memeri

Memeri Terms of Service

Effective date: 15 June 2026 Last updated: 24 June 2026

These Terms of Service ("Terms") are an agreement between you and Memeri Ltd ("Memeri", "we", "us"), the company behind Memeri (memeri.ai). They govern your use of the Memeri web application, the MCP gateway, the local console software, our CLI tooling, and related services (together, the "Service").

We've tried to write these Terms so a developer can actually read them. Each section starts with a plain-language summary in a quote block. The summaries are for convenience — the full text is what's binding.

By creating an account or using the Service, you agree to these Terms. If you don't agree, don't use the Service.

1. What Memeri is (and isn't)

Plain English: Memeri is a persistent workspace around AI coding agents you bring yourself. Your agents run on your machine, under your accounts with AI providers like Anthropic or OpenAI. We store your project memory and coordination data so your agents can pick up where they left off. We are not an AI model provider and we don't resell AI output.

1.1. The Service. Memeri is a persistent AI workspace for software development. It lets AI coding agents that you operate (for example Claude Code, a Custom GPT, or Codex) connect to a shared project workspace via our gateway, and it stores project context server-side — things like project memory, workflows and jobs, decisions, work logs, conversation context, and telemetry about agent tool calls — so that work can persist across sessions.

1.2. Bring-your-own AI. Memeri does not provide, host, or resell large language models or their output. Your AI agents run under your own accounts, subscriptions, or API keys with third-party AI providers ("AI Providers", e.g. Anthropic, OpenAI). Your relationship with an AI Provider — including billing, usage limits, acceptable use, and the provider's data retention and training policies — is governed by that provider's terms, not these Terms. You are responsible for complying with your AI Providers' terms when using them with Memeri.

1.3. Local execution. A core part of the Service runs on your machine: the Memeri console and CLI let agents read and write files, run terminal commands, and use git on your computer, with your operating-system privileges. Memeri hosts the coordination surface; your machine runs the work. Section 5 covers what this means for responsibility.

1.4. Not a backup service, not a code host. Memeri stores project context, not your repository. Do not rely on Memeri as the system of record for your source code or as a backup of anything.

2. Beta status

Plain English: Memeri is a private beta. It will change, it will break, and it has known rough edges. It's an early-access paid subscription, not a finished product — don't bet anything irreplaceable on it.

2.1. Private beta. The Service is currently offered as a pre-release private beta. Features may change, break, or be removed without notice. Interfaces, APIs, MCP tools, and data formats are not stable.

2.2. Fees and subscription. The Service is offered on a paid subscription — currently a single "Memeri Pro" plan at £19/month (an "Early Access" rate; see our Pricing page and the Refund & Cancellation Policy). When you subscribe, your subscription is processed by our payment provider, Paddle, which acts as Merchant of Record (see Section 2.7), and it renews automatically each month until you cancel. You may cancel at any time from your billing portal, effective at the end of your current paid period, and we offer a 14-day money-back guarantee on your initial purchase. We may add, change, or remove plans and pricing in future (Section 13); where we have committed an Early Access rate to you, Section 2.6 governs how that rate can change. Prices shown to consumers are inclusive of UK/EU VAT where it applies; Paddle calculates, collects, and remits any applicable taxes at checkout, and the final amount and tax treatment shown at checkout apply.

2.3. No SLA. During the beta we make no commitments about uptime, availability, support response times, data durability, or backwards compatibility.

2.4. Beta data. We may need to reset, migrate, or restructure stored data during the beta. We'll try to avoid losing your data, but you should not store anything in Memeri that you can't afford to lose or that doesn't also exist somewhere else. Maintain your own backups of your code and anything important.

2.5. Feedback. If you give us feedback, ideas, or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you. (Feedback about the product is different from your project content — see Section 4; we don't take ownership of your code or project data.)

2.6. Early Access rate. If you subscribe at an "Early Access" rate, we will not increase that rate for as long as your subscription remains active and continuous. We may set different pricing for new members or on general availability, and we will give you at least 30 days' notice of any change to your rate. This Section is an exception to Section 13's general right to change these Terms, to the extent it concerns your subscription price. A lapse or cancellation of your subscription ends the Early Access rate; re-subscribing is at the then-current price.

2.7. Payments and Merchant of Record. When you purchase a paid subscription to the Service, your purchase is processed by Paddle.com Market Ltd ("Paddle"), which acts as the Merchant of Record and authorised reseller for that purchase. This means you buy the subscription from Paddle, while the Service itself is provided and licensed to you by Memeri under these Terms. As Merchant of Record, Paddle is responsible for processing your payment, issuing invoices and receipts, and determining, collecting, and remitting any applicable taxes (such as VAT or sales tax), and it handles billing and the payment-related aspects of refunds. Your purchase is also subject to Paddle's Checkout Buyer Terms and Paddle's Refund Policy — which you may be asked to accept at checkout — alongside our own Refund & Cancellation Policy. Paddle acts as an independent data controller for the payment and transaction data it processes to complete your purchase; see Paddle's privacy notice and Section 6 of our Privacy Policy.

3. Your account

Plain English: Be truthful at signup, keep your tokens secret, and tell us if something's compromised. You're responsible for what happens under your credentials.

3.1. Eligibility. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for software developers and is not directed at children.

3.2. Account information. You agree to provide accurate registration information (including a working email address, which we verify) and to keep it up to date.

3.3. Credentials. Your account uses several credentials: your password, browser session tokens, a long-lived connection token used by your agents to authenticate to the gateway, and optionally gateway API keys. You are responsible for keeping all of these confidential and for all activity that occurs under them. Treat your connection token and API keys like passwords — anyone who has them can act as you, including reading your project memory and, where you've enabled it, reaching your machine through the tunnel (Section 5.3).

3.4. Compromise. If you believe any credential has been compromised, regenerate it in the app where possible and notify us promptly at security@memeri.ai.

3.5. One human per account. Accounts are for individual use. Don't share an account between people. (Multiple AI agents under one account is fine — that's the point.)

4. Your content — you own it

Plain English: Your code, your conversations, your project data: yours. We get only the narrow license we need to store it, move it where you tell us to, and show it back to you and your agents. We don't train models on your content and we don't sell it.

4.1. Definition. "Your Content" means everything you or your AI agents submit to or generate within the Service: source code and code snippets, file contents and file paths, conversation transcripts and messages, project descriptions, workflows, jobs, decisions, notes, specs, work logs, terminal output, git metadata, attachments, and any other material stored in your workspace.

4.2. Ownership. You own Your Content. These Terms do not transfer any intellectual-property rights in Your Content to us. As between you and Memeri, all right, title, and interest in Your Content stays with you (or your licensors). Output produced by your AI agents is governed by your agreement with the relevant AI Provider; we claim no rights in it.

4.3. License to us. You grant Memeri a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derived data from Your Content solely as needed to provide, secure, operate, and maintain the Service for you — for example: storing project memory, computing search embeddings, relaying tunnel traffic between your agents and your machine, generating activity feeds and telemetry views, sending Your Content to recipients you direct (such as your own AI agents and AI Providers), and making backups. This license ends when Your Content is deleted from our systems (subject to Section 9.4 on backup persistence), except where we are legally required to retain it. For the avoidance of doubt, "operate and maintain" does not include analysing Your Content to develop or improve our products or models; any improvement to the Service is based on aggregate operational metrics and your feedback, not the substance of Your Content.

4.4. No training, no resale. We do not use Your Content to train machine-learning models, and we do not sell Your Content or AI output derived from it. (Note for clarity: when your agents process Your Content, your AI Provider's own retention and training policies apply — see Section 6.2.)

4.5. Your responsibilities for Your Content. You represent that you have the rights needed to submit Your Content to the Service and to grant the license above. This matters in two specific ways:     (a) Other people's code and data. If you connect a repository or paste in material containing other people's information (for example, git commit author names and emails, customer data inside a codebase, or a teammate's code), you are responsible for having a lawful basis to do so.     (b) Secrets. Don't put credentials, API keys, or other secrets into project memory, conversations, or tool calls if you can avoid it. The Service stores work context verbatim in many places; treat anything you or your agents type or output as potentially persisted.

4.6. Our content. The Service itself — software, design, documentation, branding — belongs to Memeri and its licensors. We grant you a limited, non-exclusive, non-transferable license to use it as provided, for as long as these Terms are in effect. Don't copy, resell, or white-label the Service.

4.7. Infringement complaints. If you believe content stored in the Service infringes your intellectual-property rights, notify us at legal@memeri.ai with enough detail to identify the material and your rights. We may remove or disable access to allegedly infringing material and may suspend or terminate repeat infringers.

5. AI agents, your machine, and the tunnel

Plain English: This is the most important section. AI agents connected through Memeri can read files, write files, and run commands on your computer. They act on your instructions, under your supervision, with your operating-system permissions. You are responsible for what they do. Agent-to-machine traffic passes through our relay infrastructure and is not end-to-end encrypted.

5.1. Agents act for you. AI agents connected to the Service operate under your account, on your instructions, and (when using the local console/CLI) on your machine with your privileges. For the purposes of these Terms, actions taken by your agents are your actions. You are responsible for:     (a) the instructions and prompts you give your agents;     (b) supervising what your agents do, including reviewing commands, file changes, and code before relying on them;     (c) the consequences of agent actions on your machine, your repositories, your deployments, and any third-party systems your machine can reach; and     (d) configuring appropriate safeguards (approval prompts, scoped directories, version control, backups) before letting agents run with reduced supervision.

5.2. AI output is not warranted. AI agents make mistakes: they can write incorrect or insecure code, delete or overwrite files, run destructive commands, misinterpret instructions, and produce confident nonsense. Memeri does not control, review, or warrant the output or behavior of AI agents or AI Providers. We are not liable for what your agents do or produce. Review AI-generated code and actions as you would an unvetted contributor's.

5.3. The tunnel and relay. When your agents interact with your machine remotely, traffic (including file contents, terminal commands and output, and git data) is relayed through Memeri's hosted infrastructure. This traffic is encrypted in transit (TLS) but is not end-to-end encrypted between your agent and your machine — it transits our servers. In addition, certain file operations may fall back to server-side storage when no tunnel to your machine is available. Details are in the Privacy Policy. If this model doesn't fit your threat model or your employer's policies, don't connect machines or repositories that are subject to stricter requirements.

5.4. Server-side context storage. Although execution is local, substantial project context is stored on our servers — including conversation transcripts, work-log evidence (such as git diffs and commands run), file paths, decisions, and tool-call telemetry. The Privacy Policy describes this in detail; by using the Service you acknowledge this server-side storage.

5.5. Local software and configuration. Installing the Memeri console/CLI may modify local configuration (for example, installing a session hook into your AI agent's settings to enable conversation binding). The local software stores transcripts and layout data on your machine under your user directory. You're responsible for securing your own machine.

5.6. Your AI Provider relationships. You must use AI Providers in accordance with their terms. Memeri does not authorize, encourage, or provide means to circumvent any AI Provider's technical or contractual restrictions, and you agree not to use the Service to do so. If an AI Provider suspends or restricts your access, that is between you and them.

6. Privacy and data

Plain English: The Privacy Policy is the real document for this — read it. Short version: project context is stored server-side, your agents send data to your chosen AI provider under that provider's terms, and we use a small set of infrastructure providers.

6.1. Privacy Policy. Our Privacy Policy explains what we collect, where it goes, how long we keep it, and your rights (including under GDPR/UK-GDPR). It is incorporated into these Terms by reference.

6.2. Data flow to your AI Providers. Anything returned by a Memeri tool to your agent — file contents, diffs, project memory, terminal output — is transmitted to your chosen AI Provider and becomes subject to that provider's retention and training policies. You control which providers you connect.

6.3. Sub-processors. We use third-party infrastructure providers (e.g., hosting, transactional email) to operate the Service, as listed in the Privacy Policy.

6.4. Platform-side AI features. Memeri does not process your content using third-party AI services on its own accounts. AI features are performed by the AI agents you connect, under your own provider accounts and their terms.

6.5. Security. We use appropriate technical and organizational measures designed to protect Your Content and your account (details in the Privacy Policy). However, no service is perfectly secure, and we do not warrant that the Service is free of vulnerabilities or that Your Content cannot be accessed without authorization. Report security issues to security@memeri.ai.

7. Acceptable use

Plain English: Don't use Memeri to attack people or systems, don't attack Memeri itself, don't put illegal content in it, and don't use other people's machines or accounts without permission.

You agree not to, and not to instruct or permit your AI agents to:

7.1. Break the law — use the Service in violation of applicable law, or store or transmit content that is illegal, infringing, or that you don't have rights to.

7.2. Attack systems — use the Service (including agent-driven terminal execution) to gain or attempt unauthorized access to any system, account, or data; to develop, distribute, or deploy malware; or to conduct denial-of-service attacks, credential stuffing, or other abusive network activity. Connecting a machine to Memeri's tunnel requires that you own that machine or have explicit authorization from whoever does.

7.3. Attack the Service — probe, scan, or test the vulnerability of the Service except through coordinated disclosure to security@memeri.ai; circumvent authentication or access controls; access other users' data or workspaces; interfere with or disrupt the Service; or impose unreasonable load (we may impose rate or usage limits).

7.4. Misuse access — share, sell, or transfer your account or its credentials; scrape the Service; use the Service to build a competing product by systematic extraction; or misrepresent your affiliation with Memeri.

7.5. Violate provider terms — use the Service in a way that violates your AI Providers' terms, including any prohibition they impose on automation, resale, or circumvention of technical measures.

7.6. Harm people — use the Service to harass, defame, or violate the privacy or rights of others, including by ingesting personal data you have no lawful basis to process.

7.7. High-risk use — use the Service, or allow AI agents connected through it, to operate or develop systems where failure could lead to death, personal injury, or severe physical or environmental damage (for example: medical devices, life support, vehicle control, weapons, air traffic, or nuclear facilities). The Service is a beta developer tool that lets AI agents execute commands; it is not designed, tested, or warranted for safety-critical contexts.

We may investigate suspected violations and may suspend or terminate accounts involved (Section 9). During a private beta we'd usually rather email you first — but we don't have to.

8. Third-party services

Plain English: Stuff we don't run — your AI providers, GitHub, your own machine — is not ours and not our responsibility.

The Service interoperates with third-party services and software we don't control, including AI Providers, GitHub (if you link a repository), package CDNs, and your own hardware and operating system. Those services are governed by their own terms, and we are not responsible for them, for their availability, or for what they do with data you direct to them. A current list of third parties that receive data through the Service is in the Privacy Policy.

9. Termination and data on exit

Plain English: You can leave whenever; we can suspend or terminate, with notice where reasonable. You can export your data and delete your account yourself from Settings → Data & Privacy; deletion is a true erasure with a 30-day grace period you can cancel.

9.1. By you. You may stop using the Service and close your account at any time via the app or by emailing support@memeri.ai.

9.2. By us. We may suspend or terminate your access (a) for material breach of these Terms, (b) to comply with law, (c) to address a security risk, or (d) for any reason during the beta on 30 days' notice. Where practical, we'll give you notice and a chance to fix the problem first; for serious abuse or security risk we may act immediately.

9.3. What happens to your data. You can export your data or delete your account self-serve from Settings → Data & Privacy. Deleting deactivates your account immediately and schedules permanent erasure of your personal data and project content after a 30-day grace period, which you can cancel via the link we email you. You may also email privacy@memeri.ai to exercise these rights. We action verified requests within the timelines required by applicable law (e.g., GDPR). Note that security and audit logs are retained in anonymized form for a bounded period after erasure (see the Privacy Policy).

9.4. Backups. Deleted data may persist in routine backups for a limited period (currently approximately 14 days) before cycling out. If we ever restore from a backup (for example after a disaster), data that was previously deleted may reappear; in that case we will use reasonable efforts to re-apply verified erasure requests after the restore.

9.5. Survival. Sections that by their nature should survive termination do — including 2.5 (feedback), 4 (content ownership/license wind-down), 10–12 (disclaimers, liability, indemnity), and 14 (general).

10. Disclaimers

Plain English: Beta software, provided as-is. No promises that it works, that it's secure, or that your data won't be lost. AI output especially is on you to verify.

10.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10.2. WITHOUT LIMITING THE ABOVE, WE SPECIFICALLY DISCLAIM ANY WARRANTY REGARDING: (a) THE OUTPUT, BEHAVIOR, OR SAFETY OF AI AGENTS OR AI PROVIDERS; (b) ACTIONS TAKEN ON YOUR MACHINE BY AGENTS YOU OPERATE; (c) THE DURABILITY OR RECOVERABILITY OF DATA STORED IN THE SERVICE DURING THE BETA; AND (d) THIRD-PARTY SERVICES.

10.3. Some jurisdictions don't allow certain warranty exclusions; where that's the case, the exclusions apply to the maximum extent permitted. Nothing in these Terms affects statutory rights that cannot be waived.

11. Limitation of liability

Plain English: We're a low-priced subscription product; our liability is capped low. We're especially not liable for what AI agents do on your machine, lost data you didn't back up, or indirect damages.

11.1. No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MEMERI NOR ITS OFFICERS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OR CORRUPTED DATA, LOST CODE OR WORK PRODUCT, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

11.2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (b) GBP 100.

11.3. Agent actions. WITHOUT LIMITING SECTIONS 11.1–11.2, MEMERI IS NOT LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM ACTIONS TAKEN BY AI AGENTS OPERATING UNDER YOUR ACCOUNT OR ON YOUR MACHINE, INCLUDING FILE MODIFICATION OR DELETION, COMMANDS EXECUTED, CODE GENERATED, OR DATA TRANSMITTED TO AI PROVIDERS AT YOUR DIRECTION.

11.4. Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and gross negligence or willful misconduct.

12. Indemnity

Plain English: If your use of Memeri — including what your agents do or content you had no right to upload — gets us sued by someone else, you cover us.

You will defend and indemnify Memeri against third-party claims, and resulting liabilities, damages, and reasonable costs (including legal fees), to the extent arising from (a) Your Content, including content you lacked rights to submit; (b) actions taken by AI agents under your account or on machines you connected; (c) your violation of these Terms or of an AI Provider's terms; or (d) your violation of applicable law. We'll notify you of any such claim and may participate in the defense with our own counsel.

13. Changes to the Service and these Terms

Plain English: Beta product, things change. For meaningful changes to these Terms we'll email you and give you time before they apply. Keep using Memeri after that and the new terms apply.

13.1. Service changes. We may add, change, or remove features at any time, especially during the beta (Section 2).

13.2. Terms changes. We may update these Terms. For material changes we will give you reasonable advance notice (at least 30 days) by email to your registered address and/or in-app notice, with the new effective date. If you continue using the Service after that date, the updated Terms apply. If you don't agree, stop using the Service and close your account before the effective date. Non-material changes (clarifications, typos, new feature descriptions) may take effect on posting.

14. General

14.1. Governing law and venue. These Terms are governed by the laws of England & Wales, and disputes will be resolved in the courts of England & Wales, except where mandatory consumer-protection law gives you the right to sue or be sued in your country of residence.

14.2. Entire agreement. These Terms, plus the Privacy Policy and any beta program terms we present to you, are the entire agreement between us regarding the Service and supersede prior agreements on that subject.

14.3. Severability and waiver. If a provision is unenforceable, the rest stays in force and the provision is enforced to the maximum extent permitted. Not enforcing a provision isn't a waiver of it.

14.4. Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets, with notice to you.

14.5. Export and sanctions. You may not use the Service in violation of applicable export-control or sanctions laws.

14.6. No third-party beneficiaries. These Terms don't create rights in anyone other than you and Memeri.

14.7. Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations, once any exist) caused by events beyond its reasonable control, including outages of hosting or network providers, acts of government, natural disasters, war, or labor disputes. Either party may terminate if such an event continues for more than 60 days.

14.8. Notices. We may give you notices by email to your registered address or by in-app notice; legal notices to us must be sent to legal@memeri.ai or the postal address below. Notices by email are deemed received when sent, unless the sender receives a delivery failure.

14.9. Consumers. If you use the Service as a consumer (not in the course of a trade, business, or profession), nothing in these Terms limits mandatory consumer rights under the law of your country of residence, and the indemnity, liability, and governing-law provisions apply only to the extent permitted for consumers.

14.10. Contact.

Thanks for trying Memeri while it's still rough. If anything in these Terms seems unfair or unclear, tell us — during the beta we'd genuinely rather fix the terms than surprise you with them.