Last updated: June 22, 2026 Effective: June 22, 2026
These Terms of Service (the "Terms") are a binding agreement between
PAIR Systems, Inc., a Delaware corporation ("PAIR Systems," "we,"
"us," or "our"), and the business entity that accepts these Terms
("Customer," "you," or "your"). These Terms govern your access to and
use of GoodMem Cloud, our hosted "agentic AI memory" platform available at
cloud.goodmem.ai, together with the related GoodMem APIs, command-line tools,
dashboards, documentation, and any provisioned GoodMem instances (collectively,
the "Service").
PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE AN ACCEPTABLE USE POLICY (SECTION 5), DISCLAIMERS OF WARRANTIES (SECTION 12), AND A LIMITATION OF LIABILITY (SECTION 14) THAT LIMIT OUR LIABILITY TO YOU.
By clicking "I agree" (or a similar control), creating an account, or accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.
Scope — hosted service only. These Terms govern only the GoodMem Cloud hosted service operated by PAIR Systems at
cloud.goodmem.ai. They do not govern self-managed, self-hosted, or self-installed deployments of the GoodMem software (for example, installs viaget.goodmem.ai), which are licensed separately under the GoodMem license (see https://goodmem.ai/license). If you run GoodMem yourself, these Terms do not apply to that deployment.
1.1 Business use only. The Service is offered solely for business, professional, and organizational use. It is not intended for personal, family, or household (consumer) use, and we do not offer it to consumers. By using the Service you represent that you are accessing it for business or professional purposes.
1.2 Authority to bind. If you accept these Terms on behalf of an entity, you represent and warrant that (a) you have full legal authority to bind that entity to these Terms, and (b) you have read and understood these Terms. In that case "Customer," "you," and "your" refer to that entity.
1.3 Age. You must be at least 18 years old (or the age of majority in your jurisdiction, if greater) to use the Service. The Service is not directed to children, and we do not knowingly collect information from children.
1.4 Accounts and authentication. Access to the Service requires an account. Account sign-in is provided through third-party single sign-on (currently Google and GitHub). You are responsible for maintaining the confidentiality and security of your account credentials and authentication factors and for all activity that occurs under your account or organization ("Domain"), whether or not authorized by you. You will promptly notify us at security@pairsys.ai of any actual or suspected unauthorized access to or use of the Service.
1.5 Organization (Domain) administration. The Service is multi-tenant and organized into Domains with role-based access controls. The person who creates a Domain, and any user granted an administrative role, may invite, manage, and remove users and control roles and permissions within that Domain. You are responsible for managing access within your Domain and for the acts and omissions of your users.
2.1 Provision of the Service. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for your internal business purposes.
2.2 Changes to the Service. We are continually improving the Service and may add, modify, or discontinue features, functionality, or supported integrations at any time. We will use commercially reasonable efforts to avoid materially degrading the core functionality of a paid Service without notice, but we are not obligated to maintain any particular feature.
2.3 Service provisioning and third parties. The Service provisions and operates GoodMem instances and related infrastructure using third-party providers (including, for example, cloud hosting, database, authentication, payment, and analytics providers). Your use of the Service may be subject to those providers' availability, and we are not responsible for failures, outages, or acts of third-party providers outside our reasonable control.
3.1 Free trials. We may offer a free trial of the Service (currently a 14-day trial, with no credit card required). Free trials are provided for your evaluation only. We may modify, suspend, or terminate any free trial, or change its terms, at any time in our sole discretion. At the end of a trial, your trial instance and associated data may be paused and subsequently deleted unless you upgrade to a paid plan. TRIAL USE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, SERVICE-LEVEL COMMITMENT, OR INDEMNIFICATION, AND IS SUBJECT TO THE LIABILITY LIMITS IN SECTION 14.
3.2 Beta and preview features. We may make features available on an alpha, beta, preview, early-access, or evaluation basis ("Beta Features"), including features such as automated tuning/optimization. Beta Features are identified as such or are by their nature pre-release. Beta Features may be incomplete, may change or be discontinued at any time, and may not be supported. BETA FEATURES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY, SERVICE-LEVEL COMMITMENT, OR INDEMNIFICATION OF ANY KIND, AND YOUR USE OF THEM IS AT YOUR OWN RISK.
3.3 No service-level agreement. Except as expressly set forth in a separate written service-level agreement signed by us, the Service is provided without any uptime, availability, or service-level commitment.
4.1 Definition. "Customer Content" means the data, text, documents, embeddings, memories, files, prompts, queries, configurations, and other content that you or your users submit to, store in, or generate through the Service, and any outputs the Service returns to you in response.
4.2 Ownership. As between the parties, you retain all right, title, and interest in and to Customer Content. We do not claim ownership of Customer Content.
4.3 License to operate the Service. You grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, process, transmit, copy, display, and otherwise use Customer Content solely as necessary to provide, secure, maintain, and support the Service for you, to prevent or address service, security, technical, or abuse problems, and to comply with law. We exercise this license only to deliver the Service to you and as otherwise permitted in these Terms.
4.4 No training on Customer Content. We do not use Customer Content to train, fine-tune, or develop machine-learning or AI models, and we do not use Customer Content to develop or improve the Service for other customers. We may generate and use de-identified, aggregated usage and performance metrics (that do not identify you, your users, or the contents of Customer Content) to operate, secure, troubleshoot, analyze, and improve the Service and our business.
4.5 Confidentiality of Customer Content. We treat Customer Content as your Confidential Information under Section 9, without requiring any confidentiality designation.
4.6 Your responsibilities for Customer Content. You are solely responsible for Customer Content, including its legality, accuracy, and quality, and for obtaining all rights, consents, and permissions necessary for us to process it as contemplated by these Terms. You represent and warrant that your provision and our processing of Customer Content as contemplated here will not violate any law or any third party's rights.
4.7 Privacy. Our collection and use of personal information in connection with the Service is described in our Privacy Policy at https://cloud.goodmem.ai/privacy. To the extent we process personal data contained in Customer Content on your behalf, such processing is governed by our Data Processing Addendum (DPA) at https://cloud.goodmem.ai/dpa, which is incorporated into these Terms by reference. A list of our third-party sub-processors is available at https://trust.pairsys.ai.
4.8 Security. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. Information about our security practices is available at https://trust.pairsys.ai. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.
You and your users must comply with this Acceptable Use Policy ("AUP"). You are responsible for your users' compliance. We may update this AUP from time to time as described in Section 15.
5.1 General prohibitions. You will not, and will not permit any user or third party to:
5.2 High-risk activities. The Service is not designed or intended for use in hazardous or high-risk environments requiring fail-safe performance, including the operation of nuclear facilities, aircraft navigation or air-traffic control, life-support or other emergency medical systems, weapons systems, or any other use in which failure of the Service could lead to death, personal injury, or severe physical, property, or environmental damage. You will not use the Service for any such purpose.
5.3 High-stakes decisions; human oversight. You will not use the Service to make, or as a substitute for a qualified professional in making, automated decisions that have legal or similarly significant effects on individuals without appropriate qualified human review. This includes decisions in medical or healthcare, legal, financial or credit, insurance, employment, housing, education, and law-enforcement or public-benefits contexts. Where the Service is used to inform such decisions, you are responsible for ensuring a qualified human reviews outputs before they are relied upon, and for disclosing the use of AI where required by law.
5.4 Regulated and sensitive data. Unless we have agreed otherwise in a separate signed written agreement (for example, a Business Associate Agreement), you will not submit to or process through the Service: (a) protected health information subject to HIPAA or similar health-privacy laws; (b) payment card data subject to the PCI-DSS (such as full payment-card numbers); (c) government- issued identification numbers; (d) financial-account credentials; (e) biometric identifiers; or (f) other information that triggers specific legal, regulatory, or contractual data-protection or breach-notification obligations beyond those generally applicable to business contact and usage data. We do not offer a BAA or a PCI-compliant environment for the standard Service.
5.5 Export and sanctions compliance. You represent and warrant that you and your users are not (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (b) identified on any U.S. government restricted-party list. You will not use, export, re-export, or make the Service available in violation of U.S. export- control or economic-sanctions laws.
5.6 Enforcement. We may investigate suspected violations of this AUP and may remove or disable access to content, or suspend or terminate access, as described in Section 8. We may also be required to report certain content or activity to law enforcement or other authorities.
6.1 Fees. Paid use of the Service is billed on a usage basis according to our then-current pricing, presented in the Service or in an order. By upgrading to a paid plan or continuing to use the Service after a trial, you authorize us and our payment processor to charge your designated payment method for all applicable fees.
6.2 Usage-based billing. Fees are calculated based on your actual usage of the Service (for example, compute uptime, storage, and tuning/compute hours) as metered by us. Our measurements of usage are the authoritative basis for calculating fees, absent manifest error.
6.3 Payment processor. Payments are processed by a third-party payment processor (currently Stripe). Your use of that processor's services is subject to its terms, and you authorize us to share billing information with it as needed to process payments.
6.4 Non-refundable; no set-off. Except as expressly stated in these Terms or required by law, all fees are non-refundable, and all amounts are payable without set-off, deduction, or counterclaim.
6.5 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes (other than taxes on our net income). If we are required to collect or pay taxes for which you are responsible, we will charge them to you. If you are required to withhold any tax, you will gross up the payment so that we receive the full amount due.
6.6 Late payments. We do not charge interest or any late-payment finance charge on overdue amounts. If your account is overdue, we may suspend or terminate the Service for non-payment as described in Section 8, and you will reimburse our reasonable, documented out-of-pocket costs of collection.
6.7 Price changes. We may change our pricing prospectively. For paid Service, we will provide reasonable advance notice of material price increases, and the change will take effect at the start of your next billing period.
6.8 Billing disputes. You must notify us in writing of any good-faith billing dispute within 30 days of the relevant invoice or charge; otherwise the charge is deemed accepted.
7.1 Our IP. The Service, including all software, APIs, models, user interfaces, documentation, and the look and feel, and all intellectual-property rights in them, are and remain our exclusive property and that of our licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you. "GoodMem," "PAIR Systems," and related names and logos are our trademarks; you may not use them without our prior written consent.
7.2 Feedback. If you provide suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or obligation to you.
7.3 Your IP. Except for the licenses you grant in these Terms, you retain all intellectual-property rights in Customer Content.
8.1 Suspension. We may suspend or restrict your access to all or part of the Service, with notice where practicable, if (a) we reasonably believe you have violated these Terms or the AUP; (b) your use poses a security risk to, or may adversely affect, the Service or others; (c) we are required to do so by law or by a third-party provider; or (d) your account is overdue. We will restore access when the cause for suspension is resolved. We will have no liability for any suspension made in good faith under this Section.
8.2 Term. These Terms apply from your first access to the Service and continue until your account or all subscriptions are terminated.
8.3 Termination by you. You may stop using and terminate the Service at any time through the Service or by contacting us. Termination does not entitle you to a refund of pre-paid or already-incurred fees except as required by law.
8.4 Termination by us. We may terminate these Terms or your access to the Service (a) for your material breach that remains uncured 30 days after written notice; (b) immediately for a breach of the AUP (Section 5), non-payment, or where required by law or to protect the Service or others; or (c) for convenience on 30 days' notice (in which case we will refund any pre-paid fees for the unused portion of a paid term).
8.5 Effect of termination; data export and deletion. Upon termination, your right to access the Service ends. For a period of 30 days after termination (except in cases of termination for AUP violation or where prohibited by law), you may export Customer Content using the Service's available export tools. We will delete or de-identify Customer Content within 30 days after termination, except for (i) backup copies, which are purged in the ordinary course of our backup rotation, (ii) de-identified and aggregated data, and (iii) data we are required to retain by law. We have no obligation to retain Customer Content after that period.
8.6 Survival. Sections 4.2, 5, 6 (for amounts accrued), 7, 9, 10, 11, 12, 13, 14, and 16 survive termination.
9.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Customer Content is your Confidential Information. The Service and our non-public technical and pricing information are our Confidential Information.
9.2 Obligations. The Recipient will (a) use the Discloser's Confidential Information only to perform under these Terms, (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 at least as protective as these.
9.3 Exceptions. Confidentiality obligations do not apply to information that is or becomes public through no fault of the Recipient, was rightfully known without obligation of confidentiality, is rightfully received from a third party, or is independently developed. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable prior notice where lawful.
Neither party will use the other party's name, logo, or trademarks in any publicity, press release, marketing material, or customer list without the other party's prior written consent (which may be given by email). Any such consent is revocable on reasonable written notice. Nothing in this Section restricts factual references required by law or legal process.
11.1 By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, and will indemnify you for amounts finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) Customer Content, (b) your use in violation of these Terms or the AUP, (c) combination of the Service with products or services not provided by us, or (d) use of a non-current release where the claim would have been avoided by using a current release. If the Service becomes, or we believe may become, the subject of an infringement claim, we may, at our option, procure the right to continue use, modify or replace the Service, or terminate the affected Service and refund any pre-paid unused fees. This Section states our entire liability and your exclusive remedy for any claim of intellectual-property infringement by the Service.
11.2 By you. You will defend us, our affiliates, and our personnel against any third-party claim arising from or relating to (a) Customer Content, (b) your or your users' use of the Service in violation of these Terms or the AUP, or (c) your violation of law or of any third-party right, and will indemnify us for amounts finally awarded or agreed in settlement, and for our reasonable attorneys' fees.
11.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes any obligation or admission on the indemnified party without its consent), and reasonably cooperate. Delay in notice relieves the indemnifying party only to the extent it is prejudiced.
12.1 Mutual. Each party represents that it has the authority to enter into these Terms.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INCLUDING ALL OUTPUTS, BETA FEATURES, AND THIRD-PARTY COMPONENTS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING 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.
12.3 AI and retrieval disclaimer. THE SERVICE STORES, INDEXES, AND RETRIEVES INFORMATION AND MAY USE EMBEDDINGS, RANKING, AND MACHINE-LEARNING TECHNIQUES, INCLUDING THIRD-PARTY MODELS. WE DO NOT WARRANT THAT ANY OUTPUT, RETRIEVAL, OR RECALLED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, RELEVANT, OR SUITABLE FOR YOUR PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING OUTPUTS BEFORE RELYING ON THEM, AND FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON THEM. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.
The Service may interoperate with or rely on third-party products, services, models, or integrations that you choose to use or that we use to provide the Service. We are not responsible for third-party products or services, and your use of them may be subject to separate terms. We do not warrant and are not liable for any third-party products or services.
14.1 Exclusion of indirect damages. TO THE MAXIMUM 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 ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR INACCURACY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
14.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) TWO (2) TIMES THE TOTAL FEES YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
14.3 Exclusions from the cap. The limitations in Sections 14.1 and 14.2 do not apply to (a) your payment obligations under Section 6, (b) either party's indemnification obligations under Section 11, or (c) liability that cannot be limited or excluded under applicable law.
14.4 Basis of the bargain. The parties agree that these limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.
We may modify these Terms (including the AUP) from time to time. If we make a material change, we will provide reasonable advance notice (for example, by email, in the Service, or by posting an updated version with a new "Last updated" date), and, where practicable, at least 30 days' notice before the change takes effect. Changes required to address legal requirements may take effect immediately. Your continued use of the Service after the effective date of a change constitutes acceptance of the modified Terms. If you do not agree to a change, you must stop using the Service.
16.1 Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
16.2 Venue; jurisdiction. The state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.
16.3 Equitable relief. Nothing in these Terms limits either party's right to seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information.
16.4 Judicial reference; jury-trial alternative. If any dispute arising out of or relating to these Terms or the Service is filed in a California state court and for any reason is not subject to binding arbitration, then, to the fullest extent permitted by law, the parties agree that the dispute will be resolved by a general reference to a referee under California Code of Civil Procedure §§ 638 through 645.1. The referee will be a retired judge or justice, or an attorney with at least ten (10) years of relevant experience, agreed upon by the parties or, absent agreement, appointed by the court under § 640. The referee will hear and determine all issues, whether of fact or law, and will deliver a written statement of decision; the resulting judgment is appealable as if rendered by the court. The parties will share the referee's fees equally as incurred, subject to award to the prevailing party under Section 16.6. THE PARTIES UNDERSTAND THAT, BY AGREEING TO JUDICIAL REFERENCE, THEY ARE GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED BY A JURY. This Section does not limit either party's right to seek provisional or equitable relief under Section 16.3, or to bring an individual claim in small claims court.
16.5 Prevailing party. In any action or judicial reference to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
16.6 Entire agreement; precedence. These Terms, together with any documents expressly incorporated by reference (including the Privacy Policy, DPA, and any order or written agreement signed by both parties), are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. In the event of a conflict, a signed written agreement between the parties controls over these Terms, and these Terms control over incorporated policies unless a policy expressly states otherwise.
16.7 Assignment. You may not assign or transfer these Terms 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 our competitor and assumes these Terms. We may assign these Terms freely. Any prohibited assignment is void.
16.8 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.
16.9 Notices. We may provide notices to you by email to your account address or by posting in the Service. You must send legal notices to us at legal@pairsys.ai, with a copy by mail to: PAIR Systems, Inc., c/o Cogency Global Inc. (registered agent), 850 New Burton Road, Suite 201, Dover, DE 19904.
16.10 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
16.11 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect. A party's failure to enforce any right is not a waiver.
16.12 U.S. government end users. The Service is a "commercial product" / "commercial computer software," and any use by or for the U.S. government is subject to these Terms.
16.13 No third-party beneficiaries. These Terms do not confer any rights on any third party, except that our affiliates and personnel are intended beneficiaries of the indemnity and liability provisions.
PAIR Systems, Inc. c/o Cogency Global Inc. (registered agent), 850 New Burton Road, Suite 201, Dover, DE 19904 General/support: hello@goodmem.ai Legal: legal@pairsys.ai Privacy: privacy@pairsys.ai Security: security@pairsys.ai