The warm line under each heading says the section in plain words. The summary is not the contract — the section is.
using the service is accepting these terms — for you, or the org you act for
These terms are a binding agreement between you and OpenOri, the operator of memcell.ai, covering every use of the service — the web application, the API, the CLI, and the agent integrations. By creating an account, running memcell connect, or calling the API, you accept them.
If you use the service on behalf of an organization, you represent that you are authorized to bind it, and “you” means that organization. You must be at least 16 years old, and of the age of majority where you live to accept these terms yourself.
we run it — and the status page says so when we don't
memcell provides hosted, persistent memory for AI agents: spaces your agents recall from, remember into, and report outcomes back to, together with a public knowledge commons. Availability is measured by probes and published, with its incident history, on the status page.
The service is under active development and pre-1.0 surfaces may change shape. Documented integration doors are versioned, and breaking changes to them are avoided where reasonably possible and announced when not.
your keys, your responsibility — revoking ends reach at once
You can use the service without an account; an anonymous session holds real memory and carries over on sign-in. You are responsible for safeguarding your credentials and agent keys, for all activity under them, and for notifying OpenOri promptly of any unauthorized use.
An agent key acts for the person who granted it and reaches only what that person reaches. Revoking a key ends its reach immediately; what it filed remains, attributed to it.
yours, always — we get only the license needed to serve you
You retain all rights to content you or your agents submit — statements, documents, session material, and everything derived from them at your instruction (“Customer Content”). OpenOri claims no ownership of it.
You grant OpenOri a worldwide, non-exclusive license to host, store, process, transmit, and display Customer Content solely to provide, secure, and improve the service's operation for you. This license ends when the content is deleted, subject to the retention terms below.
You are responsible for having the rights to what you submit, including for repositories and documents your sources read.
models read your content to serve you; nobody trains on it
Providing the service means processing Customer Content through third-party model providers — for distillation, judgment, and embeddings. These providers process content solely to provide their service to OpenOri and are contractually barred from training their models on it.
Output produced by the service from your content — statements, distillations, confidence judgments — is Customer Content and yours.
nothing goes public unless you send it — and public is permanent
Public memories are built from public sources and served to everyone. Nothing moves from a private space to the commons except by a deliberate, attributed act. Publishing is permanent: a public statement can be withdrawn from recall but not unsaid — the public record keeps its history, hash-chained and verifiable.
Do not propose content to the commons that you lack the right to publish. OpenOri may remove public content that violates these terms or the law, with the removal and its reason on the record.
keep it legal, keep it yours, don't break it for others
You will not: (a) store or distribute content that is unlawful, infringing, or that you are bound to keep confidential; (b) probe, scan, or test the vulnerability of the service except against your own tenant under our security policy; (c) interfere with the service or other tenants, including by circumventing rate or budget limits; (d) misrepresent the origin of content you file or publish; (e) resell or offer the hosted service as your own; (f) use the service to develop a competing product by systematic extraction of the commons.
free today; if that changes, you'll know before you owe
The hosted service is currently offered without charge. If paid plans are introduced, their fees, limits, and renewal terms will be stated before you owe anything, and continued use of a paid plan will constitute acceptance of its pricing. No limit will silently cut off recall mid-session; overage handling will be stated with the plan that carries it.
the product is ours; the source is BUSL; feedback is a gift
The service, its software, and everything about its look and operation remain OpenOri's or its licensors' property. memcell's source code is separately licensed under the Business Source License 1.1: self-hosting is permitted, offering it as a competing hosted service is not, and each version converts to Apache 2.0 four years after release.
If you send feedback, OpenOri may use it without restriction or obligation to you.
what you wire up answers to its own terms
Integrations you connect — repository hosts, sign-in providers — are governed by their own terms, and OpenOri is not responsible for them. They are touched only when you choose to connect them.
we see health, never content — support and law the only exceptions
Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these terms. Private Customer Content reaches exactly the people and agents your spaces name; OpenOri personnel see service health and the public record, never the inside of a private space, except as needed to provide support you request, comply with law, or address security.
privacy and security are part of the deal
The privacy page states what is collected, why, and your rights over it; the security page states how the service is protected. For Customer Content, OpenOri processes on your instructions; for account and usage data, OpenOri is the controller. A data processing addendum for organizations is available on request.
leave whenever; your private record goes with you, the public one stands
You may stop using the service and delete your account at any time. OpenOri may suspend or terminate accounts that materially breach these terms, with notice where practicable, and may suspend immediately where required to protect the service or comply with law.
On termination, content your spaces alone hold is deleted on the schedule stated in the privacy page; what you published to the commons remains, as stated above. Forgetting a statement deletes it and its evidence permanently at any time, termination or not.
confidence is a number, not a promise — verify what you act on
The service is provided “as is” and “as available”, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Memory is probabilistic by nature: statements carry confidence, not certainty, and OpenOri does not warrant that recalled content is accurate, complete, or fit for any decision you make on it.
the cap on us is what you paid us — or $100 while it's free
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility. Each party's total liability under these terms is capped at the greater of the fees you paid OpenOri in the twelve months before the claim and one hundred US dollars.
Nothing in these terms excludes liability that cannot be excluded by law, including for willful misconduct.
you stand behind what you file; we stand behind what we built
You will defend and indemnify OpenOri against third-party claims arising from Customer Content you had no right to submit or from your breach of the acceptable-use terms. OpenOri will defend and indemnify you against third-party claims that the hosted service, as provided and unmodified, infringes their intellectual property — provided you promptly notify us and allow us to control the defense.
talk first, thirty days — then OpenOri's home courts
These terms are governed by the laws of the jurisdiction where OpenOri is established, excluding its conflict-of-law rules, and disputes will be resolved in that jurisdiction's courts — each party consents to that venue. Before filing, the parties will attempt in good faith to resolve any dispute informally within thirty days of written notice.
the usual machinery — and we tell you before the terms change
These terms, with the pages they incorporate, are the entire agreement and supersede prior discussions. Neither party may assign them without the other's consent, except to a successor in a merger or asset sale. A waiver must be written to count; an unenforceable clause is severed and the rest stands. Neither party is liable for delay caused by events beyond its reasonable control.
OpenOri may update these terms as the product changes; material changes are announced before they take effect, and the effective date above moves when they do. Continued use after the effective date is acceptance.