Terms of Service

Last updated: April 15, 2026

1. Agreement

These Terms of Service (“Terms”) govern your use of products and services provided by OpenCxMS Technologies, Inc. (“OpenCxMS,” “we,” “us”), a Pennsylvania Public Benefit Corporation. By creating an account or purchasing a product, you agree to these Terms.

2. Products

CxMS Pro

CxMS Pro is a commercial software product that adds persistent memory to AI coding assistants. It runs on your machine. Your code, memory content, and intellectual property are never transmitted to our servers. A license key is required and validated via a periodic heartbeat.

BYOK AI App

The BYOK AI App is a mobile application that provides AI chat with persistent memory. You provide your own API keys for AI providers (OpenAI, Anthropic, Google). We do not store or have access to your API keys, conversations, or memory data.

CxMS Core (Free)

CxMS Core is open-source software released under the MIT License on GitHub. It is provided as-is, without warranty. These commercial Terms do not apply to the free open-source version.

3. Accounts

An account is created automatically when you purchase a product. You are responsible for maintaining the security of your account credentials. You must provide accurate information and keep your email address current.

4. Pricing and Payment

  • CxMS Pro: $49 one-time per seat. A single purchase grants a perpetual license for one AI coding CLI (default Claude Code). A multi-CLI add-on that unlocks additional assistants on the same local memory database is in development; pricing will be announced separately when it ships.
  • BYOK AI App: $9.99/month. API costs for AI providers (OpenAI, Anthropic, Google) are separate and billed directly by those providers.
  • Third-Party API Usage: You are solely responsible for managing, monitoring, and controlling your own API keys and token usage with third-party AI providers. OpenCxMS Technologies does not control, limit, or monitor your API consumption. You are responsible for all charges incurred through the use of your API keys within the application, including any charges resulting from unexpected, excessive, or unauthorized usage. We strongly recommend setting spending limits and usage alerts directly with your API provider(s).
  • CxMS Pro purchases are handled by Gumroad. Any recurring subscription products are handled by our payment processor with auto-renewal on the same day each month.
  • Future pricing changes apply only to new purchases; existing CxMS Pro licenses are not affected. Subscription price changes require 30 days' written notice to active subscribers.

5. Cancellation and Refunds

  • CxMS Pro (one-time purchase): Refunds are available within 14 days of purchase, for any reason, through the Gumroad purchase page. After 14 days, purchases are non-refundable.
  • Subscription products: You may cancel any subscription at any time from your account dashboard or the billing portal. Upon cancellation, your subscription remains active through the end of the current billing period. You will not be charged again. No refunds are issued for partial billing periods.
  • Your data remains on your machine after refund or cancellation. We do not delete your local data.

6. License

CxMS Pro is licensed, not sold. Your purchase grants a non-exclusive, non-transferable, perpetual license to use the software, subject to these Terms.

You may:

  • Install and use the software on your machines
  • Inspect the readable source code (hooks, libraries, license validation)
  • Export your memory data at any time

You may not:

  • Reverse engineer, decompile, or disassemble the compiled engine
  • Circumvent license validation or telemetry
  • Redistribute, sublicense, or resell the software
  • Use the software to build a competing product
  • Share license keys between organizations

7. Intellectual Property

CxMS Pro, the Cortex memory engine, and related technologies are patent-pending (16 provisional patent applications filed with the USPTO). The software, documentation, and architecture are the intellectual property of OpenCxMS Technologies, Inc.

Your data is yours. All memory content, code, and intellectual property you create or store using our products belongs to you. We claim no ownership over your data.

8. Data Ownership and Privacy

Your code and AI memory content never leave your machine (CxMS Pro) or your device (BYOK App). We do not have access to your intellectual property. See our Privacy Policy for full details on data handling.

9. Service Availability

CxMS Pro runs locally on your machine. It does not depend on our servers to function. The only server dependency is the license heartbeat, which has a 14-day grace period for offline use.

We aim for high availability of the license server and support infrastructure but do not guarantee 100% uptime. The grace period ensures your workflow is not interrupted by temporary server issues.

10. Support

Support is available to licensed users and active subscribers via the support page at opencxms.com/support. We respond within 24 hours on business days. Support covers installation, configuration, licensing, and bug reports. Support does not cover custom development, project-specific consulting, or third-party integrations.

11. Disclaimer of Warranties

CxMS Pro and the BYOK AI App are provided “as is” without warranty of any kind, express or implied. We do not warrant that the software will be error-free or uninterrupted. AI memory systems are tools that assist your workflow; they do not replace professional judgment.

12. Limitation of Liability

To the maximum extent permitted by law, OpenCxMS Technologies, Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our products. Our total liability shall not exceed the amount you paid us in the 12 months preceding the claim.

13. Termination

We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or attempt to circumvent licensing. Upon termination, your local data remains on your machine. We do not remotely delete your data.

14. Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania.

15. Changes to Terms

We may update these Terms as our products evolve. Existing licensees and active subscribers will be notified of material changes via email at least 30 days in advance. Continued use after changes take effect constitutes acceptance.

16. Contact

Questions about these Terms? Email hello@opencxms.com.

OpenCxMS Technologies, Inc.
65 Katherine St
Port Allegany, PA 16743
EIN: 41-4115045