Service designed to maintain context quality and performance. Customer acknowledges that the Service is intended to actively manage its Memory corpus, including by identifying and removing Memories that the Service’s optimization processes determine to be stale, redundant, or of low contextual relevance to current Workspace activity. Memlin has no liability for any reduction in Memory volume, context fidelity, or retrieval accuracy resulting from these optimization processes. Customer may configure Memory retention preferences through Workspace Settings to the extent such configuration options are made available. Notwithstanding the foregoing, Memlin will not delete all stored Memories from an active Workspace without at least thirty days’ prior written notice to Customer’s registered account address, except as necessary to address a security incident, legal obligation, or material violation of these Terms.
	•	Workspace Insights.
Workspace Insights are generated solely from Customer’s own Usage Data and are not derived by analyzing data across other customers’ Workspaces. Memlin does not use the interaction metrics underlying Workspace Insights to train any AI model. Customer may disable Workspace Insights at any time through Workspace Settings; if disabled, Customer’s interaction metrics will not be analyzed for recommendation purposes.
	•	ACCEPTABLE USE
	•	General Compliance.
Customer shall, and shall ensure that each Authorized User and End User shall, use the Service only (a) in accordance with these Terms, (b) in compliance with all applicable laws and regulations, and (c) for lawful purposes.
	•	Prohibited Conduct. Customer shall not, and shall not permit any person to:

	•	use the Service except as expressly authorized by these Terms;

	•	reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model weights, training data, system prompts, or trade secrets of the Service or any Model, except to the extent such restriction is unenforceable under applicable law;

	•	use the Service, any Output, or any information derived from use of the Service to train, fine-tune, or otherwise develop any Competing Service, or to systematically probe the Service to replicate its behavior or architecture;

	•	develop or market any Competing Service using knowledge, data, or insights gained through Customer’s access to the Service;

	•	disclose, publish, or distribute any Benchmark Data without Memlin’s prior written consent;

	•	sublicense, resell, transfer, or make the Service available to any third party, except as expressly permitted by a separate written agreement with Memlin;

	•	operate any product or service that wraps, proxies, or relays the Service on behalf of third parties who have not separately accepted these Terms, or that masks the identity of the party originating calls to the Service;

	•	access or use the Service in any manner designed to avoid or reduce Fees, including by fragmenting requests across multiple Workspaces to evade usage limits or using a proxy to suppress metered calls;

	•	attempt to extract model parameters, training data, or system prompts, or conduct prompt injection, jailbreaking, or other adversarial testing against the Service or any Model;

	•	use automated tools to scrape or mine the Service, except for API calls made in the ordinary course of authorized use;

	•	circumvent or interfere with any rate limit, access control, authentication mechanism, scope isolation, billing system, or other technical or operational control of the Service;

	•	transmit any malware, ransomware, or other malicious code to the Service;

	•	remove or alter any proprietary notice in the Service, SDKs, CLI, or Documentation;

	•	submit, store, or generate content through the Service that infringes any third-party Intellectual Property Rights or privacy or publicity rights, is defamatory or obscene, depicts the sexual exploitation of minors, or violates any applicable law;

	•	use the Service for any High-Risk Use without a separate written agreement with Memlin authorizing such use;

	•	make materially false or misleading public statements about Memlin or the Service;

	•	use the Service in a manner that violates the terms of service or acceptable use policies of any upstream Model provider whose models or infrastructure support the Service; or

	•	authorize or assist any third party to do any of the foregoing.
	•	High-Risk Use.
The Service is not designed or certified for fault-tolerant operations. Customer may not connect the Service to any environment where a system failure or error could cause death, bodily injury, or significant property damage.
	•	Suspension for Cause.
Memlin may immediately suspend access to any API key, Authorized User, or Workspace if it reasonably determines that Customer is in breach of these Terms or any agreement between the parties, poses a security or legal risk to Memlin or its other customers, or has an undisputed payment that is ten or more days overdue. Suspension does not relieve Customer of any obligation to pay accrued Fees.
	•	CUSTOMER APPLICATIONS AND END USERS
	•	Customer Control.
Customer is solely responsible for the design, development, deployment, security, and operation of any Customer Application. Memlin does not monitor Customer Applications or End User activity.
	•	Authorized User Compliance.
Customer shall ensure that each Authorized User complies with these Terms before receiving access. Any breach of these Terms by an Authorized User is treated as a breach by Customer.
	•	End User Agreements.
Customer shall enter into written terms of service and maintain a privacy policy with each End User. Those downstream terms must: (a) disclose that Customer Application(s) use third-party AI services, persistent memory, and automated data capture tools; (b) explain how inputs are stored, processed, and managed; (c) obtain all required consents under applicable data protection laws; (d) designate Customer as the responsible deployer of any AI system embedded in the Customer Application, making Customer solely responsible for compliance with applicable U.S. AI governance and consumer protection requirements; (e) prohibit End Users from conducting adversarial or prohibited activity; and (f) disclaim all warranties and liabilities on behalf of Memlin to the maximum extent permitted by law.
	•	Workspace Isolation.
Customer is solely responsible for the configuration of all Workspace boundaries, scope assignments, and access controls. Customer acknowledges that the Service relies on the identifiers, session tokens, and metadata that Customer Applications transmit to isolate and retrieve Customer Data. The Service uses logical data isolation controls to separate Customer Data by Workspace within shared infrastructure. Memlin has no liability for cross-tenant data exposure or Memory crossovers resulting from Customer's misconfiguration of Workspace identifiers, API keys, or session parameters.
	•	FEES AND PAYMENT
	•	Fees; Modifications.
Customer agrees to pay all Fees accrued under the Service or specified in an applicable Order. Except as otherwise expressly stated, all Fees are non-refundable and non-cancelable. Customer acknowledges that token consumption and processing costs vary across Model providers and configurations, and Customer bears all risk for unexpected usage costs, including those caused by automated agent activity. Memlin may modify Fees upon thirty days’ prior written notice to Customer. Customer’s continued use of the Service after the notice period expires constitutes acceptance of the revised Fees. If Customer objects to a modification, Customer’s sole remedy is to terminate its subscription before the revised Fees take effect.
	•	Billing.
Customer authorizes Memlin and its payment processors to charge Customer’s registered payment method for all accrued Fees. Customer must maintain a valid, active payment method in its account. All amounts are payable in U.S. dollars.
	•	Taxes.
All Fees are exclusive of all sales, use, excise, VAT, GST, withholding, and similar taxes. Customer is responsible for all such taxes, other than taxes on Memlin’s net income.
	•	Late Payments; Suspension; Chargebacks.
Amounts not paid by the due date accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Customer shall reimburse Memlin for all reasonable collection costs, including attorneys’ fees. Memlin may suspend Customer’s access to the Service for any undisputed amount that is ten or more days overdue. Suspension does not terminate these Terms or release Customer from any payment obligation. In the event of any payment dispute, chargeback, or fraud reversal initiated by Customer or Customer’s payment provider, Customer will immediately forfeit credits or prepaid amounts equal to the reversed sum, plus any dispute or processing fee levied by Memlin’s payment processor in connection with the reversal. This consequence is in addition to, and does not limit, any other remedy available to Memlin under these Terms or applicable law.
	•	Billing Disputes.
To dispute a charge, Customer must deliver a written dispute to admin@memlin.ai within fifteen days of the charge date, describing the basis for the dispute. Failure to dispute within that period constitutes acceptance of the charge. A pending dispute does not suspend Customer’s obligation to pay all undisputed amounts when due.
	•	Promotional Credits and Free Tiers.
Any free trials, promotional credits, or no-cost tiers are provided at Memlin’s discretion, without warranty, support commitments, or indemnity protections. Memlin may modify, convert to a paid tier, or discontinue any promotional offering upon thirty days’ notice, without liability.
	•	Automatic Renewal; Cancellation.
If Customer is an individual (not an entity), paid subscriptions automatically renew at the end of each billing period at the then-current rate unless Customer cancels before the renewal date. Memlin will provide clear disclosure of the recurring charge amount and renewal terms prior to the start of any paid subscription. Customer may cancel at any time through Workspace Settings, effective at the end of the then-current billing period. This Section 7.7 applies to California residents pursuant to Cal. Bus. & Prof. Code §§ 17600–06.
	•	INTELLECTUAL PROPERTY AND FEEDBACK
	•	Memlin IP.
As between the parties, Memlin owns all right, title, and interest in Memlin IP, including all enhancements, modifications, and derivative works.
	•	Customer Data.
As between the parties, Customer owns all right, title, and interest in Customer Data, subject to the processing license granted in Section 4.4 and Memlin’s rights in Aggregated Data and Derived Insights under Section 4.5.
	•	Memories.
As between the parties, Memories derived from Customer Data are owned by Customer, subject to: (a) Memlin’s ownership of the underlying software, Models, and algorithms used to generate them; (b) Memlin’s ownership of all Usage Data and Aggregated Data. Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that Memories are non-exclusive and that substantially similar Memories may be generated for other customers from different inputs. Memlin makes no representation that any Memory is unique or proprietary to Customer.
	•	Usage Data.
Memlin owns all Usage Data and may use it without restriction to operate, improve, and market the Service and Memlin’s business.
	•	Feedback.
If Customer or any of its personnel provide Memlin with suggestions, improvement ideas, or other feedback (“Feedback”), Customer irrevocably assigns to Memlin all worldwide right, title, and interest in that Feedback, including all Intellectual Property Rights. To the extent any moral rights or similar non-assignable rights attach to Feedback, Customer waives and agrees not to assert them to the maximum extent permitted by law. Memlin may use and commercialize Feedback in any manner, without compensation, credit, or confidentiality obligation to Customer.
	•	No Most-Favored-Nation Obligation.
For the avoidance of doubt, Memlin may offer different pricing, features, service levels, or contract terms to other customers without any obligation to offer the same to Customer.
	•	CONFIDENTIALITY
	•	Definition.
As used herein “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the context of disclosure. Customer Data and Workspace Memories are Customer’s Confidential Information. Memlin IP, model weights, system configurations, evaluation metrics, and unreleased roadmaps are Memlin’s Confidential Information. Aggregated Data, Derived Insights, and Usage Data are not Customer’s Confidential Information.
	•	Obligations.
Each Recipient shall protect the Discloser’s Confidential Information with at least reasonable care (and in any event no less care than it applies to its own confidential information of similar sensitivity) and shall use Confidential Information only to exercise its rights and perform its obligations under these Terms. Each Recipient shall limit access to Confidential Information to its personnel, legal counsel, financial advisors, and authorized contractors who have a need to know and are bound by confidentiality obligations at least as protective as this Section 9.
	•	Permitted Disclosures by Memlin.
Notwithstanding Section 9.2, Memlin may disclose Customer’s Confidential Information: (a) to its legal counsel, accountants, financial advisors, and Sub-processors as necessary to provide the Service, subject to confidentiality obligations; (b) to potential investors, acquirers, or their advisors in connection with a financing, merger, acquisition, or similar transaction, subject to standard non-disclosure obligations; (c) as required by law, regulation, or legal process; and (d) as necessary to enforce Memlin’s rights under these Terms.
	•	Compelled Disclosure.
If Recipient is required by law or legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt prior notice and cooperate reasonably to enable Discloser to seek a protective order. Recipient may retain copies of Confidential Information as required for legal compliance, regulatory record-keeping, or disaster recovery purposes.
	•	Equitable Relief.
A breach of this Section 9 may cause irreparable harm for which monetary damages would be inadequate. Each party retains the right to seek equitable relief in a court of competent jurisdiction without posting a bond, in addition to all other available remedies.
	•	PRIVACY AND DATA PROTECTION
	•	Privacy Policy.
Memlin’s collection, use, and disclosure of personal information in connection with the Service is governed by the Privacy Policy at https://memlin.ai/privacy, which is incorporated into these Terms by reference. Memlin may update the Privacy Policy from time to time; continued use of the Service after notice of a material change constitutes acceptance.
	•	United States Data Processing Terms.
To the extent that Customer Data contains Personal Data of natural persons regulated by applicable U.S. state privacy statutes, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (the “CCPA/CPRA”), the parties acknowledge that Customer acts as the “Business” or “Controller” and Memlin acts as a “Service Provider” or “Processor” on behalf of Customer. Memlin shall collect, retain, use, disclose, and process such Personal Data solely to provide the Service to Customer in accordance with these Terms and Customer’s configuration of the Service. Memlin is contractually prohibited from: (a) selling or sharing such Personal Data for monetary consideration or for cross-context behavioral advertising; (b) retaining, using, or disclosing such Personal Data for any commercial purpose beyond the direct operational scope of providing the Service; or (c) combining such Personal Data with personal data received from or about individuals who are not Customer’s Authorized Users or End Users, except as permitted under the aggregated, de-identified data practices described in Section 4.5. Memlin certifies its understanding of and commitment to comply with the use limitations and processing prohibitions set forth in this Section 10.2.
	•	Data Processing Addendum.
Where Customer Data includes Personal Data subject to the CCPA/CPRA or other applicable U.S. data privacy law, or where Customer requests additional contractual data protection commitments, the parties shall execute Memlin’s standard Data Processing Addendum (“DPA”) upon either party’s written request. Upon execution, the DPA is incorporated into and made part of these Terms. In the event of a conflict between the DPA and these Terms with respect to the processing of Personal Data, the DPA controls.
	•	Security and Incident Notification.
Memlin shall implement and maintain commercially reasonable technical, administrative, and physical safeguards designed to protect Customer Data against unauthorized access, loss, or destruction. In the event Memlin determines that a security incident has resulted in the unauthorized acquisition, access, or disclosure of Personal Data processed within Customer Data (a “Security Incident”), Memlin shall notify Customer without undue delay and in no event later than seventy-two hours following Memlin’s internal determination that a Security Incident has occurred. Memlin’s notification shall describe the nature of the incident, the categories of data affected, and the remediation measures taken or proposed. Following notification, Memlin shall reasonably cooperate with Customer’s requests for information to assist Customer in satisfying its notification obligations under applicable state breach notification laws, provided that such cooperation does not require Memlin to disclose confidential system security configurations.
	•	Information Security Program.
Memlin shall implement, maintain, and enforce an information security program that includes, at a minimum: (a) encryption of Customer Data at rest and in transit across public networks; (b) logical access controls designed to isolate multi-tenant Workspace boundaries and restrict internal access to Customer Data to authorized personnel on a need-to-know basis; and (c) routine technical vulnerability assessments of the Service infrastructure. Memlin’s security practices are designed to align with commercially reasonable industry standards as a baseline. Customer acknowledges that the Service is operating as an experimental beta and that independent third-party security certifications, including SOC 2 Type II and ISO 27001, are not currently active for the beta environment. Customer assumes commensurate operational and security risk.
	•	Minor Data.
Minor Data. Customer is strictly prohibited from submitting, uploading, or otherwise making available to the Service any Customer Data tracking, identifying, or relating to any natural person under the age of eighteen. Customer represents, warrants, and covenants that no Customer Application is engineered, marketed, or structured in a manner that collects minor information or triggers compliance mandates under the Children’s Online Privacy Protection Act (“COPPA”), the minor-protection provisions of the CCPA/CPRA, or any other applicable U.S. federal or state law governing data processing of individuals under the age of eighteen.
	•	SERVICE LEVELS; SUPPORT
	•	Availability.
Memlin will use commercially reasonable efforts to maintain availability of the hosted Service, subject to scheduled maintenance, security updates, and events beyond Memlin’s reasonable control. Platform availability and latency depend in part on third-party Model providers and compute infrastructure. Memlin has no liability for outages, deprecations, or latency changes originating with upstream providers.
	•	Support.
Memlin may provide developer support in accordance with such metrics as may be specified on the Pricing Page for Customer’s subscription tier, as may be updated from time to time under Section 22.3 or in Customer’s applicable Order, as the case may be.
	•	Service Evolution.
Memlin may modify, deprecate, or replace any feature, API, Model, or other component of the Service at any time. Memlin will endeavor to provide advance notice of material changes but has no obligation to do so.
	•	Beta Features.
Beta Features are provided for testing purposes only, without warranty, support commitments, or indemnity protections. Memlin’s total liability for any claim arising from a Beta Feature is zero. Customer uses Beta Features at its own risk.
	•	DISCLAIMER OF WARRANTIES
	•	As-Is Disclaimer. The service, all APIs, SDKs, CLI, MCP server, documentation, models, and all outputs (including memories and audit logs) are provided “as is” and “as available,” without warranty of any kind. Memlin disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or trade usage. 
	•	Output Accuracy. Memlin makes no warranty that any output (including any memory or audit log) is accurate, complete, current, reliable, or fit for any purpose. Models may produce incorrect, misleading, or fabricated content, and output quality depends on input quality and Customer’s configuration of the Service. Memlin specifically disclaims any warranty as to the data handling, privacy, or model training practices of upstream Model providers.
	•	Regulatory Compliance . Memlin makes no warranty that Customer’s use of the Service will comply with any AI governance framework, data protection law, or other regulation, including the CCPA/CPRA or other applicable U.S. federal or state law. Customer is solely responsible for evaluating its own compliance obligations.
	•	Product Descriptions. No product description (including ANY references to audit logs as “replayable,” “court-ready,” or “permanent”) constitutes a warranty of evidentiary value or admissibility.
	•	Credential Detection. The Service's detection features may not identify every type of sensitive credential pattern. The Service does not alter, remove, or redact personally identifiable information or any other content from Customer Data by default.
	•	Service Availability; Autonomous Agent Actions; Model Variability. Memlin does not warrant that the Service will operate without latency, errors, interruptions, or security incidents. Memlin has no liability for actions (including code execution, database modifications, financial transactions, or third-party system access) taken by automated agents that use the Service, regardless of whether those actions were informed by outputs or memories generated by the Service. Output quality and behavior may vary across different Model providers and versions. Memlin does not warrant that outputs will be interpreted consistently or produce identical results across different Model backends. Customer assumes all risk associated with switching between models.
	•	LIMITATION OF LIABILITY
	•	Exclusion of Indirect Damages. 
To the maximum extent permitted by applicable law, Memlin and its affiliates, officers, directors, investors, employees, agents, and third-party licensors will not be liable to Customer for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of revenue, profits, goodwill, data, or cost of substitute services, arising out of or related to these Terms or the Service, under any theory of liability, even if Memlin has been advised of the possibility of such damages.
	•	Damages Cap. 
To the maximum extent permitted by applicable law, Memlin’s total aggregate liability for all claims arising out of or related to these Terms, regardless of the number of claims or theories of liability, is limited to the greater of: (a) the total Fees paid by Customer to Memlin in the twelve months preceding the event giving rise to the claim; or (b) one hundred U.S. dollars.
13.3. Third-Party Providers. 
Memlin has no liability for any act, omission, interruption, or failure of any third-party Model provider, compute provider, Sub-processor, Connected Source, or other third-party service used in connection with the Service.
13.4. Basis of Bargain. 
The parties acknowledge that the pricing of the Service reflects this allocation of risk, and that these limitations are a fundamental element of the bargain between the parties.
	•	INDEMNIFICATION
	•	By Customer.
Customer shall defend, indemnify, and hold harmless Memlin, its affiliates, and their respective officers, directors, employees, agents, and investors from and against all third-party claims, proceedings, damages, liabilities, losses, fines, and expenses (including reasonable outside attorneys’ fees) arising out of or relating to: (a) Customer Data or Inputs; (b) actions taken by Customer Applications or automated agents using Outputs, including any resulting transactions or system modifications; (c) violations of any Connected Source’s terms of service; (d) any breach of Section 5 (Acceptable Use); (e) any submission of Restricted Information or processing of children’s data in violation of Section 10; (f) Customer’s failure to make required disclosures or obtain required consents under Section 6.3; or (g) adversarial attacks or prompt injection conducted by End Users or external agents through Customer’s Workspace.
	•	By Memlin.
Subject to Section 13 and the procedures in Section 14.5, Memlin shall defend Customer against any third-party claim alleging that Customer’s direct use of the hosted Service (excluding open-source components, third-party Models, and Customer-specific configurations) infringes a validly issued U.S. patent or U.S. copyright.
	•	Exclusions.
Memlin has no obligation under Section 14.2 to the extent a claim arises from: (a) Customer Data or Inputs; (b) combination of the Service with third-party products or services; (c) Customer’s modification of the Service; (d) open-source components; (e) third-party Models; (f) use of the Service other than as authorized by these Terms; or (g) Beta Features.
	•	Remediation.
If a claim subject to Section 14.2 arises or is threatened, Memlin may, in its discretion: (a) procure for Customer the right to continue using the affected functionality; (b) modify the Service to make it non-infringing; or (c) discontinue the affected functionality and issue a pro rata refund of prepaid, unused Fees. This Section 14.4 states Memlin’s sole obligation, and Customer’s sole remedy, for any IP infringement claim.
	•	Indemnification Procedure.
The indemnifying party’s obligations are conditioned on: (a) the indemnified party providing prompt written notice of the claim, with the understanding that material delay prejudices the indemnifying party’s rights; (b) the indemnifying party having sole control of the defense strategy and all settlement negotiations; (c) the indemnified party providing reasonable cooperation and assistance at the indemnifying party’s expense; and (d) the indemnified party making no admission of liability and taking no adverse position without the indemnifying party’s prior consent. The indemnifying party may settle any claim without the indemnified party’s consent, provided the settlement does not impose any monetary obligation on, or include any admission of liability by, the indemnified party.
	•	TERM AND TERMINATION
	•	Term.
These Terms take effect when Customer first accepts them or accesses the Service, and remain in effect until terminated.
	•	Termination by Customer.
Customer may terminate by closing all active Workspaces and deleting its account. No refund will be issued for prepaid, unused Fees upon Customer-initiated termination.
	•	Termination by Memlin.
Memlin may terminate these Terms or any Order: (a) for any reason or no reason, upon thirty days’ written notice; or (b) immediately upon Customer’s breach of Sections 5, 7, or 9, or upon any conduct Memlin in good faith determines poses a security, legal, reputational or Intellectual-Property-rights related risk. Termination does not release Customer from any obligation to pay Fees accrued before the termination date.
	•	Effect of Termination.
Upon termination or expiration of these Terms, all licenses granted to Customer under Section 3 terminate immediately, and Customer shall cease all use of the Service. The following provisions survive: Section 1 (Definitions), Section 4.5 (Aggregated Data and Derived Insights), Section 4.10 (Deletion of Customer Data), Section 5 (Acceptable Use), Section 6 (Customer Applications and End Users), Section 7 (Fees and Payment), Section 8 (Intellectual Property and Feedback), Section 9 (Confidentiality), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 21 (Dispute Resolution), and Section 22 (General).
	•	Deletion of Customer Data.
Upon termination or expiration of these Terms, Memlin will delete or de-identify Customer Data from active production systems within thirty days. Customer Data held in backup storage systems will be rendered inaccessible and securely deleted in accordance with Memlin’s standard backup retention schedule. No API or Service access will be maintained post-termination for data export purposes. Customer is responsible for exporting any required data prior to termination
	•	EXPORT CONTROLS
Customer shall comply with all applicable U.S. export control laws and regulations, including those administered by the Department of Commerce and the Office of Foreign Assets Control. Customer represents that it is not organized in, operating from, or subject to the laws of any jurisdiction under a comprehensive U.S. embargo.
	•	SANCTIONS
Customer represents that it is not owned or controlled by any entity or individual listed on any applicable U.S. or international sanctions list.
	•	U.S. GOVERNMENT USERS
The Service and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” as those terms are used in FAR 12.212. Government users receive no rights exceeding those granted to commercial customers under these Terms.
	•	PUBLICITY
Memlin may identify Customer as a customer, using Customer’s name and logo, in marketing materials, on Memlin’s website, and in investor presentations. Customer may opt out by written notice to admin@memlin.ai. Memlin may also develop case studies or reference materials describing Customer’s use of the Service, subject to Customer’s reasonable prior review for factual accuracy.
	•	FORCE MAJEURE
Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, pandemics, government actions, internet outages, or failures of upstream compute or network infrastructure. Payment obligations are not excused by any force majeure event.
	•	DISPUTE RESOLUTION
	•	Informal Resolution.
Before filing by Customer of any formal claim, Customer shall (and shall direct its senior representatives, as applicable) to negotiate in good faith for at least thirty days following written notice of the dispute.
	•	Binding Arbitration.
Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, conducted in Wilmington, Delaware. The arbitrator’s award shall be final and binding.
	•	Class Action Waiver.
Each party agrees that any dispute shall be resolved only on an individual basis and not as part of any class, collective, or representative proceeding.
	•	Exceptions.
Either party may bring an individual action in any court of competent jurisdiction to seek temporary or preliminary injunctive or equitable relief to protect Intellectual Property Rights or Confidential Information, without first completing the informal resolution process in Section 21.1.
	•	Arbitration Costs.
Arbitration costs shall be allocated in accordance with the JAMS fee schedule. Each party bears its own attorneys’ fees unless the arbitrator awards fees to a prevailing party.
	•	Confidentiality of Proceedings.
The existence, content, and result of any arbitration proceeding under this Section 21 shall be kept confidential by the parties and the arbitrator, except to the extent that: (a) disclosure is required by applicable law or court order; (b) disclosure is necessary to enforce an award in a court of competent jurisdiction; or (c) both parties consent in writing.
	•	Jury Trial Waiver. 
If any dispute is resolved in court for any reason, each party irrevocably waives all rights to a trial by jury.
	•	Limitation Period.
Any claim arising out of or relating to these Terms must be brought within one year of the date the claimant knew or should have known of the basis for the claim. This period may not be extended or tolled by any means and operates as a complete bar to any claim filed after that date.
	•	GENERAL
	•	Governing Law.
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles that would result in the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
	•	Venue.
Subject to Section 21, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any dispute not subject to arbitration.
	•	Modifications. 
Memlin may modify these Terms at any time by posting a revised version at https://memlin.ai/terms and updating the “Last Updated” date. Non-material changes, systemic structural enhancements, or security-related patches become effective immediately upon posting. Material changes to these Terms will become effective thirty days after posting. Customer’s continued use of the Service following the expiration of such notice period constitutes binding acceptance of the modified Terms. If Customer does not agree to a material modification, Customer’s sole and exclusive remedy is to immediately cease all use of the Service and terminate its subscription.
	•	Assignment.
Memlin may assign, transfer, or delegate any or all of its rights and obligations under these Terms, including in connection with a merger, acquisition, change of control, or sale of assets, without Customer’s consent. Customer may not assign, transfer, or delegate any right or obligation under these Terms without Memlin’s prior written consent. Any purported assignment by Customer without such consent is void. These Terms bind and benefit each party’s permitted successors and assigns.
	•	Independent Contractors.
The parties are independent contractors. These Terms do not create an employment, partnership, joint venture, agency, or fiduciary relationship.
	•	Notices.
Memlin may deliver notices to Customer by email to Customer’s registered account address or by dashboard notification; such notices are effective when sent. Customer notices to Memlin must be in writing, sent to admin@memlin.ai, and are effective upon Memlin’s written acknowledgment of receipt.
	•	Severability.
If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and all other provisions remain in full effect. No waiver of any provision constitutes a waiver of any other provision or of the same provision on any other occasion.
	•	Entire Agreement; Order of Precedence.
These Terms, together with Memlin’s Privacy Policy, all active Orders, and any executed DPAs or BAAs, constitute the entire agreement between the parties and supersede all prior representations, proposals, and understandings. In the event of a conflict between these Terms and an Order, these Terms control unless the Order expressly identifies and supersedes a specific provision of these Terms.
	•	Interpretation.
Section headings are for convenience only and have no legal effect. “Including” means “including without limitation.” These Terms shall be construed without any presumption or rule against the drafting party.
	•	Third-Party Beneficiaries.
Except as explicitly set forth in this Section 22.10, these Terms are for the sole benefit of Memlin and Customer, and do not create third-party beneficiary rights in any other person or entity (including any Authorized User or End User). The third-party upstream providers of Models used to deliver the Service (the “Model Providers”) are intended third-party beneficiaries of Section 5 (Acceptable Use), Section 6 (Customer Applications and End Users), and Section 14 (Indemnification), and may enforce those specific provisions directly against Customer to the extent they relate to Customer’s access or use of such Models. Notwithstanding the foregoing, Model Providers shall hold no third-party beneficiary rights, claims, or causes of action against Memlin, and Memlin assumes no liability or indemnification obligation in respect of Customer’s failure to comply with any Model Provider’s end-user agreements or operational policies.
	•	Anti-Corruption.
Each party shall comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-bribery and anti-corruption laws.
	•	 Electronic Signatures.
These Terms and any associated Orders may be executed by electronic signature, click-wrap acceptance, or other electronic means, each of which is as binding as a handwritten signature.
	•	 Waiver of Injunctive Relief. 
To the maximum extent permitted by law, Customer irrevocably waives any right to seek, and agrees not to seek, any injunction, restraining order, specific performance, or other equitable remedy against Memlin’s operation of the Service or its underlying infrastructure.
— End of Terms of Service —