AirMemo1. Parties; Acceptance. These Terms govern Customer's use of the AirMemo service ("Service") offered by [COMPANY LEGAL NAME], [ADDRESS/REGISTERED OFFICE], [JURISDICTION]. By enrolling a device or paying for a subscription, Customer accepts these Terms and the [DPA]. If Customer is an organization, the individual accepting binds the organization.
2. The Service. AirMemo is a governed push-and-receipt platform for AI coding agents: authorized users compose signed, scoped, expiring memos that are delivered into agent session context at sanctioned lifecycle boundaries ("next turn"), with delivery receipts and an append-only audit trail. Delivery mechanics are documented in [architecture-scaffold.md §5] and the product documentation, which are incorporated by reference and may change as the Service evolves.
3. Accounts, Devices, Authorization. (a) Customer controls who may push memos ("who-may-push") through its org's role model. (b) Each enrolled device receives a per-device credential at enrollment; Customer is responsible for devices enrolled under its account and must revoke lost/compromised devices promptly. (c) Customer must not share credentials, and must comply with the hook/installer documentation (installers append/merge into existing hook config — they never overwrite a customer's existing configuration).
4. Fees, Payment, Quotas. Pricing and tier limits are published on the pricing page (/pricing) and incorporated by reference, including pilot tiers [Team $9/agent/mo; Business pilot $19/$24/$29/agent/mo; Free ≤ 5 agents]. Fees are per-agent per-month, billed in advance via [Stripe]. Quota enforcement is technical and automated: exceeding a tier's agent or delivery limits may suspend or rate-limit Service until the Customer upgrades. No usage-based charges apply during pilot unless separately agreed.
5. Acceptable Use. Customer may not: (a) use the Service to transmit credentials, secrets, or data it lacks authority to transmit; (b) push memos that contain prompt-injection payloads or attempt to manipulate models or agents (the Service scans for and blocks such payloads); (c) interfere with or circumvent the append-only audit, signing, rate limits, or revocation controls; (d) resell or sublicense the Service except as expressly permitted. Customer is responsible for the content of memos it publishes and for compliance with [applicable law, incl. export control].
6. Security; Data Protection. Each party will maintain reasonable administrative, physical, and technical safeguards. AirMemo's controls, retention/erasure contract, and processing terms are set out in the DPA (appended) and the security whitepaper (docs/security-whitepaper.md). No uptime or availability SLA is offered during pilot unless separately agreed in writing.
7. Confidentiality. Each party will protect the other's Confidential Information (including audit data, device/agent counts, and pricing) with at least reasonable care, use it only to perform under these Terms, and not disclose it except to those who need it and bound by like obligations. This section survives termination.
8. Proprietary Rights. The Service, hook software, and documentation are owned by [COMPANY] or its licensors. The hook client is licensed under the MIT License. Customer retains all rights in its memos, content, and data. Customer grants the minimal license necessary to operate the Service (storage, queueing, delivery, audit).
9. Publicity. Customer's name, logo, and anonymized aggregate usage may be used in marketing materials upon [written consent / no consent needed, opt-out available]. Customer may opt out at any time.
10. Term, Suspension, Termination. (a) Subscriptions auto-renew monthly until canceled. (b) Either party may terminate for convenience with [30] days' written notice, or immediately for material breach uncured within [15] days, including breach of §5. (c) On termination, Customer may export its data per §11; AirMemo will complete the offboarding/erasure process per the DPA.
11. Export-on-Exit; Data Return. On termination or offboarding, Customer is entitled to an export of its audit trail, receipts, and memo content ("export-before-delete" — the erasure contract in the DPA §[6]). After export, Customer's data is hard-deleted within 30 days per the DPA; receipts and audit rows are append-only and retained only as the Customer directs under the DPA. AirMemo will charge reasonable costs for extraordinary export assistance beyond the standard export tooling.
12. Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND [COMPANY] DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Delivery depends in part on third-party agent platforms (Claude Code, Codex, Copilot, Gemini CLI) whose mechanisms AirMemo does not control; AirMemo's fail-open design ensures that any platform or network failure degrades to "memo delayed," never "agent blocked." AirMemo makes no representation that any certification (e.g., SOC 2) has been obtained; SOC 2 and SSO are deferred until enterprise-deal triggers (see whitepaper §4).
13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, [COMPANY]'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE [12] MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EXCEPT FOR: (i) BREACHES OF §5 (ACCEPTABLE USE), (ii) INDEMNITIES BELOW, OR (iii) A PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
14. Indemnification. (a) [COMPANY] will defend Customer against third-party claims alleging the Service infringes intellectual property rights, provided Customer gives prompt notice, sole control of defense, and reasonable cooperation; [COMPANY] may modify or replace the Service to avoid infringement. (b) Customer will defend [COMPANY] against third-party claims arising from Customer's memos/content or breach of §5. Each indemnifying party's obligation is subject to the other's prompt notice, control, and cooperation. IP indemnity is not offered during pilot absent separate agreement.
15. Governing Law; Disputes. These Terms are governed by the laws of [JURISDICTION], without regard to conflict-of-laws rules. Disputes will be resolved in the courts of [JURISDICTION/ARBITRATION CLAUSE — COUNSEL TO ADVISE].
16. Changes. [COMPANY] may update these Terms with [30] days' notice (email or in-product); continued use after notice constitutes acceptance. Material changes to data handling require the DPA process.
17. Miscellaneous. Entire-agreement clause; no assignment without consent (acquirer may assume); no waiver; severability; force majeure; notices to the registered address and email of record; independent contractors; [survival: §§6–9, 11, 13–15, 17].