MemNexus Master Service Agreement
Document ID: LEGAL-001 Last updated: 2026-04-08 Status: DRAFT -- Pending legal review
STATUS: DRAFT -- Pending legal review. This template is not yet finalized for customer execution. Contact [email protected] for enterprise agreements.
1. Definitions
"Agreement" means this Master Service Agreement, including all exhibits, schedules, and order forms incorporated by reference.
"Customer" means the entity identified in the applicable Order Form that is purchasing access to the Service.
"Customer Data" means all data, content, and information submitted to the Service by Customer or its Authorized Users, including memories, extracted knowledge (entities, facts, patterns, topics), conversations, and user profile information.
"Authorized User" means an individual authorized by Customer to access the Service under Customer's account or organization.
"Service" means the MemNexus AI memory management platform, including the API, CLI, customer portal, and MCP server, as described in the applicable Order Form.
"Confidential Information" means any information disclosed by either party that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, Customer Data, technical specifications, pricing, and business plans.
"Documentation" means the technical documentation, API reference, and user guides made available by MemNexus for the Service.
"Order Form" means a mutually executed document that references this Agreement and specifies the Service plan, term, fees, and any additional terms.
"Effective Date" means [EFFECTIVE DATE].
2. Service Description and Scope
2.1 Service Provision
MemNexus will provide the Service as described in the applicable Order Form and Documentation. The Service includes AI memory management capabilities: storage, retrieval, search, knowledge extraction, and team collaboration features.
2.2 Service Level
Service availability targets are defined in the MemNexus Service Level Agreement (see service-level-agreement.md, OPS-001). [SLA CREDITS AND REMEDIES TO BE NEGOTIATED PER CUSTOMER].
2.3 Support
MemNexus will provide support in accordance with the support tier specified in the Order Form. [SUPPORT TIERS AND RESPONSE TIMES TO BE DEFINED].
2.4 Updates
MemNexus may update the Service from time to time. Updates will not materially reduce the functionality available to Customer during the Term. Material changes will be communicated with at least 30 days' notice.
3. Term and Termination
3.1 Term
This Agreement is effective as of the Effective Date and continues for an initial term of [INITIAL TERM -- TYPICALLY 12 MONTHS] ("Initial Term"). After the Initial Term, the Agreement will automatically renew for successive [RENEWAL TERM -- TYPICALLY 12 MONTHS] periods ("Renewal Terms") unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
3.2 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 30 days of receiving written notice of the breach; or
- The other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.
3.3 Termination for Convenience
Either party may terminate this Agreement for convenience by providing [30/60/90] days' written notice to the other party. [EARLY TERMINATION FEE TERMS TO BE NEGOTIATED].
3.4 Effect of Termination
Upon termination or expiration:
- Customer's access to the Service will end at the conclusion of the notice period or current term.
- Customer may export all Customer Data for [30] days following termination via the self-service export functionality (see data-retention-policy.md).
- After the export period, Customer Data will be deleted in accordance with the Data Retention and Deletion Policy.
- Sections that by their nature should survive termination (Confidentiality, Limitation of Liability, Indemnification, General Provisions) will survive.
4. Fees and Payment
4.1 Fees
Customer will pay the fees specified in the applicable Order Form. Fees are based on the Service plan and number of Authorized Users, as set forth in the Order Form.
4.2 Billing
Fees are billed [MONTHLY/ANNUALLY] in arrears via Stripe at the end of each billing cycle, after consumption. Customer will provide valid payment information and authorize recurring charges.
4.3 Payment Terms
Invoices are due within [NET-30] days of the invoice date. For customers on enterprise billing, invoices will be issued via Stripe or [ALTERNATIVE INVOICING METHOD TO BE AGREED].
4.4 Taxes
Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all applicable taxes, excluding taxes based on MemNexus's net income.
4.5 Fee Changes
MemNexus may adjust fees upon renewal by providing at least [60] days' written notice before the start of a Renewal Term. Fee changes do not apply during the current term.
5. Data Protection
5.1 Customer Data Ownership
Customer retains all right, title, and interest in Customer Data. MemNexus does not acquire any ownership rights in Customer Data.
5.2 Data Processing
MemNexus will process Customer Data only as necessary to provide the Service and in accordance with the Data Processing Agreement (see data-processing-agreement-template.md, LEGAL-002), which is incorporated by reference as an exhibit to this Agreement.
5.3 Security
MemNexus will maintain administrative, technical, and organizational security measures as described in the MemNexus Security Practices document (see security-practices.md). These measures include field-level AES-256-GCM-SIV encryption at rest, TLS 1.2+ in transit, RBAC, and audit logging.
5.4 Subprocessors
MemNexus uses third-party subprocessors as listed in the MemNexus Subprocessor List (see subprocessors.md). Customer will be notified at least 30 days in advance of any new subprocessor.
6. Confidentiality
6.1 Obligations
Each party will: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (b) not disclose Confidential Information to any third party except as necessary to perform obligations under this Agreement.
6.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.
6.3 Compelled Disclosure
If a party is compelled by law to disclose Confidential Information, it will provide the other party with prior notice (to the extent legally permitted) and cooperate in seeking a protective order.
7. Intellectual Property
7.1 Customer Data
Customer retains all intellectual property rights in Customer Data. MemNexus's use of Customer Data is limited to providing and improving the Service.
7.2 Service
MemNexus retains all intellectual property rights in the Service, including software, algorithms, documentation, and all improvements thereto. Nothing in this Agreement grants Customer any rights in MemNexus's intellectual property except the limited right to use the Service during the Term.
7.3 Feedback
If Customer provides suggestions or feedback regarding the Service, MemNexus may use such feedback without restriction or obligation.
8. Warranties and Disclaimers
8.1 Mutual Warranties
Each party represents and warrants that: (a) it has the authority to enter into this Agreement; and (b) its performance will not violate any applicable law or regulation.
8.2 Service Warranty
MemNexus warrants that the Service will materially conform to the Documentation during the Term. Customer's sole remedy for breach of this warranty is re-performance of the nonconforming Service or, if MemNexus cannot cure the nonconformance within [30] days, termination of the affected Order Form and a pro-rata refund of prepaid fees.
8.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS." MEMNEXUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEMNEXUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
8.4 AI-Generated Content
Customer acknowledges that the Service uses artificial intelligence to extract knowledge (entities, facts, patterns) from Customer Data. MemNexus does not warrant the accuracy, completeness, or reliability of AI-generated extractions.
9. Limitation of Liability
9.1 Cap
EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE [12] MONTHS PRECEDING THE CLAIM.
9.2 Exclusion of Consequential Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY.
9.3 Exceptions
The limitations in this Section 9 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 10; or (c) liability arising from willful misconduct or gross negligence.
10. Indemnification
10.1 By MemNexus
MemNexus will defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer's authorized use of the Service infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts.
10.2 By Customer
Customer will defend, indemnify, and hold harmless MemNexus from third-party claims arising from: (a) Customer Data; (b) Customer's violation of applicable law; or (c) Customer's breach of the Acceptable Use Policy (see acceptable-use-policy.md, LEGAL-006).
10.3 Procedure
The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.
11. General Provisions
11.1 Governing Law
This Agreement will be governed by the laws of [GOVERNING LAW JURISDICTION TO BE DETERMINED], without regard to conflict of laws principles.
11.2 Dispute Resolution
[DISPUTE RESOLUTION MECHANISM TO BE DETERMINED -- e.g., arbitration, mediation, or court jurisdiction].
11.3 Assignment
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.4 Notices
Notices under this Agreement will be in writing and sent to the addresses specified in the Order Form. Notices to MemNexus may also be sent to [email protected].
11.5 Amendment
This Agreement may only be amended by a written instrument signed by both parties.
11.6 Waiver
Failure to enforce any provision of this Agreement does not constitute a waiver of that provision.
11.7 Severability
If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect.
11.8 Entire Agreement
This Agreement, together with all Order Forms, exhibits, and the documents incorporated by reference (DPA, SLA, Security Practices, Subprocessor List, Acceptable Use Policy), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
11.9 Force Majeure
Neither party will be liable for failure to perform obligations due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, or widespread internet or infrastructure failures.
Exhibits
The following documents are incorporated by reference:
| Exhibit | Document | Reference | |---|---|---| | A | Data Processing Agreement | LEGAL-002 | | B | Service Level Agreement | OPS-001 | | C | Security Practices | security-practices.md | | D | Subprocessor List | subprocessors.md | | E | Acceptable Use Policy | LEGAL-006 | | F | Data Retention and Deletion Policy | data-retention-policy.md |
Signatures
| | MemNexus | Customer | |---|---|---| | Name | [NAME] | [NAME] | | Title | [TITLE] | [TITLE] | | Date | [DATE] | [DATE] | | Signature | _________________________ | _________________________ |
Contact: [email protected]