Terms of Service

These Terms of Service ("Terms") govern your access to and use of offerings by Mutable State Inc. ("Mutable State," "we," "us," or "our"), including APIs, SDKs, software, websites, documentation, and all versions of the shared memory network for AI agents ("Service"), including pre-release, beta, and experimental versions. "Ensue" is a product brand name of Mutable State Inc. and is used throughout these Terms to refer to the Service.

By using the Service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

1. Scope of Service

Ensue provides a shared memory network that enables users, agents, and tools to store, retrieve, search, and share memory and structured data via standard interfaces and protocols, including MCP-compatible connectivity. You control permissions for how memories are shared and accessed.

2. Pre-Release Status

The Service is currently in pre-release. Features may change, break, or be discontinued without notice. By using the Service, you acknowledge and accept these risks. See Section 13 for warranty disclaimers.

3. Eligibility and Account Registration

Eligibility

At least 16 years old (or age of majority in your jurisdiction)
Legal capacity to form a binding contract

Account Security

Maintain confidentiality of credentials, API keys, and tokens
Responsible for all activity under your account
Notify us immediately of unauthorized access or security breach

4. Your Data

Ownership

You retain ownership of data, files, memories, and materials you submit ("Your Data"). Your Data may include personal data as described in our Privacy Policy.

License to Ensue

You grant us a non-exclusive, worldwide, royalty-free, sublicensable license to:

Store and process Your Data to provide the Service
Transmit Your Data to third-party AI providers as part of the Service
Index and retrieve Your Data for search and memory functions
Display Your Data to you and authorized users
Back up Your Data for disaster recovery and reliability
Use Your Data to maintain, improve, and develop the Service, including through the use of AI and machine learning technologies
Create and use aggregated, de-identified, or anonymized data derived from Your Data for any lawful business purpose, including analytics, research, product improvement, and training or fine-tuning AI models

License Termination

License ends when you delete Your Data or close your account, except: copies may persist in backups for up to 90 days; de-identified or aggregated data may be retained; longer retention may apply where required by law or for legal defense.

Your Responsibilities

You own or have rights to submitted content
Content does not violate laws or third-party rights
Necessary consents obtained; you comply with applicable data protection laws

Prohibited Content

Illegal, fraudulent, or rights-violating content
Malware, viruses, harmful code
IP infringement or privacy violations
Hate speech, harassment, incitement to violence
Exploitation or harm to minors
Regulated data you are not authorized to store (e.g., PHI without BAA, payment card data without PCI)

We may remove prohibited content without notice; we have no obligation to monitor. For data deletion details, see Section 8.

5. Acceptable Use Policy

You agree not to:

Disrupt, degrade, or gain unauthorized access to the Service or its systems
Bypass rate limits, authentication, or security mechanisms
Access data beyond official APIs or use other users' content without authorization
Submit prohibited content (see Section 4) or violate privacy laws
Reverse engineer the Service or remove proprietary notices (where prohibited by law)
Use the Service to develop competing products, benchmark for competition without consent, or train competing models on Service output
Violate third-party terms (e.g., AI provider terms) or misrepresent relationships with third parties
Use the Service for illegal purposes, including violations of export controls, sanctions, or financial crime laws

Violations may be reported to law enforcement.

6. DMCA Policy

We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe that content accessible through the Service infringes your copyright, you may submit a notice to ops@ensue.dev. We reserve the right to remove or disable access to content alleged to be infringing and to terminate accounts of repeat infringers.

7. Third-Party AI Providers and Integrations

AI Providers

Your Data may be transmitted to third-party AI providers as part of the Service
Provider terms and privacy policies govern their handling of your data
We have no control over third-party provider data practices

Other Third-Party Services

The Service relies on or may integrate with other services (e.g., cloud infrastructure, payment processors). Their terms apply to your use of those services.

8. Service Modifications and Termination

Our Right to Modify or Discontinue

Modify, suspend, limit, or discontinue any feature
Change API endpoints, rate limits, or functionality
Discontinue integrations or platforms; shut down the Service

Non-material changes may be implemented without notice; material changes negatively affecting core functionality will include reasonable notice when feasible.

Termination by You

Terminate anytime via dashboard or by emailing ops@ensue.dev. Export data before terminating. We delete content per the Privacy Policy (production removal promptly; backups up to 90 days).

Termination by Ensue

With notice (standard termination): We may provide notice for non-urgent cases (business decisions, non-renewal, non-urgent violations) when feasible. Access to export during any notice window.
Immediate termination without notice: security threats, legal/regulatory requirements, severe abuse, billing fraud. Notice provided as soon as reasonably possible unless prohibited or risky.

Data Deletion and Retention

Deleted or terminated content is removed from production systems within a reasonable timeframe
May persist in caches, CDNs, or temporary storage for a limited period
May remain in backups subject to rotation schedules (up to 90 days)
Aggregated or de-identified data may be retained indefinitely

Instant deletion from all systems is not possible due to infrastructure limitations. You are responsible for exporting data before termination. We are not obligated to provide exports after termination, though we'll make reasonable efforts within the backup window.

We are not liable for damages from modification, suspension, or termination, including data loss or lost profits.

9. Intellectual Property Rights

Ensue IP

Mutable State Inc. retains all rights in the Service (software, APIs, SDKs, infrastructure), docs, trademarks (including the Ensue brand), branding, inventions, and improvements.

Feedback

You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and incorporate Feedback for any lawful business purpose, including to improve the Service and develop related products. No compensation unless separately agreed.

Open Source

Open source components are under their own licenses. Nothing here restricts your rights under those licenses.

10. Privacy and Data Protection

Your use is governed by our Privacy Policy (incorporated by reference). Key points:

You control memories and access permissions
We may use AI and machine learning technologies to operate, improve, and enhance the Service
We may create and use aggregated, de-identified, or anonymized data for any lawful business purpose, including AI model training
Memory content may be transmitted to third-party AI providers as part of the Service
Data stored on AWS globally
For GDPR/DPAs, contact ops@ensue.dev

Where we process personal data on behalf of a business customer, such processing is governed by our Data Processing Agreement, which takes precedence over these Terms and the Privacy Policy.

If there is a conflict between these Terms and the Privacy Policy on data handling, the Privacy Policy governs.

11. Payment Terms (If Applicable)

Free Tier and Paid Plans

Free and paid plans may be offered; pricing, features, and limits are shown in your dashboard or order.

Fees and Payment

Fees in USD unless specified
Charged per billing cycle; due immediately; generally non-refundable
You authorize charges to your payment method; you are responsible for taxes

Price Changes

30 days' notice for future billing periods; cancel before next period if you do not accept.

Non-Payment and Suspension

Up to three charge attempts
Email notice of failure
After 15 days of non-payment, suspension/downgrade
7 additional days to update payment before possible termination

Refunds

Fees are generally non-refundable. Possible refunds for: Service outages (>72 hours due to our fault), billing errors, or our material breach (unused service). No refunds for third-party failures, non-use, your violations, or feature changes. Request refunds within 30 days of charge.

12. Service Levels and Support

No SLAs

No SLA or uptime guarantee during pre-release
Unplanned downtime, maintenance, throttling, or limit changes may occur

Support

Email: ops@ensue.dev (best-effort; response times not guaranteed)
Docs and community resources
Security incident response for reported issues

Enhanced support may be offered for paid plans via plan terms or separate agreement.

Feature and Limit Changes

We may change features, rate limits, storage limits, and service parameters at any time. Reasonable notice for material negative changes when feasible, but no absolute obligation during pre-release.

13. Warranties and Disclaimers

Disclaimer of Warranties

Service is "AS IS" and "AS AVAILABLE"
No implied warranties (merchantability, fitness, non-infringement)
No guarantees on accuracy, completeness, availability, security, or data integrity
Pre-release: bugs, security gaps, feature changes/removal, potential data loss; no compliance certifications yet
No warranties for third-party services (AI providers, cloud infrastructure, integrations)
Service output is not professional advice; you are responsible for use and verification

14. Limitation of Liability

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Mutable State Inc.'s total aggregate liability for all claims arising from or related to these Terms or the Service shall not exceed:

For paid users: the total amount you paid to Ensue in the 12 months preceding the claim
For free users (including free tier and pre-release users who have not paid fees): $0 (zero dollars)

This cap applies regardless of the form of action.

Excluded Damages

Indirect, incidental, consequential, punitive, or special damages
Lost profits, revenue, savings, opportunities, or goodwill
Business interruption or costs of substitute services
Data loss or corruption (except where required by law for gross negligence)
Third-party actions (AI providers, cloud infrastructure, other vendors)
Security incidents unless caused by our gross negligence or willful misconduct
Damages from your misuse or violations

Exclusions apply even if we were advised of the possibility, remedies fail, or damages were foreseeable.

Exceptions

Gross negligence or willful misconduct by Ensue
Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Liability that cannot be limited under applicable law
Our indemnification obligations under Section 15

Fees reflect this allocation of risk. Third-party limitations apply independently.

15. Indemnification

Your Indemnification of Ensue

You will indemnify, defend, and hold harmless Mutable State Inc., its affiliates, and personnel from claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: your use or misuse of the Service (including AUP violations); Your Data (including IP or privacy claims); your violations of third-party rights; your sharing of data with AI providers; your failure to comply with laws (data protection, export, etc.); your failure to secure credentials; claims by your personnel or customers related to your use; and your breach of representations or warranties.

Process

We will notify you of claims promptly
You control defense/settlement (no admitting our liability or adding obligations without consent)
We may participate with our own counsel at our expense

Our Indemnification of You (IP Claims, Paid Users Only)

We will defend paid users against third-party IP infringement claims about the Service and pay damages finally awarded, if you notify us promptly, give us control, and cooperate.

Exclusions: your content or modifications, combinations with other products/services, using outdated versions after an offered update, or violations of these Terms.

Remedies: we may obtain rights, replace/modify to avoid infringement, or terminate access and refund prepaid, unused fees. This is your exclusive remedy for IP claims.

16. Export Controls and Sanctions Compliance

Comply with applicable export and import control laws and sanctions (EAR, OFAC, etc.). You represent that: you are not in an embargoed country/region (Cuba, Iran, North Korea, Syria, Crimea/Donetsk/Luhansk); you are not on U.S. restricted party lists; and you will not use the Service for prohibited purposes (e.g., WMD development).

If you become subject to sanctions, cease use and notify us; we may suspend/terminate immediately and may be required to freeze/block your account.

17. Dispute Resolution and Governing Law

Governing Law

Delaware law governs these Terms and related disputes.

Informal Resolution

Contact ops@ensue.dev and attempt good-faith resolution for 30 days before formal proceedings.

Binding Arbitration

If informal resolution fails, all disputes arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party bears its own costs; arbitration fees are split equally unless the arbitrator decides otherwise.

No Class Actions

You may only resolve disputes with us on an individual basis. You may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations or proceedings are not permitted.

Exceptions to Arbitration

Either party may seek injunctive or equitable relief in any court of competent jurisdiction for claims involving intellectual property rights or unauthorized access to the Service. Small claims court actions within jurisdictional limits are also exempt from arbitration.

EU/UK Users

Mandatory statutory rights remain (local courts, consumer protections, GDPR rights). The arbitration clause does not apply where prohibited by applicable law.

Time Limit

Claims must be filed within one year of arising or are permanently barred.

18. General Provisions

Entire agreement: these Terms + Privacy Policy + incorporated terms
Changes: effective on posting; continued use = acceptance; material adverse changes get reasonable notice when feasible
Assignment: you cannot assign without consent; we may assign in corporate transactions (we'll notify if materially changing rights)
Severability: invalid provisions limited/eliminated; remainder survives; intent replaced in good faith
No waiver: without written consent; no implied waivers
Force majeure: not liable for failures beyond reasonable control (does not excuse payment)
Relationship: independent contractors; no agency/partnership
Third-party beneficiaries: none, except our affiliates/personnel for indemnity/liability limitations
Notices: to you via email/dashboard/website; to us at ops@ensue.dev
Survival: key sections survive termination (Your Data license termination, IP feedback, disclaimers, limitation, indemnity, dispute resolution, general)
Language/interpretation: English controls; headings for convenience; "including" means without limitation

19. Contact Information

All inquiries: ops@ensue.dev