SaaS Terms of Service

MnemoShare, Inc. — Online Self-Serve Agreement

Last Updated: July 3, 2026

PLEASE READ THESE TERMS CAREFULLY. These SaaS Terms of Service (these “Terms”) are a binding agreement between MnemoShare, Inc., a Wyoming corporation (“MnemoShare”), and the individual or entity that registers for, purchases, or uses the hosted Services (“Customer” or “you”). By clicking “I agree” (or similar), creating an account, or accessing or using the Services, you agree to these Terms as of that date (the “Effective Date”). If you accept on behalf of an entity, you represent that you are authorized to bind that entity. If you do not agree, do not use the Services.

Relationship to a signed agreement. If MnemoShare and Customer have a signed Master Services Agreement (“MSA”) covering the Services, that MSA governs and these Terms do not apply. These Terms apply to self-serve, online SaaS purchases that are not made under a signed MSA. Capitalized terms not defined here have the meanings used in MnemoShare’s standard MSA, which these Terms substantially mirror for the SaaS deployment model.

1. THE SERVICES; ACCOUNTS

1.1 Services. MnemoShare provides a hosted (SaaS) Zero Trust secure file-sharing and data-loss-prevention platform, as described in the applicable online plan and the Documentation. MnemoShare grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for Customer’s business purposes, including exchanging files and data with Customer’s authorized users, affiliates, partner organizations, and external recipients in the ordinary course of Customer’s business, subject to these Terms.

1.2 Accounts; users. Customer is responsible for all activity under its account and for its users’ compliance with these Terms. Each set of credentials and each user identity must correspond to a single, named individual; Customer will not permit sharing of credentials or use of generic, shared, or group accounts. External recipients who only receive or download files are not licensed seats. Customer will maintain accurate user information and promptly deactivate access for individuals no longer authorized.

1.3 Restrictions. Customer will not, and will not permit any third party to: (a) resell, sublicense, or provide the Services to third parties as a standalone offering or service bureau; (b) reverse engineer or attempt to derive source code except to the extent applicable law permits notwithstanding this restriction; (c) circumvent usage limits or security controls; or (d) use the Services in violation of law.

2. FEES; TERM; TRIAL

2.1 Fees. Customer will pay the fees for the plan selected at the rates published at the time of purchase. Unless stated otherwise at checkout, fees are billed in advance on the plan’s billing cycle, are non-cancelable and non-refundable, and are exclusive of taxes. Customer authorizes MnemoShare (and its payment processor) to charge Customer’s payment method for all fees.

2.2 Term; renewal. The subscription begins on the Effective Date and continues for the term shown at checkout, and automatically renews for successive periods of equal length at the then-current rates unless either Party cancels before the renewal date through the account interface or by notice.

2.3 Trial. If Customer is offered a free trial, the Services are provided during the trial “AS IS” and without warranty, and MnemoShare may modify or discontinue the trial at any time. Unless cancelled before the trial ends, the subscription converts to a paid plan at the then-current rates.

2.4 Suspension. MnemoShare may suspend the Services for non-payment of undisputed fees or for use that violates these Terms or threatens the security or integrity of the Services, limiting any suspension to the scope reasonably necessary.

3. CUSTOMER DATA; SECURITY; PRIVACY

3.1 Ownership; license. As between the Parties, Customer owns and retains all right, title, and interest in Customer Data. Customer grants MnemoShare a limited license to host, process, transmit, and display Customer Data solely as necessary to provide the Services.

3.2 Security. MnemoShare maintains an information security program with administrative, technical, and physical safeguards appropriate to the hosted Services, consistent with the Documentation. MnemoShare does not warrant that the Services will be uninterrupted or error-free or that they will detect or prevent all sensitive-data disclosures, malware, or security threats.

3.3 HIPAA. If Customer is a HIPAA covered entity or business associate and will use the Services with protected health information (PHI), Customer must execute MnemoShare’s Business Associate Agreement (BAA) before transmitting PHI. Absent an executed BAA, Customer will not use the Services to transmit PHI.

3.4 AI features. Where the Services include AI-assisted features, those features operate on Customer’s own AI provider account or API key and within Customer’s instance; Customer Data does not flow to MnemoShare for that processing. MnemoShare does not access, de-identify, or use Customer Data or PHI to train, fine-tune, or improve any model.

3.5 Operational data. MnemoShare may collect and use non-identifying operational, usage, configuration, and performance data generated by or about the operation of the Services (such as event counts, volumes, latencies, error rates, and feature-usage metrics) that does not identify Customer or any natural person and is not derived from the content of Customer Data or PHI, to operate, secure, analyze, and improve the Services.

3.6 Subprocessors. MnemoShare uses the subprocessors listed at https://mnemoshare.com/trust/subprocessors and will provide notice of changes through that page, to which Customer may subscribe.

3.7 Data export; deletion. On request made within thirty (30) days after termination, MnemoShare will make Customer Data available for export in a commercially reasonable format, after which MnemoShare may delete Customer Data, except for immutable, write-once-read-many (WORM) audit-trail and security-log records that MnemoShare is required to retain until the expiration of their applicable retention period.

3.8 Data protection; service-provider terms. To the extent Customer’s use of the Services involves personal information subject to U.S. state privacy laws or other applicable data-protection laws, MnemoShare acts as Customer’s service provider or processor and will: (a) Process such personal information only to provide the Services and on Customer’s instructions, which these Terms and Customer’s use of the Services constitute; (b) not sell or “share” such personal information, retain, use, or disclose it for any purpose other than providing the Services, or combine it with personal information from other sources, except as permitted by applicable law; and (c) where Customer requires a separate data processing addendum, MnemoShare’s Data Protection and Information Security Addendum, available on request through MnemoShare’s trust center at https://mnemoshare.com/trust, is incorporated into these Terms by reference. MnemoShare does not access, de-identify, or use Customer Data or personal information to train, fine-tune, or improve any model.

4. INTELLECTUAL PROPERTY

4.1 MnemoShare IP. MnemoShare and its licensors own and retain all right, title, and interest in the Services, software, Documentation, and all underlying technology and improvements, except for third-party and open-source components governed by their own license terms. No rights are granted except as expressly stated.

4.2 Feedback. If Customer provides feedback about the Services, Customer grants MnemoShare a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use and incorporate it without restriction. This does not grant MnemoShare any rights in Customer Data.

5. COMPLIANCE; WARRANTIES; DISCLAIMER

5.1 Compliance posture. As of the Effective Date: the Services are operated on SOC 2 compliant infrastructure (not “SOC 2 certified”); MnemoShare is in certification for HITRUST CSF r2 (not certified); the Services are not FedRAMP authorized; and HIPAA obligations are addressed through the BAA, not a general “HIPAA compliant” representation. Current certifications and reports are available through MnemoShare’s trust center at https://mnemoshare.com/trust.

5.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND MNEMOSHARE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

6.1 Cap; exclusions. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S BREACH OF CONFIDENTIALITY (EXCLUDING LOSS OF CUSTOMER DATA, WHICH REMAINS SUBJECT TO THE CAP), AND A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA; AND (b) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Liability arising from a security incident or unauthorized access to Customer Data is subject to this cap.

7. INDEMNIFICATION

7.1 By MnemoShare. MnemoShare will defend Customer against third-party claims that the Services, used as permitted, infringe a third party’s intellectual-property rights, and will indemnify Customer for amounts finally awarded or agreed, excluding claims arising from Customer Data, modifications, unapproved combinations, or misuse. MnemoShare’s liability under this Section will not exceed two (2) times the fees paid in the trailing twelve (12) months.

7.2 By Customer. Customer will indemnify, defend, and hold harmless MnemoShare and its officers, directors, employees, agents, and affiliates from third-party claims arising from Customer Data, Customer’s use of the Services in violation of these Terms or law, or the acts or omissions of Customer’s users, affiliates, partner organizations, or recipients.

8. TERM CHANGES; GENERAL

8.1 Changes to the Terms. MnemoShare may update these Terms by posting the revised Terms and, for material changes, providing reasonable notice. Continued use after the effective date of the changes constitutes acceptance. If Customer does not agree to a material change, Customer’s sole remedy is to stop using the Services and cancel.

8.2 Governing law; arbitration. These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures before a single arbitrator, seated in Wyoming. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief, and MnemoShare may bring an action to collect undisputed fees, in the courts located in Wyoming.

8.3 Class-action waiver; individual arbitration. Any dispute will be brought only on an individual basis, and not as a plaintiff or class member in any purported class, consolidated, collective, coordinated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate or join more than one person’s claims, may not preside over any form of class, collective, or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. Each Party waives any right to a jury trial. If this Section 8.3 is finally found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by the courts located in Wyoming, while all remaining claims proceed in arbitration. If twenty-five (25) or more similar demands for arbitration are asserted against MnemoShare by or with the coordination of the same or coordinated counsel, the demands will be administered in sequential batches of up to fifty (50) at a time to promote efficiency, and any applicable limitations period will be tolled for demands awaiting their batch.

8.4 Miscellaneous. These Terms, together with the applicable online order and any executed BAA, are the entire agreement for the SaaS Services and supersede prior understandings on that subject. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder remains in effect. Neither Party may assign these Terms without the other’s consent, except in connection with a merger or sale of substantially all assets. MnemoShare may use subprocessors and subcontractors as described above. Failure to enforce a provision is not a waiver.

Contact: MnemoShare, Inc., 8217 NE 127th St, Kansas City, MO 64167 · legal@mnemoshare.com