Terms of Service

1. ACCEPTANCE OF TERMS

BY ACCESSING OR USING MÉMOIRE (THE 'SERVICE'), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE ('TERMS'). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE USING THE SERVICE. These Terms constitute a legally binding agreement between you and Mémoire ('Company', 'we', 'us', or 'our'). Your use of the Service constitutes acceptance regardless of whether you have read these Terms.

2. CHANGES TO TERMS

We reserve the right to modify, amend, or replace these Terms at any time. Material changes will be notified to you via email or through a prominent notice on the Service at least 30 days before the changes take effect. Your continued use after changes become effective constitutes acceptance of the modified Terms. If you do not agree to modified Terms, you should discontinue use of the Service before the changes take effect.

3. DESCRIPTION OF SERVICE

Mémoire is an AI-powered knowledge management platform that allows users to save, organize, analyze, and retrieve digital content. The Service includes content storage and organization, AI-powered summarization and analysis, natural language querying, collaboration features, and integration with third-party AI models. We reserve the right to modify features or functionality with reasonable notice to users.

4. ELIGIBILITY AND ACCOUNT REQUIREMENTS

4.1 Age Requirement

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you are at least 18 years of age. We reserve the right to terminate accounts of users we believe to be under 18 without notice or refund.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized access or security breach. We are not liable for losses resulting from unauthorized account access due to your failure to protect your credentials.

4.3 Account Termination

We reserve the right to suspend or terminate your account for violation of these Terms, suspected fraudulent activity, abuse of the Service, or other conduct we reasonably deem inappropriate. We will provide notice before termination unless immediate action is required for legal or security reasons. Upon termination, you will lose access to the Service and your content. We will retain your content for 30 days after termination to allow you to retrieve it, after which it will be permanently deleted.

5. USER CONTENT AND INTELLECTUAL PROPERTY

5.1 Your Content Ownership

You retain all ownership rights to any content you upload, submit, or otherwise provide to the Service ('User Content'). We do not claim ownership of your User Content.

5.2 Limited License to Company

By uploading User Content, you grant us a limited, non-exclusive, royalty-free license to use, store, process, and display your User Content solely to provide and improve the Service. This includes: storing your content on our servers, processing your content through AI models to provide features you request (summarization, analysis, search), displaying your content to you within the Service, backing up your content for data integrity, and sharing your content with service providers necessary to operate the Service (cloud hosting, AI processing). This license terminates when you delete your content or close your account, except for content retained in backups which will be deleted according to our retention schedule. We do not use your content to train AI models or for any purpose beyond providing the Service to you.

5.3 Content Responsibility

You are solely responsible for all User Content you submit. You represent and warrant that you own or have all necessary rights to the User Content, your User Content does not violate any third-party rights, your User Content complies with all applicable laws, and you have obtained all necessary permissions. We reserve the right to remove User Content that violates these Terms or applicable law after providing reasonable notice.

5.4 Company Intellectual Property

The Service and all materials therein, including software, code, designs, text, graphics, logos, and features, are owned by or licensed to the Company and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. You may not copy, modify, reverse engineer, decompile, or create derivative works of the Service.

6. ACCEPTABLE USE POLICY

You agree NOT to:

Violate any applicable laws or regulations. Upload illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content. Infringe upon intellectual property rights of others. Transmit viruses, malware, or any harmful code. Attempt to gain unauthorized access to the Service or related systems. Interfere with or disrupt the Service or servers. Use the Service for any automated or bulk operations without written permission. Scrape, mine, or harvest data from the Service. Impersonate any person or entity. Engage in any activity that could damage or impair the Service. Circumvent any security features or access controls. Use the Service for competitive purposes or to develop competing products. Share or resell access to the Service without authorization. Violation of this policy may result in account suspension or termination.

7. PAYMENT AND SUBSCRIPTION TERMS

7.1 Fees and Billing

Subscription fees are as specified on our pricing page. We will provide 30 days notice before any fee increases for existing subscribers. You authorize us to charge your payment method for all fees incurred. If payment fails, we will attempt to notify you and provide a grace period before suspending access.

7.2 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will send a renewal reminder at least 7 days before renewal. Cancellation can be completed through your account settings and takes effect at the end of the current billing period.

7.3 Refund Policy

We offer a 7-day money-back guarantee for new subscriptions. If you are not satisfied within 7 days of your initial purchase, contact [email protected] for a full refund. After 7 days, fees are generally non-refundable. We may provide refunds on a case-by-case basis for extenuating circumstances at our sole discretion.

8. DISCLAIMERS AND WARRANTIES

THE SERVICE IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES. WE MAKE NO WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF AI-GENERATED CONTENT. WHILE WE IMPLEMENT SECURITY MEASURES, WE CANNOT GUARANTEE ABSOLUTE SECURITY OF YOUR DATA. USE OF THE SERVICE IS AT YOUR OWN RISK.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

You agree to indemnify and hold harmless the Company from claims arising from your use of the Service, your User Content, your violation of these Terms, or your violation of any law or third-party rights. This indemnification includes reasonable attorneys' fees. We reserve the right to assume exclusive defense and control of any matter subject to indemnification.

11. THIRD-PARTY SERVICES AND CONTENT

The Service integrates with third-party AI providers (OpenAI, Google, Anthropic) to deliver features. These providers process your content according to their terms and privacy policies. We select providers that commit not to train on customer data. However, we are not responsible for third-party practices. Your use of integrated services is at your own discretion.

12. ARTIFICIAL INTELLIGENCE LIMITATIONS

The Service uses AI technologies that may produce inaccurate, incomplete, or misleading results. AI-generated content should not be relied upon for critical decisions without independent verification. We make no representations regarding the accuracy or reliability of AI outputs. You use AI features at your own risk and agree that we are not liable for damages resulting from reliance on AI-generated content.

13. DATA BACKUPS AND LOSS

While we implement backup procedures, we recommend that you maintain your own backups of important content. We are not responsible for data loss due to technical failures, security incidents, or other causes. We will make reasonable efforts to recover lost data but cannot guarantee successful recovery.

14. SERVICE MODIFICATIONS

We may modify, add, or remove Service features with reasonable notice to users. We will not significantly diminish core functionality without providing notice and, where applicable, refund options for affected paid users. We may impose usage limits or restrictions as necessary to maintain Service quality.

15. EXPORT CONTROLS

The Service may be subject to U.S. export control laws. You agree to comply with all applicable export and import laws. You represent that you are not located in an embargoed country and are not on any government prohibited parties list.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at [email protected] to attempt to resolve the issue informally. We will work in good faith to resolve disputes.

16.2 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator. You waive the right to a jury trial. The arbitrator's decision is final and binding.

16.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE ACTIONS. Disputes may not be consolidated with claims of other users.

16.4 Governing Law

These Terms are governed by Delaware law without regard to conflict of law principles. Arbitration shall take place in Delaware. For matters not subject to arbitration, you consent to jurisdiction of Delaware courts.

17. COMMUNICATIONS

By using the Service, you consent to receive Service-related communications via email or in-app notifications. You may opt out of marketing communications while remaining subscribed to essential Service notifications. Contact us at [email protected] with questions.

18. FORCE MAJEURE

We shall not be liable for failures due to circumstances beyond our reasonable control, including acts of God, war, natural disasters, pandemics, government actions, labor disputes, internet failures, or failures of third-party providers.

19. ASSIGNMENT

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to affected users.

20. SEVERABILITY

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid.

21. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements.

22. SURVIVAL

The following provisions survive termination: Sections 5 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 16 (Dispute Resolution), and any provisions that by their nature should survive.

23. CONTACT INFORMATION

For questions about these Terms, contact us at: