Memnox governs the AI agents your team already runs: what each one can do, what it actually did, and what you intended it to do. These terms set out what we commit to, what you are responsible for, and who answers for an automated action.
By accessing or using Memnox's services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
Memnox is a control plane for the AI agents a team already runs: an open runtime that decides whether an action proceeds, and a hosted control plane that keeps the rules and the record those decisions are made against. Our Services include:
3.1Account Creation. You must provide accurate, current, and complete information during registration, and keep your account information accurate.
3.2Security. You are responsible for maintaining the security of your account credentials and for all activity under your account. Notify us immediately of any unauthorized access.
3.3Eligibility. You must be at least 18 years old and have the legal capacity to enter into this agreement.
4.1Permitted Use. You may use the Services only for lawful purposes and in accordance with these Terms.
4.2 Prohibited Activities. You may not:
4.3Responsible Automation. Where the Services act on your team's behalf, you remain accountable for the policies, approval chains, and permissions you configure. You agree to keep a human accountable for consequential actions, to follow responsible AI practices, and to comply with applicable AI governance requirements.
5.1Your Data. You retain ownership of all data you connect to or store using the Services ("Customer Data"). You grant us the right to store, process, and transmit Customer Data solely to provide the Services. We do not use Customer Data to train models, ours or a provider's.
5.2Data Protection. We implement industry-standard security measures to protect your data, described in our security documentation. No system is completely secure, and you acknowledge the inherent risks of cloud services.
5.3Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy, incorporated here by reference.
5.4Data Location. Customer Data may be stored and processed in more than one geographic location to operate and optimize the Services.
6.1Uptime. We work to maintain high service availability but do not guarantee uninterrupted access to the Services.
6.2Maintenance. We may perform scheduled maintenance that temporarily affects availability. We will give reasonable notice where possible.
6.3Performance. While we optimize for performance, actual results vary with usage patterns, the volume and complexity of connected data, and network conditions.
7.1Fees. You agree to pay all applicable fees specified in your service plan. Fees are based on usage, storage, and the service tier you select.
7.2Payment Terms. Payments are due according to your billing cycle. Overdue amounts may result in suspension of the Services.
7.3Fee Changes. We may modify fees with 30 days' written notice. Continued use after that notice constitutes acceptance of the new fees.
7.4Taxes. You are responsible for all applicable taxes, except those based on our net income.
8.1All Sales Final. All fees paid for the Services are non-refundable. This includes subscription fees, usage-based charges, and any one-time payments.
8.2No Refunds Upon Cancellation. If you cancel your account or downgrade your plan, you will not receive a refund for fees already paid, including the unused portion of your current billing period.
8.3Service Disruptions. In the event of a disruption or outage, we may at our sole discretion offer service credits, but we are under no obligation to provide monetary refunds.
8.4Exceptions. Refunds are issued only at Memnox's sole discretion and in exceptional circumstances. Any such decision is final and sets no precedent for future requests.
9.1Our IP. Memnox retains all rights to our technology, software, and platform. These Terms grant you only a limited license to use the Services.
9.2Customer IP. You retain ownership of your intellectual property. We claim no rights to your models, algorithms, applications, or business processes.
9.3Feedback. Any feedback you give us about the Services may be used by us without restriction or compensation.
To the maximum extent permitted by law:
10.1Our total liability for any claims arising from these Terms or the Services will not exceed the amount you paid in the 12 months preceding the claim.
10.2We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data.
10.3The Services are provided "as is," without warranties of any kind, express or implied.
You agree to indemnify and hold harmless Memnox from any claims, damages, or expenses arising from your use of the Services, your violation of these Terms, or your infringement of another party's rights.
12.1By You. You may terminate your account at any time by following our account closure procedures.
12.2By Us. We may suspend or terminate your access for violations of these Terms, non-payment, or other reasonable cause, with appropriate notice.
12.3Effect of Termination. On termination, your right to use the Services ends. We will provide a reasonable period to retrieve your data, after which it may be deleted.
You agree to comply with all applicable laws, including export control laws and regulations. You represent that you are not located in a country subject to comprehensive sanctions.
We may modify these Terms by posting an updated version on our website. Material changes will be communicated with 30 days' notice. Continued use constitutes acceptance of the modified Terms.
15.1Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
15.2Dispute Resolution. Any disputes will be resolved through binding arbitration, except for claims of intellectual property infringement.
16.1Entire Agreement. These Terms constitute the entire agreement between you and Memnox regarding the Services.
16.2Severability. If any provision is found unenforceable, the rest of these Terms remains in effect.
16.3Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
16.4Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control.
For questions about these Terms or the Services, contact us at the address below.
For questions about these Terms or the Services, or to send a legal notice, contact us directly. A person reads it.
moise@memnox.com