Terms of Service

1. Acceptance of Terms

By accessing, downloading, installing, or using Cortex MCP software or services ("Service"), you ("User" or "you") agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. Your continued use of the Service constitutes acceptance of any modifications to these Terms.

2. Description of Service

Cortex MCP is a local-first AI memory management solution utilizing the Model Context Protocol (MCP) standard. The Service provides:

• Local MCP server software for long-term AI context management
• License management and verification systems
• Optional encrypted cloud synchronization (Premium tier only)
• Web-based dashboard for account and license management
• API access for integration with AI development tools

3. User Accounts and Registration

3.1 Account Creation

To access certain features, you must create an account using GitHub OAuth authentication. By creating an account, you represent that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction
• All information you provide is accurate and complete
• You will maintain the accuracy of such information

3.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials and license keys
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach

4. License Grant and Restrictions

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your personal or internal business purposes.

4.2 Restrictions

You agree NOT to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the software
• Share, transfer, sublicense, or distribute your license key to any third party
• Use the Service for any illegal, harmful, or unauthorized purpose
• Attempt to circumvent, disable, or interfere with license verification or security features
• Resell, redistribute, or commercially exploit the Service without written authorization
• Use the Service to develop a competing product or service
• Remove, alter, or obscure any proprietary notices or labels

5. Subscription Tiers and Payment

5.1 Service Tiers

The Service is offered in three tiers:

• Free: $0/month - Basic features with usage limits
• Pro: $15/month - Enhanced features for individual developers
• Premium: $20/month - Full features including Multi-PC sync

5.2 Payment Processing

All payments are processed through Paddle.com Market Limited ("Paddle"), our Merchant of Record. By subscribing, you also agree to Paddle's Terms of Service. Paddle handles all billing, invoicing, tax collection, and payment processing.

5.3 Billing Terms

• Subscriptions are billed monthly in advance and renew automatically
• You may cancel your subscription at any time; access continues until the end of the billing period
• Price changes will be communicated at least 30 days in advance
• No prorated refunds for partial months upon cancellation

5.4 Refund Policy

Given the 30-day free trial, we generally do not offer refunds for subscription payments. However, refund requests may be considered on a case-by-case basis. Contact [email protected] for assistance.

6. Free Trial

New users receive a 30-day free trial of Premium features:

• No credit card or payment information required
• Full access to all Premium features during the trial period
• Automatic conversion to Free tier upon trial expiration (no automatic charges)
• All local data remains accessible regardless of tier
• Trial may only be used once per user/organization

7. Data Architecture and User Content

7.1 Zero-Trust Local-First Architecture

Cortex is designed with a Zero-Trust, local-first architecture. This means:

• Your code and context content are stored exclusively on your local machine
• AI conversation content is never transmitted to or stored on our servers
• We do not have access to your source code, project files, or conversation history
• License verification transmits only license key validation data, not content

7.2 Cloud Sync (Premium)

Premium users may optionally enable encrypted cloud synchronization:

• Data is encrypted on your device before transmission using AES-256-GCM encryption
• Encryption keys are derived from your license key; we never possess decryption capabilities
• Synced data is stored in your personal Google Drive account, not our servers

7.3 User Responsibility

You retain all ownership rights to your code, content, and data. You are solely responsible for backing up your local data and ensuring compliance with applicable laws regarding your content.

8. Data Collection and Commercial Use

8.1 Data We Do NOT Collect

We expressly do NOT collect, access, or store:

• Your source code or file contents
• Your AI conversation content (prompts and responses)
• Your context data stored locally
• Your project structure or file names
• Personal documents or sensitive files

8.2 Data We Collect

A. Account Information: GitHub username, email address, account creation date, subscription status, and payment identifiers (processed by Paddle).

B. License Verification Data: Hashed license key, device identifiers for license binding, verification timestamps, and tier status.

C. AI Client Environment Information: Basic information about your development environment, including:

• AI Client name (e.g., "Claude Code CLI", "Claude Desktop", "Cline", "Continue")
• AI Client version number
• MCP Protocol version in use

This information is collected automatically upon first connection to ensure compatibility and provide tool-specific support. It does NOT include information about which AI models you use, your prompts, or generated content.

D. Telemetry Data (Opt-in Only - Default: NO collection): With your explicit consent, we may collect usage analytics at three levels:

IMPORTANT: Telemetry data at any level DOES NOT include the actual content of your code, conversations, or context. You must explicitly opt-in during installation or in your account settings. You can change this setting or opt-out at any time.

8.3 Commercial Use of Aggregated Data

8.4 Consent and Opt-Out Rights

Initial Consent Process:

Upon first installation or configuration, you will be presented with a clear consent prompt allowing you to choose your telemetry level (NONE/BASIC/FULL). The default setting is NONE (no telemetry collection). You must actively choose to enable telemetry.

Changing Your Choice:

You may change your telemetry level or opt out completely at any time through:

• Dashboard Settings: Visit Settings → Privacy → Telemetry Level
• CLI Command: cortex telemetry set [none|basic|full]
• Email Request: Contact us at [email protected]

Important: Opting out will not affect your access to the Service. All features remain fully functional regardless of your telemetry choice.

For more detailed information about data collection and your rights, please review our Privacy Policy.

9. Intellectual Property

9.1 Our Intellectual Property

The Service, including all software, algorithms, designs, documentation, and trademarks, is owned by us and protected by intellectual property laws. Nothing in these Terms grants you any rights to our intellectual property except the limited license described herein.

9.2 Your Intellectual Property

You retain all rights to your code, content, and data. We claim no ownership over any content you create using the Service.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without obligation to you.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ERRORS WILL BE CORRECTED; OR (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your content or data.

13. Termination

13.1 Termination by You

You may terminate your account at any time by canceling your subscription and deleting your account through the dashboard or by contacting us.

13.2 Termination by Us

We may suspend or terminate your access immediately, without prior notice, for any reason, including but not limited to breach of these Terms, fraudulent activity, or legal requirements.

13.3 Effect of Termination

Upon termination: (a) your license rights cease immediately; (b) you must cease all use of the Service; (c) your local data remains on your machine until you delete it; (d) we may delete your account data within 30 days.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

14.2 Arbitration Agreement

Any dispute arising from these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware.

14.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.4 Exception for Small Claims

Notwithstanding the above, either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

15. International Users

The Service is operated from the United States. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with local laws. For users in the European Economic Area (EEA), please also review our Privacy Policy for GDPR-specific provisions.

16. Export Compliance

The Service may be subject to U.S. export control laws. You agree not to export or re-export the Service to any country, entity, or person prohibited by applicable export laws.

17. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Service at least 30 days before taking effect. Your continued use of the Service after such notice constitutes acceptance of the modified Terms.

18. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms freely.
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

19. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us at: