These MemBrowse Open Source & Non-Profit Terms of Service (this "Agreement") govern the use of the MemBrowse memory analysis service (the "Service") by open-source projects, non-profit foundations, and academic research groups. This Agreement is a complete, standalone agreement between Papernov Consulting LLC d/b/a MemBrowse ("MemBrowse" or "we") and the project, organization or institution accepting this Agreement ("Customer" or "you"); it does not depend on, and is not a modification of, any other MemBrowse terms. If you are using the Service for commercial or other non-Eligible purposes, please refer instead to MemBrowse's commercial Terms of Service.
This Agreement exists to make MemBrowse safe to adopt for open-source projects, non-profit foundations, and academic research groups whose governance, licensing model, or budget cannot accommodate a standard commercial SaaS contract. If you are evaluating MemBrowse on behalf of an open-source project (for example, an Apache Software Foundation project, Linux Foundation project, Eclipse Foundation project, or similar), this is the agreement that applies to you.
An individual may accept this Agreement on behalf of an Eligible Project without first obtaining authority to bind the project's governing body, foundation or employer. By doing so, the individual represents only that they are a maintainer, committer, project lead, or similar participant who has been authorized by the project's maintainer team to integrate MemBrowse into the project's development workflow. The individual is not required to represent that they have authority to bind any foundation, employer, or other entity affiliated with the project.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or other process, or (b) Customer's first acceptance of this Agreement.
This Agreement applies to any "Eligible Project," meaning a software project that meets all of the following criteria:
Foundation projects are eligible. For the avoidance of doubt, projects governed or hosted by the Apache Software Foundation, Linux Foundation, Eclipse Foundation, Cloud Native Computing Foundation (CNCF), OpenJS Foundation, Free Software Foundation, Python Software Foundation, or comparable open-source foundations qualify as Eligible Projects, notwithstanding that they are "backed by" or affiliated with a corporate or non-profit foundation entity. MemBrowse imposes no requirement that an Eligible Project be unaffiliated with a foundation or sponsor.
This Agreement applies automatically. It takes effect as soon as the criteria above are met. No application, registration, written acknowledgement by MemBrowse, or other administrative step is required for an Eligible Project to receive the benefit of this Agreement, and this Agreement continues to apply for as long as the project meets the criteria. The optional acknowledgement procedure in Section 22 is provided as a courtesy for projects whose legal or foundation review processes prefer a written record, and is not a precondition to coverage.
Customer may access and use the Service for its project development, testing, release-engineering and related open-source or non-profit activities, in accordance with the Documentation and this Agreement. There is no requirement that Customer's use of the Service be for "internal business purposes" or otherwise commercial in nature.
"User" means any individual that Customer allows to use the Service on its behalf, including employees, contractors, and volunteer contributors, committers and maintainers authorized by Customer's project maintainer team or governing body. Only Users may access or use the Service. The Service is not intended for and should not be used by anyone under the age of 16. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement.
No fees of any kind apply to any User under this Agreement (see Section 13). MemBrowse imposes no seat-based, per-user, per-contributor, per-commit, per-upload or other usage-based charges on Customer.
Customer will not (and will not authorize anyone else to):
For the avoidance of doubt, this Agreement imposes no field-of-use restriction on Customer or its Users beyond the eligibility requirements in Section 2. Customer and its Users may publish benchmarks, performance comparisons or technical reviews of the Service, develop competing or adjacent products, and conduct good-faith security research, in each case without prior notice to or consent from MemBrowse.
In order to use the Service, Customer may be required to use the open-source CLI Tool or GitHub Actions integration that MemBrowse makes separately available in public repositories. Customer's use of the CLI Tool is subject to the applicable open-source license terms provided with the CLI Tool and not this Agreement. Customer's failure to properly implement or use the CLI Tool may cause certain features of the Service to be unavailable or cease to function.
MemBrowse provides community-level support to Eligible Projects on a best-effort basis through MemBrowse's online support page and by email at support@membrowse.com. MemBrowse does not commit to any service level, response time, or uptime under this Agreement.
Customer controls the types and amounts of Service Data (including what, if any, personal information is included) that are submitted to the Service through Customer's configuration and use of the CLI Tool, the Service and Third-Party Platforms. Customer is responsible for its configuration of the CLI Tool and the Service.
Subject to this Agreement, and solely to the extent necessary to operate, maintain, support, secure and improve the Service for the Customer, Customer grants MemBrowse the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Service Data. This license includes the right to perform memory analysis, deduplication, and comparison operations, including storing Service Data in base and delta formats for optimization purposes. MemBrowse will not use Service Data from Eligible Projects for analytics, benchmarking, reporting, or developing new products or services, except where the underlying data has been Aggregated or Anonymized.
MemBrowse may collect and use Usage Data (technical logs, data and other learnings about Customer's and its Users' configuration and use of the Service, such as upload frequency and features in use) to operate, support and improve the Service. MemBrowse will not disclose Usage Data externally, including in benchmarks or reports, unless it has been Aggregated or Anonymized.
MemBrowse uses reasonable technical and organizational measures designed to protect the Service and Service Data.
Customer will not submit any Personal Data to the Service beyond what is reasonably necessary for firmware memory analysis (such as developer names and email addresses in git commit information). Customers subject to the GDPR or other applicable data protection laws may request MemBrowse's standard Data Protection Addendum at support@membrowse.com. MemBrowse will treat contributor email addresses received via commit metadata as Personal Data, will not use them to send unsolicited marketing, and will not disclose them to third parties except as expressly contemplated by this Agreement.
MemBrowse stores Service Data in the United States. MemBrowse may process Service Data in the United States or in countries where its Affiliates and third-party sub-processors are located.
During the term of this Agreement, Customer may export or delete its Service Data from the Service using the export and deletion features described in the Documentation. After termination of this Agreement, MemBrowse will delete Service Data in accordance with its standard schedule and procedures.
Customer is responsible for Service Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Service.
Softened representation for contributor metadata. Eligible Projects often have many volunteer contributors whose commit metadata (name and email address) is transmitted to the Service as Service Data. To Customer's knowledge, the project's contribution policy, public repository terms, or other applicable agreements permit the transmission of such commit metadata to third-party CI services for the purposes of automated build analysis; Customer is not required to make any stronger representation than its actual knowledge. This representation is satisfied where the commit metadata in question forms part of the project's public source repository under terms (such as Apache 2.0, MIT, BSD or comparable permissive licenses, or the project's published contribution policy) that contemplate the reuse of such metadata by third-party services in connection with the project's ordinary development workflow.
Customer must not use the Service with Sensitive Personal Information. Customer acknowledges that the Service is not intended to meet any legal obligations for processing such information, including HIPAA requirements.
MemBrowse may suspend Customer's access to the Service: (i) if Customer breaches Section 5 (Restrictions) or Section 9 (Customer Obligations), or (ii) if Customer's actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits). Where practicable, MemBrowse will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, MemBrowse will promptly restore Customer's access to the Service in accordance with this Agreement.
Certain features or functionality of the Service may require Customer to use Third-Party Platforms (such as GitHub or Google for authentication purposes). Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. MemBrowse does not control and has no liability for Third-Party Platforms.
MemBrowse does not provide any professional, consulting, work-for-hire, custom development or similar services under this Agreement.
The Service is provided to Eligible Projects free of charge. No fees, charges, royalties, subscription payments, usage charges, or other amounts of any kind are payable by Customer to MemBrowse under this Agreement. Concepts such as subscription tiers, automatic renewals, billing cycles, payment processing, invoicing, payment terms, late charges, trial-period expirations, and seat-, user- or upload-based charges do not apply to Eligible Projects and are not part of this Agreement.
The Service is provided to Eligible Projects on a permanent basis, subject to this Agreement, except that MemBrowse may discontinue or materially limit the Service offering for Eligible Projects at any time upon at least ninety (90) days' prior email notice to Customer. Either party may otherwise terminate this Agreement at any time for any reason, effective immediately.
If MemBrowse makes a material change to the Privacy Policy or other Policies under Section 23.5 that adversely affects Customer, Customer may terminate this Agreement on written notice at any time before the change takes effect, and MemBrowse will provide reasonable assistance with Service Data export prior to termination.
The Service and all related MemBrowse services are provided "AS IS". MemBrowse and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. MemBrowse does not warrant that Customer's use of the Service will be uninterrupted or error-free, that MemBrowse will review Service Data for accuracy or that it will maintain Service Data without loss. MemBrowse is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside MemBrowse's control. MemBrowse does not warrant that using the Service will enable Customer to identify all memory issues or inefficiencies, or that memory budget gates configured in CI/CD pipelines will prevent all memory-related issues or function without error.
This Agreement starts on the Effective Date and continues until terminated. Either party may terminate this Agreement at any time for any reason, effective immediately. Upon termination, Customer's access to the Service will cease. The provisions of Sections 5 (Restrictions), 8 (Data), 9 (Customer Obligations), 14 (Disclaimers), 16 (Ownership), 17 (Limitations of Liability), 19 (Confidentiality), 20 (Required Disclosures), 23 (General Terms) and 24 (Definitions) survive termination of this Agreement.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Customer retains all intellectual property and other rights in Service Data provided to MemBrowse, subject only to the limited license granted in Section 8.2. MemBrowse and its licensors retain all intellectual property and other rights in the Service and related MemBrowse technology, including any modifications or improvements made by MemBrowse. If Customer provides MemBrowse with feedback or suggestions regarding the Service, MemBrowse may use the feedback or suggestions without restriction or obligation.
Neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
Because no fees are payable under this Agreement (see Section 13), the parties agree that each party's (and its suppliers') entire aggregate liability arising out of or related to this Agreement will not exceed one hundred United States dollars (US$100). This nominal cap reflects the parties' agreed allocation of risk for a service provided free of charge to Eligible Projects.
The waivers and limitations in this Section 17 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer has no obligation under this Agreement to defend, indemnify or hold harmless MemBrowse against any third-party claim. MemBrowse's protections against misuse of the Service are limited to the warranty disclaimers in Section 14, the liability cap in Section 17, the suspension rights in Section 10, and Customer's compliance obligations in Section 9.
MemBrowse will defend Customer from and against any third-party claim alleging that Customer's authorized use of the Service in accordance with this Agreement infringes a third party's intellectual property rights, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by MemBrowse resulting from such claim. MemBrowse's obligations under this Section 18.2 do not apply to claims arising from (a) Service Data, (b) Customer's combination of the Service with products, services or content not provided by MemBrowse where the claim would not have arisen but for that combination, (c) Customer's use of the Service in breach of this Agreement, or (d) any modification of the Service not made by MemBrowse. MemBrowse's total liability under this Section 18.2 is subject to the liability cap in Section 17.2.
MemBrowse's obligations in Section 18.2 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of Customer, at MemBrowse's expense for reasonable out-of-pocket costs. MemBrowse may not settle any claim without Customer's prior consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to Customer's use of the Service). Customer may participate in a claim with its own counsel at its own expense.
"Confidential Information" means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. MemBrowse's Confidential Information includes the terms of this Agreement and any technical or performance information about the Service that is not generally available. Customer's Confidential Information includes Service Data.
Each party will (a) hold the other's Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement (including under the Service Data license in Section 8.2), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 19 and they are bound to confidentiality obligations no less protective than this Section 19.
These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party's Confidential Information.
Nothing in this Agreement prohibits either party from making disclosures, including of Service Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
Neither party may publicly announce this Agreement, or use the other party's name, trademarks, logos or other brand assets for marketing or promotional purposes, except with the other party's prior written consent (which may be given by email) or as required by Laws. For the avoidance of doubt, MemBrowse will not include any Eligible Project in customer lists, case studies, press releases, blog posts or other publicity without the project's prior written consent. Either party may revoke any previously granted consent at any time by written notice, after which the other party will cease the relevant use within a reasonable period.
Where an Eligible Project is subject to a foundation's trademark policy (such as the Apache Software Foundation Trademark Policy, the Linux Foundation Trademark Usage Guidelines, or a comparable policy published by another open-source foundation), MemBrowse will comply with that policy in any display of the project's name, logo or marks within the Service, its dashboards, or any other MemBrowse-controlled surface, including any required attribution, usage guidelines, or notice requirements published by the foundation.
This Agreement applies automatically under Section 2; no acknowledgement by MemBrowse is required. However, if you would like written acknowledgement that your project qualifies as an Eligible Project — for example, to support your foundation's legal review process or to maintain a paper record — please email support@membrowse.com with:
MemBrowse aims to respond within five (5) business days. Any acknowledgement provided is for documentation purposes only; it does not condition the application of this Agreement, which continues to apply automatically for as long as the Eligible Project criteria in Section 2 are met.
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void.
This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Delaware, and both parties submit to the personal jurisdiction of those courts.
Any notice or consent under this Agreement must be in writing and will be deemed given upon delivery if by email. Notices to MemBrowse must be sent to: Papernov Consulting LLC dba MemBrowse, Attn: Legal Department, 447 Broadway, 2nd floor, 1106, New York, NY 10013, USA (with a copy by email to support@membrowse.com). Notices to Customer will be sent by email to the address associated with Customer's MemBrowse account, or through the Service.
This Agreement, together with the Documentation and the Privacy Policy referenced herein, is the parties' entire agreement regarding its subject matter for Eligible Projects, and supersedes any prior or contemporaneous agreements regarding the same subject matter. Headings are for convenience only; "including" and similar terms are to be construed without limitation.
Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party's authorized representatives, or agreed through electronic means provided by MemBrowse. With notice to Customer, MemBrowse may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease MemBrowse's overall obligations during the term of this Agreement. For any material change to the Privacy Policy, Customer's remedies are set out in Section 13.
Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so that the rest of this Agreement remains in effect.
Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.
MemBrowse may use subcontractors and permit them to exercise MemBrowse's rights, but MemBrowse remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
The parties are independent contractors, not agents, partners or joint venturers.
Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service.