Terms of Service

This Terms of Service Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, "Customer", "you", or "your") and MnemoShare LLC ("MnemoShare", "we", "us", or "our") for the use of MnemoShare software, services, and related documentation (collectively, the "Service").

1. Definitions

• "Authorized Users" means individuals authorized by Customer to access and use the Service under the Customer's subscription.
• "Capabilities" means the features and limits associated with the Customer's subscription tier, including but not limited to Partner Organization limits, Deployment limits, audit retention periods, and access to specific features such as SSO, SIEM export, or hardware-backed identity.
• "Confidential Information" means any non-public information disclosed by either party, including but not limited to business plans, customer data, technical data, product plans, and financial information.
• "Customer Data" means all data, files, and information uploaded, transmitted, or stored through the Service by Customer or its Authorized Users.
• "Deployment" means a single installation of the MnemoShare server software in a production, staging, or development environment.
• "Documentation" means the user guides, installation guides, and other technical documentation provided by MnemoShare.
• "License Key" means the unique identifier issued to Customer upon purchase that activates and validates the Service.
• "Partner Organization" means an external organization with which Customer exchanges data through the Service.
• "Subscription Term" means the period during which Customer has paid for access to the Service.

2. License Grant

2.1 Scope of License

Subject to the terms of this Agreement and payment of all applicable fees, MnemoShare grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to:

• Install and run the MnemoShare server software on Customer's infrastructure or approved cloud environments;
• Allow Authorized Users to access and use the Service;
• Create Deployments up to the limit specified in the purchased subscription tier;
• Exchange data with Partner Organizations up to the limit specified in the purchased subscription tier;
• Use the Documentation solely in connection with permitted use of the Service.

2.2 Subscription Tiers

The Service is offered in the following tiers:

2.3 Restrictions

Customer shall not:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service;
• Sublicense, lease, rent, loan, transfer, or distribute the Service to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use the Service to provide services to third parties (service bureau, time-sharing, or similar) without a separate reseller agreement;
• Use the Service in violation of any applicable laws, regulations, or third-party rights;
• Attempt to circumvent license validation, Partner Organization limits, Deployment limits, or Capability restrictions;
• Share License Keys with unauthorized parties or use License Keys from unauthorized sources;
• Operate the Service on versions below the minimum required version when specified by MnemoShare for security or compatibility reasons.

3. Customer Data and Privacy

3.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. MnemoShare acquires no rights in Customer Data except as necessary to provide the Service.

3.2 Data Processing

The Service is designed for self-hosted deployment. Customer Data is stored on Customer's own infrastructure or Customer-controlled cloud resources. MnemoShare does not have access to Customer Data except:

• License validation requests (License Key, deployment ID, version number);
• When Customer explicitly requests support and grants access;
• Aggregated, anonymized usage statistics (opt-out available).

3.3 Security

The Service includes security features designed to protect Customer Data, including AES-256-GCM encryption, multi-factor authentication, and comprehensive audit logging. Customer is responsible for:

• Properly configuring and securing their deployment;
• Managing user access and permissions;
• Maintaining secure storage configurations (S3, MongoDB);
• Implementing appropriate backup and disaster recovery procedures.

3.4 HIPAA Compliance

For Customers subject to HIPAA, MnemoShare will execute a Business Associate Agreement (BAA) upon request. The BAA defines the parties' respective obligations regarding Protected Health Information (PHI).

4. Payment Terms

4.1 Fees

Customer agrees to pay all fees for the subscription tier selected at checkout. All fees are quoted and payable in United States Dollars (USD) and are non-refundable except as expressly provided in this Agreement.

4.2 Billing Cycle and Renewal

Pilot licenses are one-time purchases valid for the purchased term (annual or quarterly). Pilot licenses do not auto-renew; Customers must repurchase to continue using the Service after the term expires.

Governed, Enterprise, and Regulated subscriptions are billed in advance and auto-renew at the end of each billing period (annual or quarterly) unless Customer cancels at least thirty (30) days prior to the renewal date.

4.3 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for payment of all such taxes, excluding taxes based on MnemoShare's income.

4.4 Late Payment

Overdue amounts bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. MnemoShare may suspend Customer's access to the Service if payment is more than thirty (30) days overdue.

4.5 Refund Policy for Annual Subscriptions

Refunds for early cancellation of annual subscriptions are calculated according to the following schedule:

Example: If a Customer on an annual Governed plan ($36,000/year) cancels on day 2 of month 4, they have used 4 months, leaving 8 months remaining. The usage falls in the 3-6 month bracket (75% refund rate). The refund calculation is:

• Remaining value: 8/12 × $36,000 = $24,000
• Refund amount: $24,000 × 75% = $18,000

Quarterly subscriptions are not eligible for prorated refunds. Customers may cancel at any time, and the subscription will remain active until the end of the current billing period.

4.6 Subscription Upgrades and Downgrades

Customers may upgrade or downgrade their subscription tier at any time. For annual subscriptions:

• Upgrades: The remaining value of the current subscription (subject to the refund schedule in Section 4.5) is applied as credit toward the new tier. Any balance due is charged immediately, and the new tier takes effect immediately.
• Downgrades: The remaining value of the current subscription (subject to the refund schedule) is compared to the cost of the remaining period on the new tier. Any positive difference may be refunded or applied as account credit at MnemoShare's discretion.

For quarterly subscriptions, tier changes take effect at the next billing cycle.

5. Term and Termination

5.1 Term

This Agreement is effective upon Customer's acceptance (by purchase or installation) and continues for the duration of the Subscription Term, unless earlier terminated.

5.2 Termination for Convenience

Customer may terminate this Agreement at any time by discontinuing use of the Service and destroying all copies of the software. Refunds for early termination of annual subscriptions are subject to the Refund Policy described in Section 4.5.

5.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice;
• The other party becomes insolvent, files for bankruptcy, or ceases business operations.

5.4 Effect of Termination

Upon termination:

• All licenses granted hereunder immediately terminate;
• Customer must cease all use of the Service and destroy all copies;
• Customer may export their Customer Data prior to termination;
• Sections 3, 6, 7, 8, 9, and 10 survive termination.

6. Intellectual Property

6.1 MnemoShare IP

The Service, including all software, Documentation, designs, algorithms, and know-how, is the exclusive property of MnemoShare and its licensors. This Agreement grants no title or ownership rights in the Service to Customer.

6.2 Feedback

If Customer provides suggestions, ideas, or feedback about the Service ("Feedback"), MnemoShare may use such Feedback without obligation or compensation to Customer.

7. Warranties and Disclaimers

7.1 Limited Warranty

MnemoShare warrants that during the Subscription Term, the Service will perform substantially in accordance with the Documentation. MnemoShare's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity or, if correction is not commercially practicable, to refund prepaid fees for the remainder of the Subscription Term.

7.2 Disclaimer

7.3 No Guarantee

MnemoShare does not warrant that the Service will be uninterrupted, error-free, or completely secure. Customer acknowledges that no data transmission or storage system can be guaranteed to be 100% secure.

8. Limitation of Liability

8.1 Exclusion of Damages

8.2 Liability Cap

8.3 Basis of Bargain

The limitations and exclusions in this Section 8 reflect the allocation of risk between the parties and form an essential basis of the bargain between them.

9. Indemnification

9.1 By MnemoShare

MnemoShare will defend, indemnify, and hold harmless Customer from any third-party claim that the Service infringes such third party's intellectual property rights, provided Customer: (a) promptly notifies MnemoShare in writing; (b) grants MnemoShare sole control of the defense and settlement; and (c) provides reasonable cooperation.

9.2 By Customer

Customer will defend, indemnify, and hold harmless MnemoShare from any third-party claim arising from: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data; or (c) Customer's violation of applicable law.

10. General Provisions

10.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Delaware.

10.2 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations (EAR) and ITAR where applicable.

10.3 Assignment

Customer may not assign this Agreement without MnemoShare's prior written consent. MnemoShare may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.4 Notices

Notices must be in writing and sent to the addresses provided at time of purchase (for Customer) or to legal@mnemoshare.com (for MnemoShare). Email notices are effective upon confirmed delivery.

10.5 Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

10.6 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Entire Agreement

This Agreement, together with any order forms, BAAs, or other documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

10.8 Amendments

MnemoShare may update this Agreement from time to time. Material changes will be notified at least thirty (30) days in advance. Continued use of the Service after such notice constitutes acceptance of the updated terms.

10.9 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, or government actions.