Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Memvid, Inc. ("Memvid," "we," "us," or "our") governing your access to and use of the Memvid platform, including our website at memvid.com, dashboard, APIs, SDKs, command-line tools, and any related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

If you do not agree to these Terms, you may not access or use our Services.

2. Description of Services

Memvid provides a portable AI memory system that enables developers to create, manage, and search knowledge bases using our proprietary .mv2 file format. Our Services include:

• Memvid Core: Open-source library for creating and querying .mv2 memory files
• Python SDK: Python bindings for integrating Memvid into applications
• Node.js SDK: JavaScript/TypeScript bindings for Node.js applications
• CLI Tools: Command-line interface for memory file management
• Dashboard: Web-based interface for account management, usage monitoring, and analytics
• Cloud Services: Optional cloud storage and synchronization features
• API Access: RESTful APIs for programmatic access to Services

3. Account Registration

3.1 Account Creation

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

3.2 Account Eligibility

You must be at least 16 years old to create an account. If you are under 18, you must have your parent or guardian's consent. By creating an account, you represent that you meet these requirements.

3.3 Account Security

You are responsible for maintaining the security of your account credentials. We recommend using strong, unique passwords and enabling two-factor authentication when available. Memvid is not liable for any loss or damage arising from your failure to protect your account.

4. Subscription Plans and Billing

4.1 Free Tier

Memvid offers a free tier with limited features and storage. The free tier is subject to usage limits as described on our pricing page and may be modified at our discretion.

4.2 Paid Subscriptions

Paid subscription plans ("Pro," "Team," "Enterprise") provide additional features, storage, and support. By subscribing to a paid plan, you agree to:

• Pay all applicable fees in advance on a monthly or annual basis
• Provide valid payment information and authorize recurring charges
• Accept that prices may change with 30 days' notice

4.3 Billing and Payment

All fees are quoted in US Dollars and are non-refundable except as required by law or as explicitly stated in these Terms. Payments are processed through Stripe. You are responsible for all taxes associated with your subscription.

4.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial periods. Upon cancellation, your account will revert to the free tier.

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Upload, store, or transmit any illegal, harmful, or offensive content
• Distribute malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Services or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Circumvent any usage limits, rate limits, or security measures
• Use the Services for cryptocurrency mining or similar resource-intensive activities
• Resell, redistribute, or sublicense the Services without authorization
• Use automated means to access the Services except through our official APIs
• Reverse engineer, decompile, or disassemble any proprietary components

We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy.

6. Intellectual Property Rights

6.1 Memvid's Rights

The Services, including the Memvid name, logo, dashboard, proprietary algorithms, and documentation (excluding open-source components), are owned by Memvid and protected by intellectual property laws. You may not use our trademarks without prior written consent.

6.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation to you.

7. User Content and Data

7.1 Your Content

You retain all rights to the content you upload, store, or process through the Services ("User Content"). By using the Services, you grant us a limited license to process your User Content solely to provide the Services to you.

7.2 Local Data

Content stored in local .mv2 files on your devices remains entirely under your control. We do not access, collect, or process the contents of local memory files.

7.3 Data Responsibility

You are solely responsible for the legality, reliability, and appropriateness of your User Content. You represent that you have all necessary rights to upload and process your User Content through the Services.

7.4 Backup

While we implement reasonable measures to protect data stored in our cloud services, you are responsible for maintaining backups of your User Content. We are not liable for any loss of data.

8. API Usage and Rate Limits

Access to our APIs is subject to rate limits and usage quotas based on your subscription plan. You agree to:

• Comply with all documented API usage guidelines
• Not exceed your plan's rate limits or quotas
• Implement appropriate error handling and retry logic
• Not share API keys or access tokens
• Keep API keys confidential and rotate them regularly

We reserve the right to throttle or suspend API access for accounts that exceed their limits or abuse the Services.

9. Open Source Components

Memvid Core and certain other components are released under open-source licenses (primarily Apache 2.0). Your use of open-source components is governed by their respective licenses, which may be found at:

• github.com/memvid/memvid

Open-source components are provided "as is" without warranties. The commercial Services (dashboard, cloud features, enterprise support) are subject to these Terms.

10. Third-Party Services

The Services may integrate with or link to third-party services (e.g., OpenAI, cloud providers, payment processors). Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for the content, policies, or practices of third-party services.

11. Service Availability and Support

11.1 Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

11.2 Support

Support is provided according to your subscription plan:

• Free: Community support via Discord and GitHub
• Pro: Email support with 48-hour response time
• Team: Priority email support with 24-hour response time
• Enterprise: Dedicated support with SLA guarantees

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or secure. We do not warrant that any defects will be corrected or that the Services will meet your requirements.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMVID SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

Our total liability for any claims arising from or related to the Services shall not exceed the amount you paid us in the twelve (12) months preceding the claim, or $100, whichever is greater.

14. Indemnification

You agree to indemnify, defend, and hold harmless Memvid and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your User Content
• Your violation of any third-party rights

15. Termination

15.1 Termination by You

You may terminate your account at any time through your account settings or by contacting support.

15.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, including for violation of these Terms.

15.3 Effect of Termination

Upon termination, your right to use the Services immediately ceases. You may request export of your data within 30 days of termination. After 30 days, we may delete your data.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved in the state or federal courts located in Tennessee.

17. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. For significant changes, we may also send you an email notification.

Your continued use of the Services after any changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services.

18. Contact Information

For questions about these Terms of Service, please contact us: