MemoRay Trust-First Local AI Memory
End User License Agreement

MemoRay EULA

This End User License Agreement governs use of the MemoRay software provided by RayAI LLC through Founder Access and, when purchasing becomes available, the standard individual subscription.

Last updated: October 2, 2026

License Terms

Terms for installing and using MemoRay.

Founder Access is the current release path, and paid checkout is not yet live. This EULA should be read together with the Privacy Policy, Terms, and Refund Policy.

1. License grant

Subject to this EULA and the applicable Founder approval or paid purchase terms, RayAI LLC grants you a limited, non-exclusive, non-transferable, revocable license to install and use MemoRay.

This is a license, not a sale.

2. Founder Access software

MemoRay is controlled Founder Access software. It may change, may contain defects, and may include incomplete features. Onboarding and support may be limited, and access may be revoked or limited.

3. Approved users and scope

Each individual MemoRay license is limited to one person and one activated device unless separate written terms expressly provide otherwise. A license may not be shared, resold, sublicensed, transferred, or used to provide a hosted service to third parties. Founder eligibility and onboarding remain governed by the separate approval process.

4. User documents and data

Users retain rights to their documents. RayAI LLC does not claim ownership of user documents.

Users are responsible for having the rights, permissions, and authority needed to import, store, search, retrieve, and process the documents they choose to use with MemoRay.

5. Local processing

The current core MemoRay workflow is designed around local document processing and retrieval. Core MemoRay functionality does not require document upload.

6. Storage and security limits

MemoRay stores imported copies, document details, extracted text and search data locally. For documents marked Protected, MemoRay encrypts the saved copy and retained derived content used for search and review, including extracted text, search data and sensitive history. Unlocking is required to search or view it; locked items hide identifying details. Standard content is not protected by the Protected Documents password. Original files outside MemoRay and external backups remain separate. Protection does not defend an already-unlocked device against malware, an administrator or screen capture.

The Protected Documents password is created locally and is separate from the Founder Access license key. RayAI/MemoRay cannot recover it. If it is forgotten while Protected documents remain, recovery requires removing the current MemoRay workspace and reimporting from originals before setting a new password. If the library contains only Standard documents, the password can be cleared in Settings. Original files outside MemoRay are not deleted. See the password recovery guidance before taking action.

You remain responsible for device security, operating system updates, backups, malware protection, passwords, and controlling access to your device.

7. Restrictions

  • Do not copy or distribute MemoRay except as allowed by this EULA.
  • Do not reverse engineer, decompile, or disassemble MemoRay except where law permits.
  • Do not remove copyright, trademark, or proprietary notices.
  • Do not bypass access controls, licensing, or technical protections.
  • Do not sublicense, resell, rent, lease, or transfer MemoRay.
  • Do not use MemoRay as a hosted service for third parties.
  • Do not use MemoRay for illegal or harmful activity.

8. Updates

MemoRay may offer updates or fixes during Founder Access. Unless an automatic update mechanism is provided and enabled, you are responsible for installing updates. Some updates may be required for continued compatibility, security, or support.

9. Third-party and open-source components

MemoRay may include third-party and open-source components. Those components may be governed by their own license terms. Notices will be provided in the application, documentation, repository, or notices file where required.

10. AI/retrieval outputs

MemoRay retrieval and Ask results may be incomplete or inaccurate. Result quality depends on file quality, OCR quality, text extraction, local search behavior, and whether the answer is present in imported documents.

Verify important results against source documents before relying on them. MemoRay is not professional advice.

11. No high-risk use

MemoRay is not designed for safety-critical, emergency, medical, legal, financial, compliance, or other high-risk decisions without independent human verification.

12. Fees and paid licenses

Paid checkout is not yet live. When paid checkout becomes available, paid MemoRay access may be sold through a hosted checkout operated by a Merchant of Record or payment provider. Payment, billing, tax, invoice, refund, and payment-method handling may be subject to that provider's checkout terms, while the Terms and this EULA govern software use, licensing, support, and RayAI product obligations. Those future paid terms do not create an automatic Founder conversion or renewal mechanism.

The standard individual annual subscription is US$99/year. The US$49/year Founder Member renewal price is not a general public price; it is limited to one individual annual MemoRay subscription for an eligible Founder Member from the pre-GA Founder Access program while that subscription remains continuously active. It is annual only, non-transferable unless RayAI LLC manually approves a transfer, and subject to the eligibility, lapse, exclusion, discount, promotion, and credit terms in the Terms.

Paid access, renewal, cancellation, refunds, failed-payment recovery, chargebacks, and entitlement updates will be handled through the future paid commerce and licensing flow when paid checkout becomes available.

13. Termination

This EULA remains in effect until terminated. RayAI LLC may terminate, revoke, suspend, or limit your license if you violate this EULA, misuse MemoRay, bypass access controls, or infringe RayAI LLC's rights.

Upon termination, you must stop using MemoRay and uninstall the software if requested. Termination does not transfer ownership of your local documents to RayAI LLC.

14. Warranty disclaimer

MemoRay is provided "as is" and "as available." To the maximum extent permitted by law, RayAI LLC disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, and output accuracy.

15. Limitation of liability

To the maximum extent permitted by law, RayAI LLC will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of data, business interruption, lost profits, lost revenue, loss of goodwill, or decisions made based on MemoRay outputs.

RayAI LLC's total liability related to MemoRay will not exceed the amount you paid for MemoRay in the twelve months before the claim, or USD $100 if you have not paid for MemoRay.

16. Export compliance

You agree to comply with applicable export control, sanctions, and trade laws when using or downloading MemoRay.

17. Contact

Questions about this EULA may be sent through the contact form linked from the MemoRay website or through RayAI LLC at ray-ai.com.