Terms of Service

Terms for the hosted XMemo service provided by Yonro Co., Ltd. to individual users and authorized agent clients.

These Terms are a legally binding agreement between you and Yonro Co., Ltd. An individual does not become a party merely by acting for Yonro; nothing in these Terms excludes responsibility that applicable law imposes on any person for their own conduct.
Use the service only through XMemo's official apps, websites, APIs, MCP server and SDKs.
Keep API keys and tokens in environment variables or a secret manager; never put them in public URLs or in code that runs in a browser.
Respect rate limits, account and Team boundaries, acceptable-use controls, and the rights of other people.
Use XMemo only for memory, recall, workflow handoff, and governance data that you have the right to process.

Provider, acceptance, and eligibility

XMemo is provided by Yonro Co., Ltd. By creating an account, checking the registration agreement box, connecting an authorized client, or using an authenticated service, you agree to these Terms and acknowledge the Privacy Notice.

You must be at least 18 years old, or the minimum age required to form a binding contract where you live, whichever is higher.
If you use XMemo for an organization, you represent that you have authority to bind that organization.
Yonro Co., Ltd. is the contracting party. A director, employee, officer, shareholder, or contractor does not become a party merely by acting for Yonro. This does not limit any non-excludable statutory or personal responsibility for that person's own conduct.
We record the server-controlled Terms and Privacy versions, acceptance time and method, and security/audit metadata needed to prove acceptance and protect the service.

Account access and credentials

You must provide accurate account information, protect your sessions, invite codes, OAuth grants, API keys, and MCP bearer tokens, and promptly report suspected compromise. You are responsible for activity performed through credentials you authorize, except to the extent caused by Yonro's breach of a non-waivable duty.

Browser users should use HttpOnly sessions instead of exposing raw API keys.
Automated tools must use an API or MCP credential issued for the specific Personal or Team space and purpose they work in.
You may not sell, publicly disclose, or share credentials across accounts, Teams, customers, or unauthorized agents.
We may revoke or rotate credentials to address compromise, abuse, offboarding, legal requirements, or material risk.

ChatGPT and MCP use

ChatGPT and other MCP clients may connect to XMemo only through the supported OAuth sign-in, the hosted MCP server, the API, an SDK, or a key kept in a local secret store.

Do not paste raw bearer tokens into public listings, screenshots, shared prompts, or URLs.
Tools and clients must truthfully describe their read, write, destructive, and external-action behavior.
You must review what an agent saves, updates, shares, redacts, or deletes and give it only the authority it needs.

AI output and user responsibility

XMemo is an assistive memory, recall, and workflow tool. It does not provide legal, medical, financial, tax, employment, security, or other professional advice.

Stored or recalled information, summaries, recommendations, and connected-agent actions may be incomplete, outdated, inaccurate, duplicated, or inappropriate for a particular decision.
Verify important information and review agent actions before relying on, publishing, or acting on them.
Do not use XMemo as the sole basis for decisions that materially affect a person's rights, safety, employment, credit, housing, insurance, education, healthcare, or legal position.

Acceptable use

You must comply with applicable law and may not use XMemo to harm people, violate rights, deceive others, or compromise systems.

Do not bypass rate limits or security controls, probe another account or Team, introduce malware, disrupt the service, scrape restricted surfaces, or attempt unauthorized access.
Do not store or process unlawful content, credential dumps, exploit material, or personal/confidential data you lack authority to process.
Do not impersonate others, misrepresent agent output as verified human work, or use the service for fraud, harassment, exploitation, or unlawful surveillance.
Do not use XMemo for fully automated high-impact decisions unless your deployment and process independently provide all controls required by law and contract.

Customer content and intellectual property

You retain ownership of content that you or your authorized agents provide. You grant Yonro a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, secure, back up, and troubleshoot that content only as reasonably necessary to provide the service, follow your instructions, prevent abuse, and comply with law.

Yonro does not sell Customer Content, use it for advertising, or use customer memories to train generalized AI or machine-learning models.
You must hold the rights, notices, permissions, and lawful basis needed to submit, store, process, and share content through XMemo.
Team-shared content is governed by and remains available within the Team even after a member leaves or closes a Personal account. Sharing content with a Team does not by itself transfer intellectual-property ownership; Personal content remains separate from Team-shared content.
XMemo software, product design, documentation, service names, logos, and related intellectual property belong to Yonro or its licensors. Applicable open-source licenses continue to govern open-source components.

Third-party services

XMemo may depend on or interoperate with cloud hosting, identity, AI, observability, support, ChatGPT, MCP, and other third-party services. Their own terms and privacy notices may apply to your direct use of them.

Yonro does not control a third party's independent service, output, policy changes, or availability and does not promise that third-party integrations will remain available.
You are responsible for deciding whether to connect a third party and for the permissions you grant it.
These third-party limitations do not excuse Yonro from duties that applicable law or a signed agreement imposes on Yonro, including duties relating to our selection, configuration, or use of service providers.

Subscriptions, renewals and refunds

XMemo offers Free at USD $0 and Plus at USD $19 per month or USD $190 per year. Purchase availability is shown on [Pricing](/pricing); publishing these terms does not open sales. No payment is authorized merely by using Free. By completing a Plus purchase, you authorize the amount and recurring monthly or annual charges disclosed at checkout until cancellation. The first period is charged at purchase and subsequent periods at renewal. Applicable taxes and the total are displayed before payment. Stripe provides payment services; for Managed Payments purchases, Stripe acts as merchant of record and handles the covered transaction, indirect taxes and payment support under the terms shown at checkout. Yonro operates XMemo. Plus becomes available after payment confirmation and account activation. Only changes offered in account settings or Customer Portal are supported; no proration, trial or service-level guarantee is promised here. Failed renewal payments may enter a limited grace period where applicable; paid capabilities may be suspended or expire if payment is not recovered. Recovery restores eligible capabilities after confirmation. Cancel future renewal through Customer Portal from the billing area in account settings before the next renewal. A normal cancellation takes effect at the end of the paid period, with access continuing through that period. Cancellation does not automatically refund a payment. Contact support@xmemo.dev for a refund review, including duplicate or unauthorized charges; no approval or refund window is guaranteed. Mandatory consumer rights and applicable Stripe transaction terms prevail. Contact support or the transaction support shown on your receipt for payment disputes; your right to contact your payment provider is unaffected. Refunds, disputes or an immediate termination may affect paid access. Ending paid access does not itself delete memories or projects: Free access and the existing retention and account-deletion rules continue to apply. Closing an account and canceling renewal are separate actions. XMemo offers no blanket money-back guarantee or fixed voluntary refund window. Requests are reviewed case by case through support@xmemo.dev and/or Stripe Managed Payments / Link support. Duplicate charges, clear accidental purchases with no meaningful use, material service failures caused by XMemo, legal requirements and similar exceptional circumstances may be considered for a refund; approval is not guaranteed. Mandatory consumer rights and applicable law always prevail.

Service boundary and support

XMemo may evolve as security, legal, technical, and product requirements change. Public documentation describes current intended behavior but does not create a warranty beyond these Terms or a signed agreement.

Support and account-review requests may be filed through the public support channel linked from the service.
We may investigate security and abuse reports, preserve relevant evidence, and take proportionate protective action.
Features identified as preview, beta, or early access are provided for evaluation only and may change or be withdrawn at any time. They carry no additional product-specific availability, compatibility, or retention commitment beyond these Terms, the Privacy Notice, applicable law, or a signed agreement.
Public demos, listings, and documentation must not contain credentials or private customer data.

Data loss, backups, and availability

Yonro uses commercially reasonable security, backup, and reliability practices, but no online service can guarantee zero data loss, corruption, downtime, unauthorized access, or interruption.

Keep independent copies of information you cannot afford to lose. You can request a Personal export from your account, but unless self-service download is available to you, our team reviews the request and delivers the export securely, so it is not instant. Do not use XMemo as the only system of record for business-critical or legally required records.
Backup restoration is designed for service-level recovery and may restore a wider system state; it is not a substitute for an individual undo function.
Retention, export, deletion, and backup expiry follow the Privacy Notice, documented product controls, applicable law, and any signed agreement.

Disclaimer of warranties

To the maximum extent permitted by applicable law, XMemo is provided "as is" and "as available" without implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability, or error-free operation.

No public page, demo, roadmap, support response, or marketplace listing creates a warranty unless a signed written agreement expressly says so.
This section does not exclude statutory guarantees, reasonable-skill-and-care duties, privacy or security duties, or other rights that applicable law does not permit Yonro to exclude.

Limitation of liability

To the maximum extent permitted by applicable law, Yonro is not liable for indirect, incidental, special, consequential, exemplary, or punitive loss, or for lost profits, revenue, goodwill, business opportunity, or substitute services, where that category of loss may lawfully be excluded.

For users who are not consumers, Yonro's total aggregate liability for all claims arising out of or relating to the service is limited, in aggregate and not per claim or per period, to the greater of the amounts you paid Yonro for the service in the 12 months before the first event giving rise to a claim and US$100 (or its equivalent in Japanese yen).
For users who are not consumers, and only to the extent lawfully enforceable, stopping use of the service and closing your account is your sole and exclusive remedy for general dissatisfaction that does not involve Yonro's breach of these Terms or a liability preserved below.
For users who are not consumers, a claim must be brought within one year after the claimant knew, or should reasonably have known, of the facts giving rise to it, except where this period cannot lawfully apply or the claim concerns a liability preserved below.
No cap in these Terms applies to a consumer. Yonro's responsibility to a consumer for direct loss is determined under applicable law and any signed agreement.
If you accepted an earlier version of these Terms, the limitation-of-liability provisions of the version you accepted continue to apply to you until you accept these Terms. Yonro records the version each account accepted.
Nothing excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury where it cannot lawfully be limited, breach of a non-excludable privacy or data-protection duty, or any other liability that law does not permit the parties to exclude or limit.
Consumer rights and remedies that cannot be waived prevail over every disclaimer, exclusion, and limitation in these Terms.

Indemnification

If you use XMemo for a business or organization, then to the extent permitted by law you will indemnify Yonro against third-party claims and reasonable defense costs to the extent caused by your unlawful Customer Content, your material breach of these Terms, or your infringement of another person's rights.

Yonro must give reasonably prompt notice and allow you to participate in the defense. You may not settle a claim in a way that admits fault by or imposes an obligation on Yonro without Yonro's written consent.
This section does not apply to an individual consumer except to the extent a comparable obligation is valid and enforceable under the consumer's mandatory law.
You are not responsible to the extent a claim was caused by Yonro's own breach, wilful misconduct, gross negligence, or unlawful act.

Consumer terms and mandatory rights

If you use XMemo for personal purposes outside a trade, business, or profession, mandatory consumer law in your place of residence applies and prevails over conflicting language in these Terms.

Free: USD $0. Plus: USD $19/month or USD $190/year. See [Pricing](/pricing). For billing questions and refund review, contact support@xmemo.dev. See [subscription, cancellation and refund terms](/legal/tos#fees-renewals-and-refunds).
For consumers in Japan, any term that would be void under the Consumer Contract Act does not apply, including an unlawful total exemption of Yonro's liability.
Statutory guarantees, unfair-terms protections, privacy and data-protection remedies, and rights that cannot be waived remain available.
Where mandatory law allows, a consumer may bring or defend proceedings in the courts of the consumer's place of residence.

Suspension, termination, and changes

You may stop using XMemo at any time. A Personal user may directly close an account through the authenticated account settings after strong confirmation. Access credentials are revoked immediately, Personal-data deletion proceeds asynchronously, and Team-shared data remains with the Team. A sole Team owner must first close the Team or transfer ownership to another member.

Yonro may immediately apply a proportionate suspension or restriction when reasonably necessary for security, illegality, active abuse, legal process, or material harm. Where practical, we will identify the reason category and provide a support or review route.
For routine termination initiated by Yonro, we will use reasonable advance notice and provide a reasonable Personal export opportunity before access ends, unless law, security, or the user's conduct makes that unsafe or impracticable.
If Yonro discontinues the whole service, we will use reasonable efforts to provide advance notice and an export period. Deletion and limited retention then follow the Privacy Notice and applicable law.
Materially adverse Terms changes will normally be notified at least 30 days before they take effect. We will request fresh acceptance where law or the product's acceptance controls require it. If you do not agree, you may export your Personal data and close your account before the effective date.
We give notice under these Terms by email to your account address, by an in-product notice, or by publishing an update on the Terms page. Notice is treated as delivered when sent or published, but delivery does not shorten any announced effective date, the 30-day period above, or a longer period required by law. Keep your account email address current. You give notice to Yonro at legal@xmemo.dev.
Neither party is responsible for delay caused by events beyond reasonable control, but this does not excuse obligations that can still reasonably be performed or non-excludable legal duties.

Governing law and dispute resolution

These Terms are governed by the laws of Japan, without regard to conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods. Before starting formal proceedings, you and Yonro will try in good faith to resolve the dispute by contacting legal@xmemo.dev and allowing 30 days for a response and discussion.

For business and organizational users, the Aomori District Court has exclusive jurisdiction as the agreed court of first instance.
For consumers, this choice of law and court does not remove mandatory protections or any right to use the courts of the consumer's residence that applicable law preserves.
These Terms do not impose consumer arbitration or a class-action waiver. Any future arbitration clause requires separate legal review and valid acceptance before it can apply.
These Terms are published in English, Japanese, Chinese, Korean, Spanish, French, Portuguese, and German. If the versions conflict, the English version governs, except that where mandatory law so requires a consumer may rely on the version in the language in which the service was presented to them.
Subject to applicable law, Yonro may transfer these Terms to an affiliate, or in connection with a merger, acquisition, reorganization, or sale of the business or assets to which they relate. If the transfer materially changes the service provider or data controller, we will provide notice and a reasonable Personal export and account-closure opportunity before the change takes effect where required or reasonably practicable. You may not transfer these Terms without Yonro's prior written consent.
If a provision is invalid or unenforceable, it will be applied only to the maximum lawful extent and the remaining provisions continue. A delay in enforcement is not a waiver.
These Terms, the Privacy Notice as an information notice, and any signed supplemental agreement form the complete terms for the applicable service. Provisions that by nature must survive termination, including ownership, lawful retention, disclaimers, liability, and dispute provisions, continue only as necessary for their purpose.

Provider and contracting party: Yonro Co., Ltd. (corporate number 3420001017436), Shinagawa-cho 1-4, Hirosaki, Aomori, Japan.