Terms of Service

Effective date: August 12, 2026
Last updated: August 12, 2026

These Terms form a binding agreement between CALLED IT INC., doing business as MemStrata (“MemStrata”), and the person or organization accepting them (“Customer”). If you accept for an organization, you represent that you have authority to bind it. Consumer rights that cannot lawfully be waived are not limited by these Terms.

1. Service and order of precedence

The “Service” includes MemStrata software, extensions, SDKs, websites, licensing, support, and hosted features identified in an order or plan. An Order Form and Data Processing Addendum control over these Terms for their specific subject matter. Third-party components remain governed by their applicable licenses. Preview, beta, evaluation, and local-only features may have different availability and support commitments.

2. Accounts and security

Customer must provide accurate information, protect accounts and devices, maintain appropriate permissions for any connected data, and promptly report suspected compromise. Customer is responsible for authorized users and for configuration of third-party model and connector accounts. MemStrata may suspend access reasonably necessary to prevent harm, fraud, unauthorized use, or legal violation and will restore it when the issue is resolved.

A consumer account holder must be at least 18 years old and have legal capacity to contract. No under-18 consumer or education program is offered at launch.

2A. Installation, notices, and optional startup

Before the application sends Customer Data to MemStrata, enables hosted features, or starts its local proxy automatically, the application must present these Terms, the Privacy Policy, AI/accuracy disclosures, and the applicable plan/trial terms, and record the accepted version, timestamp, and account or device scope. Installation or continued browsing alone is not consent to optional processing. A user who declines may use only features that can lawfully operate without acceptance and must be able to uninstall the software.

Automatic startup is off by default. It may be enabled only through a separate, unambiguous opt-in after installation. The prompt may explain that startup is highly recommended to keep the local memory service available and avoid manual restarts, but declining must not be misleadingly described as unsafe and may not activate the task. The user can later disable startup in the application or the operating-system startup settings. Optional analytics, diagnostics, marketing, and any model-training contribution each require separate controls.

3. Trials, fees, renewal, taxes, and cancellation

The checkout page must clearly disclose price, currency, billing interval, trial length, trial end date, when payment begins, renewal, material limits, and how to cancel before enrollment. Unless the order says otherwise, paid subscriptions renew automatically for successive billing periods until cancelled. Customer authorizes Stripe to charge the selected payment method.

Customer may cancel online through the customer portal using a process no more burdensome than enrollment. Cancellation stops future renewals and normally takes effect at the end of the paid period. Statutory cooling-off, refund, renewal-notice, and cancellation rights prevail. Fees exclude applicable taxes. Failure to pay may result in downgrade or suspension after reasonable notice.

For plans that display this offer, the fixed 180-day trial begins with first activation. The order or checkout screen controls and must state the trial dates, included products and limits, whether payment details are required, the post-trial price and renewal cadence, taxes, reminders, and how to cancel. A customer is not charged unless the applicable checkout terms were presented and accepted. Trial availability may vary by product, channel, and jurisdiction.

4. License and restrictions

Subject to payment and these Terms, MemStrata grants Customer a limited, non-exclusive, non-transferable right to install and use the applicable product for its documented purpose during the plan term. Customer may not resell, sublicense, bypass license or security controls, remove proprietary notices, or reverse engineer except to the extent such restriction is prohibited by law.

5. Acceptable use

Customer must not use the Service to violate law or third-party rights, spread malware, gain unauthorized access, evade safeguards, operate unsupported high-risk automated decisions, or submit data it lacks authority to process. MemStrata may investigate and proportionately restrict harmful use, subject to notice where lawful and restoration when the issue is resolved.

6. Third-party services and models

Customer may connect independent providers, including model, identity, repository, payment, email, and structured-data services. Their terms govern their services. MemStrata is not responsible for their models, output, availability, security, price, or use of data, but remains responsible for its own contractual processor obligations and vendor oversight.

7. AI and accuracy limitations

AI models and retrieval systems can produce incomplete, inaccurate, stale, or unsafe output. MemStrata provides controls intended to improve evidence and traceability, not a guarantee that every result is correct. Customer must test its configuration, maintain human review appropriate to risk, and must not rely on output as professional legal, medical, financial, employment, safety, or other regulated advice. Certified or deterministic features are limited to the documented inputs, supported domains, and verification boundaries.

8. Confidentiality

Each party will protect the other’s non-public information using at least reasonable care, use it only to perform the agreement, and disclose it only to personnel and providers with a need to know and suitable obligations. Standard exceptions apply for information already known without restriction, public without breach, independently developed, or lawfully received. A legally compelled recipient will give notice where lawful and limit disclosure.

9. Security and data protection

MemStrata will maintain safeguards appropriate to its processing and notify Customer of a confirmed security incident affecting Customer Data as required by the DPA and applicable law. Customer is responsible for endpoint security, access configuration, backups, and its selected third parties. Security documentation describes current controls and is not an absolute warranty.

10. Intellectual property and feedback

MemStrata and its licensors retain rights in the Service, proprietary software, documentation, and marks. Customer retains Customer Data and its applications. If Customer voluntarily gives feedback, MemStrata may use it without restriction or attribution, but may not disclose Customer confidential information.

11. Warranties

MemStrata warrants during a paid term that the Service will materially conform to its documentation. Customer’s remedy is correction, replacement, or, if MemStrata cannot cure a material nonconformity within a reasonable time, termination and a prorated refund for the affected prepaid period. Except for express warranties and non-waivable rights, the Service is provided “as is” and statutory or implied warranties are disclaimed to the maximum lawful extent.

12. Indemnities

For an enterprise order, each party will defend and indemnify the other as set out in the Order Form, including customary intellectual-property protection by MemStrata and protection against unlawful Customer Data, prohibited use, or unauthorized connected systems by Customer. Any indemnity is subject to prompt notice, control of defense, reasonable cooperation, and settlement safeguards. Consumers have no indemnity obligation except to the extent enforceable under applicable law.

13. Liability

Subject to non-excludable liability, neither party is liable for indirect, incidental, special, exemplary, or consequential loss, or lost profits, revenues, goodwill, or data. For business customers, the ordinary aggregate cap is the fees paid or payable for the affected Service during the 12 months before the event, unless an Order Form establishes a different cap. Nothing excludes fraud, willful misconduct, death or personal injury caused by negligence, or liability that law forbids limiting. Mandatory consumer remedies prevail.

14. Term and termination

These Terms continue while Customer uses the Service. Either party may terminate for material breach not cured within 30 days after notice, or immediately for insolvency where lawful. Customer may stop renewal as described above. At termination, rights to paid features end; documented export and deletion periods apply. Provisions intended by nature to survive do so.

15. Changes

MemStrata may update the Service and these Terms prospectively. Material changes receive reasonable advance notice and do not retroactively remove accrued rights. If a material change substantially harms a paid Customer, Customer may terminate the affected Service and receive a prorated refund for the unused prepaid period, subject to mandatory law.

16. Governing law and disputes

For business customers, the agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict rules, and the courts located in Ontario have exclusive jurisdiction. Before filing, the parties will attempt in good faith for 30 days to resolve a written notice sent to legal@memstrata.dev. For consumers, this section does not deprive a person of mandatory protections, regulators, courts, venue, limitation periods, or collective remedies in the consumer’s home jurisdiction. These Terms contain no arbitration agreement, jury waiver, or class-action waiver. Mandatory consumer protections and remedies remain available in each jurisdiction.

17. General

Neither party may assign the agreement without consent, except in a merger, reorganization, or sale of substantially all relevant assets, subject to the successor assuming obligations. Neither party is liable for events beyond its reasonable control, but payment and reasonable disaster recovery obligations remain. Notices will use the order details and designated legal addresses. If a term is unenforceable, it is modified only as necessary; the remainder survives. No waiver is continuing. The agreement is the entire agreement on its subject.

18. Contact

CALLED IT INC.
Canada corporation no. 1785099-9; Ontario OCN/BIN 1001571777
legal@memstrata.dev

Registered office and trader address: 6035 Bidwell Trail, 128, Mississauga, Ontario, L5V 3E1, Canada.