These terms are between you and NexSpark LLC, a Georgia limited liability company that operates ModelBrain ("we", "us"). They cover the ModelBrain software, this website, the free ChatGPT connection and the optional paid services. They are written to be read, so they are as short as they can honestly be; where they are silent, the law of Georgia fills the gap. The paid services are described as they work, and the pricing page shows what is on sale.
The local software is free to install and use, including commercially, with no account, no seat count and no licence key. Nothing about it expires, phones home, or stops working if you never pay us anything.
You keep all rights to your memories and the documents you ingest. We claim no licence over them. We do not use them to train models, ours or anyone else's. For the services with an account, you grant us only the narrow permission needed to store, transmit and serve the content you have chosen to put there, which for synced and shared data is encrypted before we ever see it.
This is beta software. It may lose data, corrupt a vault, or change its on-disk format between versions. Keep independent backups of anything you cannot afford to lose, and do not make it the only copy of anything important. Features described on this site as designed or planned may change or never ship.
You need an account for the ChatGPT connection, for sync and backup, and for Teams. An account is tied to an email address you control, and you sign in with a code or link we email you, or through a Google, Microsoft or Apple account that confirms that address. You are responsible for that mailbox, for the computers you approve onto the account, and for your recovery phrase. Approving a computer gives it the key to everything on the account, so approve only computers you control, and remove one as soon as it is lost or sold; removing it changes the key so that it cannot read anything new. You must be at least 13 to create an account, or 16 in the European Union and the United Kingdom (or the lower age a country there has set), and at least the age at which you can agree to terms like these where you live. One person, one account; a Teams organization is the way to share.
Sync between your own computers, which includes managed backup, is billed per computer ("device") as shown on the pricing page: $6 per device a month billed yearly ($72 a year), or $8 per device a month billed monthly, and on either plan $4 per device a month for each device past 25 ($48 a year on the yearly plan). Storage for synced data and backups is billed at $0.05 per gigabyte a month, measured on what is stored on the last day of each month. Teams is billed the same way per node, where a node is an active computer of a member of the organization, plus storage for the organization's shared partitions. Prices are in US dollars and exclude sales tax, VAT or GST, which is added at checkout where it applies. Paid plans are sold through Stripe Managed Payments: Link, a Stripe service, is the merchant of record and the seller of the paid plans to you, collects and pays the sales tax, VAT or GST that applies, and appears on your card statement. Link's terms apply to the purchase itself; we provide and run the service. The pricing page is authoritative if it and this text ever differ.
How charges work. Yearly plans are charged in advance. A device added during the year is charged for the rest of that year from the day it is approved; removing a device is not refunded during the year, but each renewal is charged for the devices active on the day before it renews. Monthly plans are charged each month for the devices active during that month, counted by the day, plus storage. A device counts once it is approved into the account; a pending device that is never approved costs nothing. Payments are processed by Stripe; we never see or store your card number.
Renewal. Plans renew automatically at the end of each period until you cancel. You can see the next renewal date, your invoices and your card on the account page at any time. We will give you at least 30 days' notice by email before a price change applies to you.
Failed payments. If a payment fails, we email you and everything keeps working for 14 days while Stripe retries and you update your card. If it is still unpaid after that, the plan ends as if you had cancelled, and section 6 applies from that day.
Storage. There is no storage limit. If your stored data passes 50 GB we email you once, because the usual cause is a folder added by mistake, and it is never a hard stop.
You can cancel at any time from the ModelBrain app or your account page. Cancelling stops the next renewal and nothing else: everything keeps working until the end of the period you have paid for, and we do not refund or pro-rate the rest of it. We email you to confirm, and you can undo the cancellation from the same place until that date.
For 30 days after the paid period ends, your synced data and backups stay on our servers read-only: you can restore a backup or export everything, but nothing new syncs. We email you a reminder a week before the 30 days end. After that we delete the encrypted data and backups we hold for the account; your computers, keys and account stay, so subscribing again starts a fresh upload. Memories on your own computers are never affected by any of this and keep working without sync. A Teams organization that stops paying follows the same 30 days for its shared partitions, with the emails going to every owner of the organization.
If we end a paid service, we will give at least 30 days' notice by email and a way to export what we hold.
You can delete your account from the app or, if you no longer have any approved computer, from the account page. Deleting stops any renewal at once. For 14 days you can undo it, which also turns renewal back on (except a plan you had already cancelled yourself). After 14 days we delete everything we hold for the account: computers, keys, encrypted data and backups, connected apps, sign-in records and your email address, and we remove you from Stripe. We then email you a receipt signed with our published key, so you have proof of the deletion. What we keep after that is listed in the privacy policy: a one-way hash of your email address, the activity log until it ages out, and, if you signed anything in a Teams organization, the public keys its members' computers need to keep verifying its log. If you are the only owner of an organization that still has other members, you must remove them or make one of them an owner before you can delete your account; an organization you alone belong to is deleted with you.
We may give an account the paid features at no charge, for example for testing, partners, press or support. Complimentary access may have an end date and a limit on the number of computers, which we tell you when we grant it, and it cannot be combined with a paid plan on the same account. We may end it at any time. When it ends, the account works like any account whose plan has ended: you can subscribe, or the 30-day read-only period in section 6 applies from that day. A complimentary account has the same rights to export and delete as a paying one.
The ChatGPT connection is free with any account; there is no anonymous path. It routes requests between ChatGPT and one of your computers through a relay we operate, which passes each request through without storing its content. You connect it by signing in to your account and choosing which of your computers it reaches, and we email you each time ChatGPT is connected to one. The relay applies fair-use limits to protect the service (60 requests a minute, 1 MB per message, and 4 app sessions open at once per account) and answers with an error rather than cutting you off when a limit is hit. When your computer is offline, ChatGPT is told so; the relay never routes to a different computer. You can see and disconnect connected apps on your account page. ChatGPT is a product of OpenAI, and its own terms govern what it does with anything it reads from your memory.
A Teams organization is created by one account, which becomes its owner, and other accounts join by invitation. Owners and admins manage members, roles, invitations, shared partitions and who may read or write each one; owners also manage billing, single sign-on and deletion. If you run an organization, you are responsible for who you invite and what access you give them, and you accept that every active member can see the other members' email addresses and roles, and that owners and admins can see members' computers and the organization's audit log, as the privacy policy describes.
Each organization is billed to its own billing account at Stripe, separate from any member's personal plan, and any owner can manage it: start a plan, change the card, see invoices, cancel or resume. A computer that is already on its owner's own paid sync plan is not billed again as a node of the organization; a computer belonging to a member with complimentary access is billed, since that access covers their own plan and not a seat in a paying organization. An organization owned by a complimentary account is active without paying. Members' personal sync is billed to their own accounts.
A member can leave at any time, and an owner or admin can remove a member or take access away at once. When someone loses access to a shared partition, its key is changed so that nothing new can be read with the old one; what their computer already held stays on their computer, and the partition becomes a personal one there. If an organization stops paying, section 6 applies to its shared data. An owner can delete an organization, which can be undone for 14 days; after that its shared data, access grants, invitations and single sign-on settings are deleted and every member's own memories stay as they are.
Single sign-on. An owner can connect the organization's own OpenID Connect identity provider to a domain the organization has verified; members with addresses at that domain then sign in through it instead of by email code. You must have the right to use that domain and that provider. Single sign-on changes only how a member proves their email address; it does not give the identity provider, or us, any key.
Synced data, backups and Teams shared partitions are encrypted on your computers with keys we never hold. When you create a vault, the app shows you a 24-word recovery phrase. That phrase, or an approved computer, is the only way back into your synced data. If you lose every approved computer and the phrase, your synced data cannot be recovered by you or by us, and we are not liable for that loss. Keep the phrase somewhere safe and offline. Because we hold no key, we also cannot read your data at a court's or anyone else's request, cannot reset a lost phrase, and cannot restore a memory you deleted.
Do not use our hosted services to store or distribute unlawful content or malware, to attack the service or other users, to get around its limits, or to reach a computer that is not yours or that you were not given access to. These rules apply only to services we operate; they place no limits on what you store on your own computer. If an account breaks these rules, puts the service or other users at risk, or is the subject of a payment dispute, we may limit or suspend its access to the hosted services. A payment dispute suspends the account automatically until it is resolved. Where we can, we will tell you first and give you a chance to fix it. A suspended account cannot sign in or use the ChatGPT connection; the memories on your computers are never touched, and your encrypted data follows the retention rules in section 6 while it is suspended. To contest a suspension, write to hello@modelbrain.net.
Because synced and shared data is encrypted and we cannot read it, we cannot review its contents. If you believe something reachable through our services infringes your rights, or you want to report abuse, write to legal@modelbrain.net with enough detail to identify what you mean and we will act on what we can see, which is account-level information.
The software and the services are provided as-is and as available, without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not promise that recall is accurate, complete or fit for a particular purpose, which is precisely why we publish an evaluation instead of a guarantee, and we do not promise that the hosted services will be uninterrupted or error-free. To the extent the law allows, our liability for the free software and the free ChatGPT connection is nil, and our total liability for the paid services, for any claim, is limited to the amount you paid us in the twelve months before the claim arose. We are not liable for indirect, incidental, special or consequential loss, or for loss of data that you could have backed up independently, as section 3 asks you to. Nothing here excludes liability that cannot lawfully be excluded, and some places do not allow some of these limits, in which case they apply as far as that law allows.
These terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. Any dispute that cannot be resolved by talking to us first will be brought in the state or federal courts located in Fulton County, Georgia, and you and we each consent to that venue. If any part of these terms is found unenforceable, the rest stays in force. These terms, the privacy policy and the pricing page are the whole agreement between us about ModelBrain.
Changes to these terms are dated and recorded in the changelog. If you have an account, we will email you about a change that affects pricing, billing, retention or your rights at least 30 days before it takes effect. Continuing to use a service with an account after a change means accepting it; if you do not accept it, cancel or delete the account before it takes effect. For the free software, the version you installed keeps the terms it shipped with. Questions: legal@modelbrain.net. The operator is NexSpark LLC, Buford, Georgia, USA.