The Service is offered in tiered subscription plans (Developer, Team, Professional, Enterprise) plus metered overage dimensions. Current pricing is published at memorycore.com.au/#pricing and on the Azure Marketplace listing. Subscription is monthly unless otherwise agreed in a private offer.
Subscriber agrees not to:
We target 99.5% monthly uptime for the API surface. Scheduled maintenance is announced at least 48 hours in advance where reasonably practicable. Service credits for downtime are calculated under Amendment A8 (SLA).
Each party shall protect the other's Confidential Information with at least the same care it uses for its own. "Confidential Information" excludes information that is public, independently developed, or rightfully obtained from a third party.
For direct subscriptions, these Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales. For Azure Marketplace transactions, MSSC governing-law provisions apply unless varied by Amendment.
We may update these Terms from time to time. Material changes will be notified by email at least 30 days before taking effect.
This Addendum forms part of the agreement between AppliedAgentics and Subscriber. For Azure Marketplace subscriptions, this Addendum supplements the Microsoft Standard Contract (MSSC) and prevails over MSSC terms only to the extent permitted by the MSSC framework.
Subscriber shall not (and shall not permit any third party to) decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, architecture, algorithms, internal data structures, or trade secrets of the Service, except to the limited extent expressly permitted by applicable mandatory law and only after first requesting the relevant information from us in writing.
Subscriber shall not bulk-extract, scrape, mirror, harvest, or systematically retrieve Outputs at a volume or pattern materially exceeding ordinary application use, whether through automated means or otherwise, except to retrieve Subscriber's own Customer Data via documented export endpoints.
Subscriber shall not use Outputs to train, fine-tune, evaluate against, or otherwise develop any machine-learning model, large language model, embedding model, retrieval system, or AI/ML product that is intended to perform the same or substantially similar function as the Service. Subscriber may use Outputs solely for Subscriber's internal application logic and end-user-facing features.
We commit that data submitted by one tenant is not used, aggregated, derived from, inferred against, or otherwise leveraged to improve service or generate Outputs for any other tenant. Subscriber commits not to attempt to elicit cross-tenant data via crafted queries, side-channel timing analysis, or any other means.
We may, on reasonable suspicion of breach of A1–A3 and on 30 days' written notice, audit Subscriber's API usage logs and application logs that reference the Service. Audit is at our cost unless breach is established, in which case Subscriber bears reasonable audit costs. Audit shall not require access to Subscriber's other systems or data unrelated to the Service.
Subscriber retains all right, title, and interest in Customer Data. We obtain only a limited licence to host, process, retrieve, and return Customer Data as necessary to provide the Service to Subscriber. We obtain no licence to use Customer Data for any other purpose.
Customer Data is retained per the Privacy Policy: for the duration of an active subscription, plus a 30-day post-cancellation recovery window, after which Customer Data is permanently deleted from production systems within a further 60 days from backup retention.
We will defend Subscriber against any third-party claim that the Service, as delivered by us, infringes a third party's patent, copyright, or trade-secret right, and we will pay damages finally awarded against Subscriber in such claim, provided Subscriber promptly notifies us in writing of the claim, gives us sole control of defence and settlement, and provides reasonable cooperation. We have no obligation under this clause to the extent the claim arises from (i) Customer Data, (ii) Subscriber's combination of the Service with other products not supplied by us, or (iii) modifications to the Service made by anyone other than us.
Except for liabilities arising from A3 (model training) or A9 (IP indemnification), each party's aggregate liability arising out of or related to these Terms is limited to the fees paid by Subscriber for the Service in the 12 months immediately preceding the event giving rise to the claim. In no event will either party be liable for indirect, consequential, special, incidental, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility of such damages. Nothing in this clause limits liability that cannot be limited under applicable mandatory law.
Questions about these Terms: legal@memorycore.com.au