Terms of Service

1. Acceptance of Terms

By purchasing and using Memento AI ("Service"), you agree to be bound by these Terms of Service. If you do not agree to these terms, do not use the Service.

2. Right to Refuse Service

Memento AI reserves the right to refuse service to any individual or entity, for any reason or no reason, at our sole discretion. We may terminate access at any time without obligation to explain.

3. License Grant

Upon payment, Memento AI grants you a non-exclusive, non-transferable, revocable license to use the software according to your selected pricing tier:

• Pro ($1,000/month): Single user, MCP control layer, agent orchestration
• Max ($5,000/month): Single user, full RAG system, self-learning, psychology engine
• Enterprise: Custom pricing, multi-user, cross-team capabilities

Licenses are cryptographically bound to a single machine via TPM 2.0 and cannot be transferred without a formal deactivation and reissue process.

4. Payment Terms

• Payment is required upfront. No free trials are available.
• Subscriptions renew automatically every 30 days.
• All payments are processed securely through Stripe.
• Prices are in USD and exclude applicable taxes.

5. Refund Policy

All sales are final. See our Refund Policy for exceptional circumstances.

6. Prohibited Uses

You agree not to:

• Share your license key with unauthorized users
• Reverse engineer, decompile, disassemble, or otherwise attempt to extract source code from Memento
• Use the Service to create, develop, or contribute to any product or service that competes with Memento
• Use the Service to cause harm to any person, organization, or system
• Use the Service for illegal or malicious purposes
• Circumvent TPM hardware binding or license enforcement mechanisms
• Attempt to access other users' data or accounts

Violation of any prohibited use constitutes immediate grounds for termination without refund.

7. Non-Competition

You may not use Memento, its outputs, or knowledge gained from its operation to build, design, or contribute to any product or service that competes with Memento AI. This restriction applies during your subscription and for 12 months after termination.

8. Intellectual Property

All code generated by your frontier model while using Memento belongs to you. However, the Memento AI software, agents, protocols, intelligence systems, rules, MCP tools, and all underlying technology remain the exclusive property of Memento AI Inc. No license to Memento's intellectual property is granted beyond the right to use the Service as intended.

9. Your Code

Memento operates entirely on your local machine. Your source code is never transmitted to our servers. We have no access to, knowledge of, or interest in your source code. See our Privacy Policy for details.

10. Data Privacy

We take your privacy seriously. The only data transmitted to our servers is:

• License validation requests
• API usage counts (no content)

11. Service Level

• Pro: Community support, best effort uptime
• Max: 48-hour email support, 99% uptime SLA
• Enterprise: 4-hour priority support, 99.9% uptime SLA

12. Limitation of Liability

Memento AI shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use or inability to use the Service. Our total liability shall not exceed the amount paid by you in the 12 months preceding the claim.

13. Disclaimer of Warranties

The Service is provided "as is" without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

14. Termination

Either party may terminate this agreement at any time. Memento AI may terminate your access immediately and without notice for violation of these terms. Upon termination:

• Your license to use Memento AI expires immediately
• No refunds for partial months or remaining subscription periods
• You retain ownership of all code generated by your frontier model
• The non-competition clause survives termination for 12 months

15. Modifications

We reserve the right to modify these terms at any time. Continued use of the Service after changes constitutes acceptance of the new terms. Material changes will be communicated via email with 30 days notice.

16. Governing Law

These terms are governed by and construed in accordance with the laws of the State of Utah, United States, without regard to conflict of law principles.

17. Venue and Jurisdiction

Any dispute, claim, or controversy arising out of or relating to these terms or the Service shall be brought exclusively in the state or federal courts located in the State of Utah. You irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objection based on inconvenient forum or lack of jurisdiction. No exceptions.

18. Severability

If any provision of these terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement between you and Memento AI regarding the Service.

20. Contact Information

For questions about these Terms of Service:

Email: [email protected]