Terms of Service

1. Eligibility

You must be at least 13 years old to use the Service, and at least 18 (or the age of majority where you live) to accept these Terms on your own behalf. If you use the Service for an organization, you represent that you are authorized to bind it, and “you” includes that organization.

2. License to the App

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use the App on devices you own or control. Parts of the App may be released under an open source license; where they are, that license governs those parts and takes precedence over this section to the extent of any conflict.

Except as permitted by an applicable open source license, you may not:

• reverse engineer, decompile, or attempt to extract source code from the App;
• resell, sublicense, rent, or lease the App;
• remove or alter any proprietary notices;
• use the Service to build a competing product by copying its design or code.

3. Your keys, your providers

The App works with model providers and third-party services that you connect using your own accounts and API keys (“Third-Party Services”). You are responsible for:

• complying with each Third-Party Service's terms and usage policies;
• all fees those services charge you, including usage generated by agents you run;
• keeping your keys secure and scoped appropriately.

We don't control Third-Party Services and are not responsible for their availability, output, pricing, or data practices.

4. AI output and agents

The Service lets you run AI agents that generate content, write code, and take actions you authorize. AI output can be wrong, incomplete, biased, or unsafe. You are responsible for reviewing output before relying on it and for any actions agents take with the permissions you grant them, including changes to your files, repositories, and connected services. We don't warrant the accuracy, quality, or fitness of any AI output.

5. Your content

You own the content you create with or bring into the Service (“Your Content”). Because the App is local-first, Your Content stays on your device unless you turn on sync or team features. Where you do, you grant us a limited license to host, store, and transmit Your Content solely to provide those features to you and the people you share it with. You are responsible for having the rights to Your Content and for what you share.

6. Acceptable use

You agree not to use the Service to:

• violate any law or the rights of others;
• distribute malware, or interfere with or attack any system, including ours;
• gain unauthorized access to accounts, systems, or data;
• generate or distribute content that is illegal, or that exploits or endangers minors;
• circumvent usage limits, security, or access controls of the Service or any Third-Party Service.

7. Accounts and cloud features

Some optional features may require an account. You are responsible for activity under your account and for keeping your credentials secure. We may suspend or terminate accounts that violate these Terms. You can stop using the Service and delete your local data at any time; for anything we host, contact us and we will delete it.

8. Fees

The App is currently free. If we introduce paid plans, pricing, billing terms, and any auto-renewal and cancellation terms will be presented clearly at the point of purchase and will form part of these Terms. Fees charged by Third-Party Services are always separate and yours.

9. Intellectual property

The Service, including its design, code (other than open source components under their own licenses), trademarks, and content we provide, is owned by Mefriend Inc. or its licensors. Feedback you send us may be used without obligation to you.

10. Third-party and open source software

The App includes third-party and open source components. Their licenses are listed in the App or its repository and govern those components.

11. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEFRIEND INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, REVENUE, OR GOODWILL, ARISING FROM OR RELATED TO THE SERVICE, THIRD-PARTY SERVICES, OR AI OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED US DOLLARS (US$100).

13. Indemnification

You will defend, indemnify, and hold harmless Mefriend Inc.from claims, damages, and expenses (including reasonable attorneys' fees) arising from Your Content, your use of the Service or Third-Party Services, actions taken by agents you run, or your violation of these Terms or any law.

14. Termination

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms or if we discontinue the Service. Sections that by their nature should survive (including 4, 5, 9, and 11 through 17) survive termination. Your local data remains yours and on your device.

15. Export and sanctions compliance

The App may be subject to US export control and sanctions laws. You represent that you are not located in, or a national of, a country or territory subject to comprehensive US sanctions, and are not on any US government restricted-party list, and you agree not to export or re-export the App in violation of those laws.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-laws rules.

Informal resolution first. Before filing a claim, contact us at marc@naly.ai and we will try to resolve it within 60 days.

Arbitration.If we can't, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, except that either party may bring individual claims in small claims court or seek injunctive relief for infringement of intellectual property. The Federal Arbitration Act governs this section.

Class action waiver. YOU AND MEFRIEND INC. AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Opt-out. You may opt out of arbitration by emailing us within 30 days of first accepting these Terms with your name and a statement that you opt out. If you do, or if arbitration is found unenforceable, disputes will be resolved exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction.

17. General

• Changes. We may update these Terms. Material changes will be posted on the Site or in the App before they take effect; continued use after that means you accept them.
• Entire agreement. These Terms, the Privacy Policy, and any plan-specific terms are the whole agreement between us about the Service.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Contact. marc@naly.ai