Memmy Terms of Service

Last Updated: 2026-06-16

Effective Date: 2026-06-16

1. Scope and Acceptance of the Agreement

1.1 These Memmy Terms of Service (this "Agreement") constitute an agreement between you (the "User" or "you") and the operating entity of Memmy ("we," "us" or "our") regarding your download, installation, registration, login and use of the Memmy desktop client software and its related services ("Memmy" or the "Service").

1.2 Before you first use the Service, please carefully read and fully understand all the contents of this Agreement, and in particular the provisions in bold that exclude or limit liability, the provisions on dispute resolution and governing law, and the provisions concerning data processing and automated execution.

1.3 When you check/click "Agree," complete registration or login, or otherwise actually use the Service, you represent that you have read, understood and agreed to be bound by all the terms of this Agreement. If you do not agree with any part of this Agreement, please do not register, log in or use the Service.

1.4 If you are under 18 years of age, or are a person with no or limited capacity for civil conduct, please read this Agreement accompanied by your guardian and use the Service only after obtaining your guardian's consent (see Article 13 for details).

2. Definitions

For ease of understanding, the following terms in this Agreement have the meanings set out below:

2.1 Software: the Memmy desktop client and its subsequent updates and upgraded versions.

2.2 Mainland China Edition / Overseas Edition: the versions of the Software that we release for different regions; the release edition is determined at build time, and the two may differ in aspects such as registration and login methods (see Article 4 for details).

2.3 Platform Token: a unit of credit used to meter your use, within the Service, of the platform-provided large language model, vector model and similar capabilities; it is solely a service-metering unit and has no monetary value (see Article 6 for details).

2.4 Bring-Your-Own API Key Mode (Mode A): the mode in which the User configures the User's own API Key for large language models, vector models and the like, and may use the Software without registration.

2.5 Registered Account Mode (Mode B): the mode in which the User registers and uses a Memmy account. After registering an account, you may use the various platform services we offer to registered users; among these, the platform large language model, vector model and similar services are metered in Platform Tokens and are one of the services currently offered to registered users.

2.6 Platform Services: the collective term for the various online services we offer to registered users (currently primarily platform large language model, vector model and similar services; in the future, other services may be added, adjusted, or provided differentially to different users).

2.7 Complimentary Tokens (Promotional Activities): promotional activities that we conduct from time to time to grant, free of charge, a certain amount of Platform Token credits to eligible users; such activities are independent of account registration itself, and the rules may be adjusted or terminated by us (see Article 6 for details).

2.8 Memory Collection: the process by which the Software, after authorization by the User, reads on the User's local device the persisted conversation content of other Agents (such as Cursor, Codex, Claude Code, etc.) and distills it into structured memories.

2.9 Memory Injection: the process by which the Software, after authorization by the User, returns memories to the working environment of other Agents through means such as plug-ins, the command line, or writing Skills into configuration files.

2.10 Improvement Program: an optional program under which, after the User proactively enables it, the Software reports usage-related data to us in order to help us improve our products and train our models (see Article 9 and the Memmy Data Use and Privacy Notice for details).

2.11 Large Language Model / Vector Model and Similar Suppliers: the third parties that provide invocation services for large language models, multimodal large models, vector models and the like for the Service, or our model proxy service.

2.12 Essential Data for Basic Services: the data that must be collected to ensure the proper operation of the core functions of the Service, including account information, device information, service operation logs, and the structured memory data necessary for the cross-Agent memory features.

2.13 Training-Authorized Data: the data that the User, after proactively enabling the Improvement Program, authorizes us to use for product improvement and model training.

3. Service Content

3.1 Memmy is a memory-augmented general-purpose Agent desktop client whose core functions include, without limitation: conversation and task execution, tool invocation, cross-Agent memory collection and injection, memory management, messaging-channel and tool integrations, and (for registered users) Platform Token metering.

3.2 The Service is provided on an "as-is" and "as-available" basis. We will continuously iterate and optimize, but we do not warrant that the functions, content or availability of the Service will remain unchanged at any particular time, nor do we warrant that the Service will be uninterrupted or error-free.

3.3 Features May Evolve. The specific functions, login and authentication methods, and data storage architecture of the Service (including, without limitation, an expansion from local storage to cloud-based or hybrid storage) may be adjusted, added or discontinued with version iterations. The descriptions of the relevant functions in this Agreement are based on the current version; the version you actually use and the functions actually provided at the relevant time shall prevail. We will give notice of material changes by reasonable means.

4. Accounts and Usage Modes

4.1 Dual-Mode Selection. The Software offers two mutually exclusive usage modes, which you select upon first launch:

Mode A (Bring-Your-Own API Key, no registration required): you must configure a lawful and valid API Key for large language models, vector models and the like. Under this mode, all requests to large language models, vector models and the like are initiated 100% on your local device and sent directly to the supplier you have configured; we do not act as any intermediary proxy, and we do not intercept, store or view any of your request or response content, nor can we obtain the API Key you have configured. The relationship, fees and compliance responsibilities between you and the relevant supplier shall be borne by you and that supplier.

Mode B (Registered Account): after registering and using a Memmy account, you may use the various platform services we offer to registered users. These currently consist primarily of platform large language model, vector model and similar services (with usage metered in Platform Tokens). We may, in light of operational circumstances, add, adjust, discontinue, or provide platform services differentially to different users; the account itself does not constitute a fixed commitment to any particular service or entitlement. We may also conduct complimentary-Token promotions from time to time (see Article 6 for details), but such complimentary grants are not an inevitable or fixed entitlement of a registered account.

4.2 Registration and Login Methods. In the current version, the Mainland China Edition uses a mobile phone number plus SMS verification code for registration and login, and the Overseas Edition uses an email address plus verification code; registration and login are combined into a single entry point, and an unregistered mobile phone number/email address will automatically create an account upon successful verification-code validation. We may adjust or add login and authentication methods in future versions (such as adding password login, third-party login, etc.). You shall ensure that the mobile phone number/email address used for registration is genuine, valid, and lawfully owned by you or which you are entitled to use.

4.3 Account Security. You shall properly safeguard the mobile phone number/email address used to receive verification codes (and any login credentials that may be enabled in the future) and the security of your device. Any unauthorized use of or loss to the account caused by your own reasons (such as leakage of the mobile phone number/email/credentials, lending them to others, or theft of the device) shall be borne by you; if you discover any unauthorized use of the account, you shall immediately notify us through the contact information in Article 16.

4.4 Nickname. The nickname is for display purposes only and is not subject to uniqueness verification. You shall not use a nickname that violates laws and regulations, infringes the rights and interests of others, or contravenes public order and good morals.

4.5 Multiple Accounts per Person / Anti-Fraud. You shall not, through bulk registration, automated (bot) registration, false information, or other improper means, obtain Platform Tokens or disrupt the operational order of the Service. We have the right to take measures such as restriction, clawback of complimentary credits, suspension or termination of service against accounts suspected of fraud or abuse.

5. Large Language Model / Vector Model Requests and Third-Party Services

5.1 An Inherent Step in Large Language Model / Vector Model Requests. The AI capabilities of the Service rely on large language model, multimodal large model, vector model and similar services. When you use functions such as conversation and task execution, the content you input (the prompt) will be sent to the relevant large language model, vector model and similar suppliers for processing, which is an inherent step in using AI services.

5.2 Two Data Pathways.

Under Mode A, all requests to large language models, vector models and the like are initiated 100% on your local device and sent directly to the supplier you have configured; we do not act as any intermediary proxy, and we do not intercept, store or view any of your request or response content, nor can we obtain the API Key you have configured. The relationship, fees and compliance responsibilities between you and the relevant supplier shall be borne by you and that supplier.

Under Mode B, when Platform Tokens are used, requests are routed through our model proxy service to large language model, vector model and similar suppliers. For purposes such as providing the Service and safeguarding stability and security, we may store the relevant request and response content; however, where you have not enabled the Improvement Program, we will not use such content to improve our products or train our models (for data processing, see the Memmy Data Use and Privacy Notice).

5.3 Third-Party Terms. The third-party large language models, vector models and the like, messaging channels (such as Telegram, Discord, iMessage, WeChat, Feishu, etc.), tool integrations and other third-party services that you use through the Service may be separately subject to the terms of service and privacy policies of such third parties. You shall acquaint yourself with and comply with the relevant terms, and any disputes arising from third-party services shall be resolved between you and the relevant third party.

6. Platform Tokens and Complimentary Activities

6.1 Nature of Platform Tokens. A Platform Token is a unit of credit used to meter your use, within the Service, of the platform large language model, vector model and similar capabilities; it is solely a service-metering unit, is not a prepayment and is not virtual currency, has no monetary value, and is non-transferable, non-redeemable, non-cashable, and not invoiceable.

6.2 Complimentary Tokens Are Promotional Activities. We may from time to time conduct promotional activities granting Platform Tokens to users free of charge (such as new-user trial grants and grants for participating in the Improvement Program). Such grants are marketing/operational activities conducted at our own discretion, are independent of account registration itself, and do not constitute consideration for, or a fixed entitlement of, a registered account. Whether such activities are conducted, and the eligible recipients, amounts, rules and validity periods thereof, shall be determined by us at our own discretion in light of operational circumstances, and may be adjusted, suspended or terminated at any time; the actual display within the Service at the relevant time shall prevail.

6.3 Exhaustion of Credits. After your Platform Tokens are exhausted, you may switch to the Bring-Your-Own API Key mode to continue using the Service, or obtain credits through other means we provide at the relevant time (such as ongoing complimentary activities).

6.4 Clawback and Change of Credits. With respect to credits obtained through cheating, abuse or violation of this Agreement, we have the right to reduce or claw them back. With respect to complimentary credits that have been lawfully granted to your account, we will not arbitrarily claw them back where you use them normally; if it is genuinely necessary to make material adjustments to the rules of a complimentary activity, we will give reasonable advance notice.

7. Cross-Agent Memory Collection and Injection

7.1 Based on Your Authorization. The memory collection and injection features are enabled only after you proactively grant authorization. Upon first launch, you may select "Do Not Allow," "Allow Scanning Only," or "Allow All," and you may at any time adjust or revoke the authorization and delete the data already generated in "Memory Management → Connected-Source Management." You retain full ownership and control of all collected and generated memory data. Memmy reads and processes such data only within the scope of your authorization, and will not use it for any purpose beyond what is agreed in this Agreement.

7.2 The Collection Process. After collection is enabled, the Software will read, on your local device, the persisted conversation content of other Agents for the purpose of distilling memories. Such distillation may be performed by a local model or a cloud-based model; in circumstances such as the use of Platform Tokens (Mode B), the conversation content being distilled will be transmitted to large language model, vector model and similar suppliers, or to our model proxy service, for processing. The resulting memory data is stored on your local device by default. Whether such content is used to improve products or train models is governed by the provisions on the Improvement Program in Article 9.

7.3 The Injection Process. After injection is enabled, the Software will return memories to the other Agents you use through means such as plug-ins, the command line, or writing Skills into configuration files (such as AGENTS.md). You understand and agree that injection may modify the configuration files of the relevant Agents on your device. You may disable injection and revoke the relevant configurations at any time.

7.4 Your Compliance Responsibilities. You shall ensure that you have lawful rights of access to and use of the local conversation data being collected and the Agents being injected. If the relevant data involves third-party information (such as content of an employer, a team, or other persons), you shall confirm on your own that you have obtained the necessary authorization. You shall bear the liability arising from your use of this feature beyond the scope of authorization.

8. Automated Execution and Risk Warnings

8.1 Automated Agent Operations. The Software has automation capabilities such as invoking tools, manipulating files and executing commands, which may have actual effects on your device, files or external accounts.

8.2 Limitations of Generated Content. AI-generated content (including suggestions, code, text, operation plans, etc.) may contain errors or be inaccurate, incomplete or inappropriate, and does not constitute any professional advice (such as legal, medical or financial advice). You shall verify it yourself before adopting it, and you are responsible for the decisions and actions you take based on such content.

8.3 Operational Risks and Backups. The automated operations performed by the Software may cause irreversible consequences (such as modifying or deleting files, or clearing data). We strongly recommend that you back up critical data on your own before performing important or bulk automated tasks, and that you avoid performing unverified automated operations in a production environment or on genuine, important accounts. You shall bear the consequences arising therefrom.

8.4 Your Responsibilities. You are responsible for the tasks and instructions you initiate through the Service, and shall ensure that they are lawful and compliant and do not infringe the rights and interests of any third party.

9. Data, Privacy and the Improvement Program

9.1 Local-First Principle. In the current version, your conversation history, memory data and configurations are stored on your local device by default; under the Bring-Your-Own API Key mode (Mode A), the API Key you configure is stored solely on your local device and will not be uploaded to our servers. The data storage architecture may evolve with versions (see Article 3.3). Under the Registered Account Mode (Mode B), in order to provide cloud services such as cross-device synchronization, certain of your data may be synchronized and stored on cloud servers located within China.

9.2 The Improvement Program (Optional and Revocable). The Improvement Program is disabled by default. If you have not enabled the Improvement Program, we will collect and use only the Essential Data for Basic Services to provide the Service, and will not use your conversation content, memory data or the like to improve our AI features or train our models. If you proactively confirm enabling the Improvement Program through a separate pop-up, we may use and store your conversation content, prompts, Agent operation logs, memory data and other usage-related data in order to improve our AI features and train our models. You may disable the Improvement Program at any time in "Settings"; after disabling, we will cease any further collection and use of the foregoing data under the Improvement Program.

9.3 Reference to the Privacy Document. How we collect, use, store, share and protect your information, and the rights you have and how to exercise them, are set out in the accompanying Memmy Data Use and Privacy Notice, which forms an integral part of this Agreement. In the event of any conflict between this Agreement and that Notice on matters of data processing, the Memmy Data Use and Privacy Notice shall prevail.

10. Intellectual Property

10.1 Except for third-party content, the intellectual property rights in the software, interfaces, trademarks (including the "Memmy" name and logo), documentation and the like contained in the Software and the Service belong to us or the respective rights holders and are protected by law. Without permission, you shall not use, copy, modify, disseminate or commercially exploit them without authorization.

10.2 Your Content. The conversation content, memory data and the like that you generate through the Service belong to you, and the relevant rights are owned by you. We do not assert ownership of your content, and we process the relevant data only to the extent necessary to provide the Service to you and within the scope authorized by your enabling of the Improvement Program.

11. User Code of Conduct

You undertake that, in using the Service, you will not engage in any of the following conduct:

11.1 violating national laws and regulations, endangering national security, harming the public interest of society, or contravening public order and good morals;

11.2 creating, uploading or disseminating unlawful or infringing content, or using the Service to engage in activities that infringe the lawful rights and interests of others, such as intellectual property rights, privacy rights or trade secrets;

11.3 reverse-engineering, decompiling or maliciously cracking the Service, or interfering with or disrupting the normal operation of the Service, or circumventing metering and credit limits;

11.4 using the automation capabilities of the Service to carry out cyberattacks, scrape protected data, engage in bulk-registration fraud, or commit other abusive conduct;

11.5 any other conduct that violates this Agreement or laws and regulations, or that harms the lawful rights and interests of us or third parties.

If you violate the foregoing code of conduct, we have the right, depending on the circumstances, to take measures such as warning, restricting functions, clawing back complimentary credits, and suspending or terminating the Service, and we reserve the right to pursue legal liability.

12. Change, Interruption and Termination of the Service

12.1 Changes and Upgrades. We may from time to time update, upgrade or adjust the functions of the Service, or discontinue certain functions. We will give notice of material changes by reasonable means.

12.2 Interruption. The Service may be temporarily interrupted due to reasons such as system maintenance, upgrades, faults, third-party service interruptions or force majeure; we will use reasonable efforts to restore the Service but shall not bear liability therefor.

12.3 Termination by You. You may stop using the Service at any time. You may clear the content stored on your device by deleting the Software's local data, or (for registered users) log out through the corresponding entry in Settings.

12.4 Termination by Us. If you materially breach this Agreement or laws and regulations, we have the right to suspend or terminate the provision of the Service to you. After termination of the Service, the provisions of this Agreement concerning intellectual property, limitation of liability, governing law and dispute resolution shall continue to be effective.

13. Protection of Minors

13.1 We attach importance to the protection of minors' personal information. If you are a minor, you shall use the Service with the consent and under the guidance of your guardian.

13.2 Guardians shall guide minors to use the Service properly, to be mindful of the risks of automated execution, and to safeguard their accounts. If you are a guardian and discover that a minor has used the Service or provided personal information without consent, please contact us through Article 16 for handling.

14. Disclaimers and Limitation of Liability

14.1 To the maximum extent permitted by law, the Service is provided on an "as-is" basis, and we make no express or implied warranty as to the merchantability, fitness for a particular purpose, non-infringement, accuracy, stability, uninterrupted operation, or error-free operation of the Service.

14.2 To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, punitive or consequential losses arising from the use of or inability to use the Service (including, without limitation, errors in AI-generated content, the consequences of automated operations, data loss, third-party service issues, and local configuration changes caused by memory collection/injection).

14.3 To the extent permitted by law, our aggregate liability for damages to you under this Agreement shall be limited to the fees you have actually paid to us for the Service.

14.4 The foregoing limitations of liability do not exclude or limit any liability that cannot be excluded or limited under the law.

15. Governing Law and Dispute Resolution

15.1 The conclusion, effectiveness, interpretation and performance of this Agreement, and the resolution of disputes hereunder, shall be governed by the laws of the mainland region of the People's Republic of China (excluding conflict-of-laws rules).

15.2 Any dispute arising from or in connection with this Agreement shall first be resolved by the parties through amicable consultation; if consultation fails, either party may bring a lawsuit before the people's court with jurisdiction at the place where Memory Tensor (Shanghai) Technology Co., Ltd. is located.

15.3 If any provision of this Agreement is held to be invalid or unenforceable, the validity of the remaining provisions shall not be affected.

16. Amendment of the Agreement and Contact Information

16.1 We may amend this Agreement in light of changes in laws and regulations or business adjustments. The amended Agreement will be published through in-app notifications, announcements on the official website, or other reasonable means. Material amendments to this Agreement include, without limitation, material changes to the scope of the Service, material changes to the data-processing rules, material changes to the rights and obligations of users, and changes to the method of dispute resolution. We will give prominent notice before material amendments take effect; if you continue to use the Service after the amendments take effect, you shall be deemed to have accepted the amended Agreement; if you do not agree, you shall stop using the Service.

16.2 If you have any questions, comments or complaints regarding this Agreement, you may contact us as follows:

Email: memmy@memtensor.cn