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UltraMemory — Terms of Service

Effective Date: June 22, 2026

These Terms of Service (the "Terms" or this "Agreement") are a binding legal agreement between you, the entity or person agreeing to these Terms (the "Customer", "you", or "your"), and UltraMemory, operated by LogicLabsAI LLC, a Georgia, USA limited liability company ("UltraMemory", "we", "us", or "our"). These Terms govern your access to and use of the UltraMemory service, including the application programming interface ("API") at https://api.ultramemory.us, the Model Context Protocol ("MCP") endpoint at the path /mcp (served over MCP Streamable HTTP, HTTPS only), the customer application at https://app.ultramemory.us, and the marketing website at https://ultramemory.us (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY. SECTION 12 (LIMITATION OF LIABILITY) LIMITS OUR LIABILITY TO YOU, AND SECTION 18 (GOVERNING LAW; DISPUTE RESOLUTION) GOVERNS HOW DISPUTES ARE RESOLVED. BY ACCEPTING THESE TERMS YOU AGREE TO BE BOUND BY THEM.

1. Acceptance of These Terms

1.1 Agreement to Terms. You accept these Terms by clicking "I agree" (or a similar control), by creating an account, by generating or using an API key, or by otherwise accessing or using the Service. If you do not agree to these Terms, you may not access or use the Service.

1.2 Authority to Bind. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "Customer", "you", and "your" refer to that entity. If you do not have such authority, you may not accept these Terms or use the Service.

1.3 Negotiated Agreements. If you and UltraMemory have entered into a separate written master subscription agreement or order form executed by both parties, that agreement governs your use of the Service and supersedes any conflicting provision of these Terms.

1.4 Eligibility. The Service is offered for business and professional use. You must be at least 18 years old, or the age of majority in your jurisdiction, and capable of forming a binding contract, to use the Service. The Service is not directed to children.

2. Definitions

In addition to terms defined elsewhere in this Agreement:

3. Account, Registration, and Credentials

3.1 Registration. To use the Service you must create an account. Account sign-in is provided through our authentication and identity provider (Supabase), which brokers Google sign-in. You agree to provide accurate, current, and complete information and to keep it up to date.

3.2 One Account per Entity. Each Customer entity should maintain a single account (tenant) unless we agree otherwise in writing.

3.3 Credential Security. You are responsible for safeguarding your API Keys and other Credentials and for all activity that occurs under your account and Credentials, whether or not authorized by you. API Keys are bearer credentials: anyone holding a valid key can access your tenant. We store API keys only as keyed cryptographic hashes; we never store the raw key, and we cannot recover or re-display it for you. You must not share Credentials beyond your Authorized Users. You must notify us promptly at security@ultramemory.us if you suspect any unauthorized use or compromise of your account or Credentials.

3.4 Authorized Users. You are responsible for your Authorized Users' compliance with this Agreement and for all acts and omissions of your Authorized Users in connection with the Service.

4. The Service; API and MCP Access

4.1 Description. UltraMemory is a standalone, multi-tenant, billable agent-memory service for Hermes Agent users and any MCP client. It stores, recalls, consolidates, and gates AI "memories" on your behalf, exposed via the REST API and the MCP Streamable-HTTP endpoint.

4.2 Licence Grant. Subject to your compliance with this Agreement and payment of applicable fees, we grant you, during the term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service (including the API and MCP endpoint) for your internal business purposes and in accordance with your Plan and the Documentation.

4.3 Reservation of Rights. Except for the rights expressly granted in this Agreement, we and our licensors reserve all right, title, and interest in and to the Service, including all software, models, infrastructure, and Documentation. No rights are granted by implication.

4.4 Usage Limits. Your access is subject to the Usage Limits for your Plan, including per-API-key rate limits. You must not circumvent, disable, or interfere with any Usage Limit or with any rate-limiting, throttling, or abuse-prevention mechanism.

4.5 Transport and Connection Requirements. The MCP endpoint is served over MCP Streamable HTTP and is accessible only over HTTPS, with Origin validation applied to mitigate DNS-rebinding attacks. The API requires connections over TLS. You are responsible for configuring your clients to connect over HTTPS/TLS. Authentication to the MCP endpoint and API currently uses bearer tokens; we may introduce additional or alternative authentication mechanisms (such as OAuth 2.1) in the future.

4.6 Changes; Versioning; Deprecation. We may modify, update, add to, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to provide advance notice of materially adverse changes or deprecation of API or MCP functionality, with a notice window of at least thirty (30) days where reasonably practicable, except where an emergency, security, or legal need requires faster action. Section 16 also applies to changes.

5. Acceptable Use Policy

You agree that you and your Authorized Users will not, and will not permit any third party to, use the Service to:

5.1 Illegal or infringing content or activity. Engage in any unlawful activity; or submit, store, or transmit any content that is illegal, that infringes or misappropriates any intellectual property, privacy, or other right of any person, or that violates any applicable law.

5.2 Prohibited data categories. Submit, store, or transmit: (a) payment card numbers, full track data, card verification values, or other cardholder data (payment card data is handled solely by our payment processor, Stripe, and is never stored by UltraMemory); (b) protected health information governed by HIPAA, in the absence of a separate business associate agreement (we do not offer one, and the Service is not HIPAA-compliant); (c) government-issued identification numbers, financial-account credentials, or other highly sensitive data the Service is not designed to hold; or (d) any other category of data that this Agreement, the DPA, or the Documentation prohibits. The Service is not designed to receive special categories of personal data (such as data revealing racial or ethnic origin, political opinions, religious beliefs, health, sex life or sexual orientation, genetic data, or biometric data for the purpose of uniquely identifying a person), and you must not submit such data unless and except as expressly permitted in the DPA.

5.3 Abuse of shared resources. Interfere with, disrupt, degrade, or impose an unreasonable load on the Service or its multi-tenant infrastructure, or attempt to access another tenant's data or any environment, account, or system you are not authorized to access.

5.4 Unauthorized security testing. Conduct penetration testing, vulnerability scanning, denial-of-service testing, or other security testing of the Service without our prior written authorization. To report a suspected vulnerability, contact security@ultramemory.us.

5.5 Reverse engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Service, except to the limited extent applicable law expressly permits despite this restriction.

5.6 Reselling and redistribution. Resell, sublicense, rent, lease, time-share, or otherwise make the Service available to any third party, or act as a service bureau, without our prior written authorization.

5.7 Competing products. Use the Service, or any outputs of the Service, to build, train, or improve a competing memory or vector-search product or a competing model.

5.8 Rate-limit circumvention and scraping. Circumvent Usage Limits, or scrape, crawl, or harvest the Service other than through the documented API and MCP interfaces in accordance with your Plan.

5.9 Misuse of outputs. Misrepresent the Service's outputs as guaranteed-accurate, or use the Service in a manner that violates the rights of any data subject whose personal data you have chosen to store as Memory Content.

We may investigate suspected violations of this AUP and may suspend (Section 15) or terminate (Section 14) your access for violations, in addition to our other rights and remedies.

6. Customer Data and Ownership

6.1 Your Ownership. As between you and us, you own and retain all right, title, and interest in and to your Memory Content, including the vector embeddings and the playbook, calibration, and metamemory records derived from it. We acquire no ownership rights in your Memory Content.

6.2 Licence to Us. You grant us a limited, worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, compute embeddings from, back up, recall, consolidate, gate, and display your Memory Content solely to provide, operate, secure, maintain, and support the Service for you, and as otherwise instructed by you or permitted by the DPA. This licence exists only for the duration necessary to provide the Service and to fulfil our deletion obligations.

6.3 No Model Training on Memory Content. We will not train, retrain, or fine-tune any artificial-intelligence or machine-learning model on your Memory Content (including the memory records, vector embeddings, consolidated memories, and other data derived from it), and we will not use your Memory Content for any purpose other than providing and supporting the Service to you and as permitted by the DPA. This commitment is not undercut by any "de-identified data" or "service improvement" carve-out: we do not repurpose your Memory Content to improve our models.

6.4 No Sale or Sharing of Personal Data. We do not sell your Memory Content or other personal data, and we do not "share" it for cross-context behavioural advertising, in each case as the terms "sell" and "share" are defined under the California Consumer Privacy Act (as amended by the California Privacy Rights Act, "CCPA"). With respect to personal data within your Memory Content, we act as your "service provider" under the CCPA, and we process that personal data only to perform the Service for you and for the limited purposes permitted by the CCPA, the DPA, and your instructions. Further detail is set out in the DPA and the Privacy Policy.

6.5 Embedding Sub-Processor. To provide semantic recall, the text of your Memory Content is transmitted to Voyage AI to compute vector embeddings (model voyage-3.5, 1024-dimensional). Voyage AI is the only sub-processor other than Amazon Web Services that receives your Memory Content, and it is engaged under the DPA. Other sub-processors do not receive Memory Content. The current sub-processor list is incorporated by reference (Section 20).

6.6 Aggregated/De-Identified Data. We may generate and use Aggregated/De-Identified Data for operating, securing, analyzing, and improving the Service, provided that such data never identifies you, any individual, or any specific Memory Content, and provided that such use does not constitute training, retraining, or fine-tuning of any model on your Memory Content (which is prohibited under Section 6.3). We will not attempt to re-identify Aggregated/De-Identified Data.

6.7 Your Responsibilities and Representations. You are responsible for the Memory Content you submit. You represent and warrant that you have all rights, consents, and lawful bases necessary to submit your Memory Content to the Service and to authorize the processing described in this Agreement and the DPA, and that your Memory Content and its use comply with the AUP and applicable law. For Memory Content, you act as the controller (or processor on behalf of a third-party controller) and UltraMemory acts as your processor (and, under the CCPA, your service provider), as further set out in Section 19 and the DPA.

6.8 Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback without restriction or obligation to you.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Your Memory Content is your Confidential Information.

7.2 Obligations. The receiving party will (a) use the disclosing party's Confidential Information only to perform under this Agreement, (b) protect it using at least reasonable care, and (c) not disclose it except to its personnel, affiliates, and contractors who need it and are bound by confidentiality obligations no less protective.

7.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without confidentiality obligation, is rightfully received from a third party, or is independently developed.

7.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice where legally permitted and cooperates in seeking protective treatment.

8. Fees, Billing, Taxes, and Renewal

8.1 Fees and Plans. You agree to pay the fees for your selected Plan. The Service is offered in tiers at the prices stated at the time of purchase. You authorize us, and our payment processor, to charge the applicable fees to your designated payment method.

8.2 Payment Processing via Stripe. Billing and payment are processed by Stripe, Inc. By providing a payment method, you authorize recurring charges to that payment method through Stripe for your subscription and any usage-based or overage charges, in accordance with your Plan. Your use of the payment functionality is also subject to Stripe's applicable terms. We do not store your payment card numbers; payment card data is handled solely by Stripe.

8.3 Auto-Renewal. Subscriptions automatically renew for successive periods equal to the then-current subscription term unless you cancel before the end of the then-current period, through the customer application or as otherwise described in the Documentation. Renewals are charged to your payment method on the renewal date at the then-current price for your Plan.

8.4 Price Changes. We may change fees and Plans. We will provide at least 30 days' prior notice of any fee increase or materially adverse change to your Plan; changes take effect at your next renewal unless otherwise stated. Continued use after a change takes effect constitutes acceptance of the changed fees.

8.5 Free Tier and Trials. We may offer a free tier or free trial. See Section 9.

8.6 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, GST, withholding, and similar taxes and duties associated with your purchase, excluding taxes based on our net income. If we are required to collect such taxes, they will be added to your invoice or charged to your payment method.

8.7 Refunds. Except as required by applicable law, all fees are non-refundable and payment obligations are non-cancelable, and amounts paid are not refunded for partial periods, downgrades, or unused entitlements.

8.8 Late Payment and Failed Charges. If a charge fails or an amount is overdue, we may retry the charge, suspend the Service under Section 15, and/or charge interest on overdue amounts to the extent permitted by law.

9. Free Tier and Trials

9.1 As-Is. Any free tier, beta, or trial access is provided "AS IS" and "AS AVAILABLE", without warranty or support commitment, and may be modified, limited, suspended, or withdrawn at any time.

9.2 Conversion. A trial may convert to a paid subscription at the end of the trial period unless you cancel beforehand, in which case the auto-renewal and billing terms of Section 8 apply.

9.3 Data at End of Free/Trial Use. If your free or trial access ends without conversion to a paid Plan, the export and deletion provisions of Section 14.4 apply.

9.4 Limited Liability for Free Use. Notwithstanding anything to the contrary, our liability arising from free, beta, or trial use is subject to the floor described in Section 12.1(b).

10. Service Levels and Support

10.1 No SLA Committed. We do not currently offer a contractual uptime, availability, or service-credit commitment. The Service is provided on an "AS AVAILABLE" basis (Section 11). You acknowledge that the production environment currently operates in a single Availability Zone and relies on point-in-time recovery and instance auto-recovery rather than multi-Availability-Zone failover, and that the Service may therefore experience downtime, including during maintenance or recovery events.

10.2 Support. Support scope, channels, and response targets are. We may make a status page available but do not guarantee its accuracy or availability.

11. Warranties and Disclaimers

11.1 Mutual Authority Warranty. Each party represents and warrants that it has the legal authority to enter into this Agreement.

11.2 AS-IS Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE SERVICE, INCLUDING THE API, THE MCP ENDPOINT, AND ALL OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.3 No Warranty of Uninterrupted or Error-Free Operation. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DATA WILL NOT BE LOST OR CORRUPTED. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

11.4 AI and Memory-Output Disclaimer. THE SERVICE STORES, RECALLS, CONSOLIDATES, AND GATES AI "MEMORIES". OUTPUTS, INCLUDING RECALLED MEMORIES AND GATE DECISIONS, MAY BE INCOMPLETE, INACCURATE, OR OUT OF DATE. THE METAMEMORY GATE MAY ABSTAIN RATHER THAN RETURN A RESULT WHEN ITS CONFIDENCE IS LOW. YOU ARE RESPONSIBLE FOR EVALUATING THE SUITABILITY AND ACCURACY OF OUTPUTS BEFORE RELYING ON THEM, AND THE SERVICE IS NOT A SUBSTITUTE FOR INDEPENDENT VERIFICATION OR PROFESSIONAL JUDGMENT.

11.5 No Certifications Implied. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE HOLDS, OR COMPLIES WITH, ANY CERTIFICATION, ATTESTATION, OR AUDIT FRAMEWORK (SUCH AS SOC 2, ISO/IEC 27001, PCI-DSS, OR HIPAA). WE DO NOT CURRENTLY HOLD ANY SUCH CERTIFICATION OR ATTESTATION, AND YOU MUST NOT RELY ON ANY SUCH REPRESENTATION.

12. Limitation of Liability

12.1 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (b) ONE HUNDRED U.S. DOLLARS (US $100).

12.2 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3 Excluded Claims (No General Cap). The cap in Section 12.1 and, where applicable, the exclusion in Section 12.2 do not apply to: (a) your payment obligations under Section 8; (b) either party's indemnification obligations under Section 13; (c) your violation of the AUP (Section 5) or your infringement or misappropriation of our or a third party's intellectual property; or (d) a party's gross negligence, willful misconduct, or fraud.

12.4 Allocation of Risk. The limitations in this Section reflect an agreed allocation of risk between the parties and form an essential basis of the bargain. They apply regardless of the form of action, whether in contract, tort, or otherwise.

13. Indemnification

13.1 By Customer. You will defend, indemnify, and hold harmless UltraMemory and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your Memory Content; (b) your or your Authorized Users' use of the Service; (c) your violation of the AUP or this Agreement; or (d) your violation of any law or any third-party right (including intellectual-property and privacy rights).

13.2 By UltraMemory. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's intellectual-property rights, and we will indemnify you for amounts finally awarded or agreed in settlement, subject to the limitations in this Agreement. This obligation does not apply to claims arising from your Memory Content, your combination of the Service with other products, or your use in violation of this Agreement.

13.3 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim (failure to do so reduces the indemnity only to the extent the indemnifying party is prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposing a non-monetary obligation on the indemnified party is made without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

14. Term, Termination, and Effect of Termination

14.1 Term. This Agreement begins when you accept it and continues for so long as you have an active account or subscription, subject to renewal under Section 8.3.

14.2 Termination for Convenience. You may terminate by cancelling your subscription and ceasing use of the Service; cancellation takes effect at the end of the then-current billing period, and Section 8.7 governs refunds.

14.3 Termination for Cause. Either party may terminate this Agreement if the other materially breaches it and fails to cure the breach within thirty (30) days after written notice. We may terminate or suspend immediately for the reasons in Section 15.

14.4 Effect of Termination. Upon termination or expiration: (a) your right to access the Service ends; (b) all fees accrued before termination remain due and payable; and (c) for a period of thirty (30) days after termination, you may export your Memory Content using the available export mechanism. After that export window, we will delete your Memory Content within thirty (30) days, except for (i) copies we are required by law to retain, and (ii) records retained in our tamper-evident, immutable audit logs and in routine encrypted backups (which cycle out on their normal schedule, with point-in-time recovery currently retaining approximately seven (7) days of backups). Deletion is fulfilled as an operator-executed process within the stated timeframe; the Service does not currently offer fully self-service programmatic per-record erasure tooling. Deletion of personal data is further governed by the DPA.

14.5 Survival. Sections 2, 6.1, 6.3, 6.4, 6.6, 6.8, 7, 8 (for amounts accrued), 11, 12, 13, 14.4, 14.5, 17, 18, 19, and 20, and any other provision that by its nature should survive, survive termination.

15. Suspension

15.1 Grounds. We may suspend your access to all or part of the Service, in whole or in part, immediately if: (a) we reasonably believe there is a security risk, an attack on, or unauthorized access to the Service or your account; (b) your account is overdue or a charge fails (Section 8.8); (c) you or an Authorized User violate the AUP, this Agreement, or applicable law; or (d) we are required to do so by law or legal process.

15.2 Notice and Reinstatement. We will give you notice of a suspension where practicable and reasonable. We will reinstate access promptly after the cause of suspension is resolved.

16. Modifications to These Terms and the Service

16.1 Changes to Terms. We may modify these Terms from time to time. For material changes, we will provide notice (for example, by email or in-app notice) before they take effect. Your continued use of the Service after the effective date of a change constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service.

16.2 Changes to the Service. We may modify, enhance, or discontinue features of the Service, subject to Section 4.6. We will provide notice of API or MCP deprecations or breaking changes within the notice window stated in Section 4.6, except where an emergency, security, or legal need requires faster action.

17. Export Controls and Sanctions

17.1 Compliance. The Service is subject to U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) and regulations administered by the U.S. Office of Foreign Assets Control (OFAC), and other applicable laws. You will comply with all such laws in your use of the Service.

17.2 Representations. You represent and warrant that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction; are not identified on any government restricted-party or sanctions list; and will not access or use the Service in violation of any export-control or sanctions law or for any prohibited end-use.

18. Governing Law; Dispute Resolution

18.1 Governing Law and Venue. This Agreement is governed by, and construed in accordance with, the laws of the State of Georgia, USA, without regard to its conflict-of-laws rules.

18.2 Dispute Resolution.

18.3 Equitable Relief. Notwithstanding Section 18.2, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

19. Roles of the Parties for Data

19.1 Memory Content (Processor/Service Provider; Controller). With respect to personal data contained in your Memory Content, you are the controller (or a processor acting on behalf of a third-party controller) and UltraMemory acts as your processor and, under the CCPA, your service provider. We will process that personal data only on your documented instructions and only to provide and support the Service, and we will not (a) sell or "share" (as defined under the CCPA) that personal data; (b) retain, use, or disclose it for any purpose other than the business purposes specified in this Agreement and the DPA, or as otherwise permitted by applicable data-protection law; or (c) retain, use, or disclose it outside the direct business relationship between you and us. Our processing of that personal data is governed by the DPA (Section 20).

19.2 Account, Billing, and Security Data (Independent Controller). With respect to account, billing, and security/audit data that we collect to operate the Service and our business (for example, account and authentication identity, subscription and billing metadata, audit logs, and request-correlation metadata), UltraMemory acts as an independent controller (and not a joint controller with you), and our processing is governed by the Privacy Policy (Section 20).

20. Incorporated Documents; Order of Precedence; Miscellaneous

20.1 Incorporation by Reference. The following are incorporated into and form part of this Agreement: (a) the Data Processing Addendum (DPA), which governs our processing of personal data within your Memory Content and controls over any conflicting term of these Terms with respect to that processing; (b) the Privacy Policy, which governs our controller-side processing; (c) the Acceptable Use Policy (Section 5); and (d) the sub-processor list referenced in the DPA.

20.2 Order of Precedence. In the event of a conflict, the following order of precedence applies: (1) a mutually executed order form or master subscription agreement; (2) the DPA (for personal-data processing matters); (3) these Terms; and (4) the Documentation.

20.3 Assignment. You may not assign or transfer this Agreement without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor and assumes this Agreement. We may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.

20.4 Entire Agreement. This Agreement, together with the incorporated documents, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings on that subject.

20.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in effect.

20.6 Waiver. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in writing.

20.7 Notices. We may provide notices to you by email to your account address or by in-app notice, which you agree is sufficient. You may provide notices to us at legal@ultramemory.us and, for legal notices, at 5229 Leecroft Drive, Sugar Hill, GA 30518.

20.8 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or utility failures, and acts of government or third-party providers.

20.9 Relationship of the Parties. The parties are independent contractors. This Agreement creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

20.10 No Third-Party Beneficiaries. This Agreement does not confer any rights on any third party.

20.11 Hosting Location. The Service is hosted on Amazon Web Services in the United States (region us-east-1). By using the Service, you acknowledge that your data will be processed in the United States, subject to the international-transfer safeguards described in the DPA and Privacy Policy.

21. Contact

Questions about these Terms may be sent to legal@ultramemory.us. Privacy inquiries: privacy@ultramemory.us. Security reports: security@ultramemory.us. Data-protection inquiries: dpo@ultramemory.us. Postal address: 5229 Leecroft Drive, Sugar Hill, GA 30518.