Terms and Conditions for MemoLogs.

Agreement to these terms

These Terms and Conditions ("Terms") govern access to and use of the websites, products, features, content, forms, and services provided by MEMO AI, Inc. (doing business as MemoLogs) ("MEMO AI," "MemoLogs," "we," "us," or "our").

By accessing or using MemoLogs, creating an account, requesting a pilot, or clicking to accept these Terms, you agree to be bound by them. If you use MemoLogs on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you or your organization has a separate written agreement with MEMO AI, that agreement controls to the extent it conflicts with these Terms for the applicable services.

Accounts and responsibilities

You may need an account to use certain MemoLogs features. You agree to provide accurate, current, and complete information and to keep that information updated.

• You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account.
• You must promptly notify us if you suspect unauthorized access, credential compromise, or misuse of your account.
• You are responsible for the users, permissions, integrations, data sources, and destinations that you authorize.
• You may not share accounts in a way that avoids license, security, or access controls.

Access to the site and services

Subject to these Terms, MEMO AI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use MemoLogs for your internal business purposes.

You agree not to:

• Copy, modify, distribute, sell, lease, or sublicense MemoLogs.
• Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying models except where law permits.
• Interfere with, disrupt, overload, scrape, crawl, probe, scan, or test the vulnerability of MemoLogs without authorization.
• Bypass usage limits, access controls, security features, or authentication systems.
• Use MemoLogs to build a competing product or benchmark MemoLogs for publication without our written consent.
• Use MemoLogs in violation of applicable laws, platform terms, advertising policies, privacy obligations, or third-party rights.

We may modify, suspend, or discontinue any part of MemoLogs at any time. We are not obligated to provide maintenance or support unless a written agreement says otherwise.

AI features, outputs, and marketing decisions

MemoLogs provides AI-powered marketing intelligence, including causal measurement, creative analysis, audience intelligence, recommendations, reporting, alerts, and decision memory. AI-generated outputs may be probabilistic and can contain errors, omissions, or outdated information.

• You are responsible for reviewing outputs before relying on them or using them in campaigns, budgets, customer communications, or business decisions.
• MemoLogs does not provide legal, financial, tax, medical, or other regulated professional advice.
• You remain responsible for compliance with advertising platform rules, privacy laws, consumer protection laws, and your own obligations to customers and users.
• Unless separately agreed, we do not use customer integration data or customer confidential information to train generalized AI or machine learning models.

User content, customer data, and integrations

"User Content" means information, data, files, prompts, instructions, creative assets, campaign data, audience data, conversion data, customer data, warehouse data, feedback, and other materials submitted to or made available through MemoLogs by you or on your behalf.

You retain ownership of your User Content. You grant MEMO AI a worldwide, non-exclusive, royalty-free license to host, process, transmit, reproduce, display, modify, and use User Content as needed to provide, secure, support, maintain, and improve MemoLogs and as otherwise permitted by your agreement with us.

You represent and warrant that:

• You have all rights, permissions, notices, consents, and legal bases necessary to provide User Content to MemoLogs.
• Your use of integrations and destinations complies with applicable third-party terms and privacy obligations.
• User Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other right.
• You will not provide sensitive, regulated, or restricted data unless it is necessary for the services and allowed under your agreement with MEMO AI.

Acceptable use policy

You may not use MemoLogs to:

• Violate laws, regulations, sanctions, export controls, or rights.
• Send spam, deceptive communications, malware, phishing content, or harmful code.
• Harass, abuse, discriminate, defame, threaten, exploit, or harm others.
• Generate, support, or optimize unlawful, deceptive, discriminatory, or harmful advertising practices.
• Process personal information without required rights, notices, consents, contracts, or legal bases.
• Attempt to extract model weights, system prompts, hidden instructions, security controls, or non-public platform information.
• Use automated access, scraping, data mining, or load testing without written authorization.

We may investigate suspected violations and may suspend or terminate access where we reasonably believe continued use creates risk to MEMO AI, customers, third parties, or the public.

Third-party services, links, and data sources

MemoLogs may connect to or interoperate with third-party services such as advertising platforms, analytics providers, commerce systems, data warehouses, CRMs, cloud services, identity providers, payment processors, and AI infrastructure providers.

Third-party services are not controlled by MEMO AI. Your use of them may be governed by separate terms, privacy policies, API rules, platform policies, fees, access limits, and data restrictions. MEMO AI is not responsible for third-party services, content, data, policies, acts, omissions, or availability.

Ownership, intellectual property, and feedback

MemoLogs, including software, interfaces, designs, models, workflows, content, documentation, trade names, trademarks, service marks, and other technology, is owned by MEMO AI or its licensors and is protected by intellectual property and other laws.

Except for the limited access rights expressly granted in these Terms, MEMO AI reserves all rights in MemoLogs. You may not remove, obscure, or alter proprietary notices.

If you provide feedback, suggestions, or ideas, you grant MEMO AI a perpetual, irrevocable, worldwide, royalty-free license to use that feedback without restriction or compensation.

Fees, payment, and taxes

Some MemoLogs services may be provided under an order form, pilot agreement, subscription, or other written agreement. Fees, billing terms, renewal terms, taxes, and cancellation rights are governed by the applicable agreement or checkout flow.

Unless stated otherwise, fees are non-refundable and exclude taxes, duties, levies, and similar assessments. You are responsible for taxes other than taxes based on MEMO AI's net income.

Privacy and data protection

Our collection and use of personal information is described in the MemoLogs Privacy Policy. Customer data processing may also be governed by a data processing agreement, customer agreement, or other written terms between you and MEMO AI.

You are responsible for providing legally required notices, obtaining legally required consents, and honoring legally required privacy choices for personal information that you provide to MemoLogs.

Disclaimers

MemoLogs is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, MEMO AI disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and uninterrupted or error-free operation.

MEMO AI does not warrant that MemoLogs, AI outputs, recommendations, measurements, forecasts, reports, integrations, or third-party data will be accurate, complete, current, secure, or suitable for your particular use case. You are responsible for independently evaluating results and maintaining appropriate backups and controls.

Limitation of liability

To the maximum extent permitted by law, MEMO AI and its officers, directors, employees, contractors, affiliates, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, business interruption, or substitute services.

To the maximum extent permitted by law, MEMO AI's total liability for any claim arising out of or relating to these Terms or MemoLogs will not exceed the greater of (a) the amounts you paid to MEMO AI for the service giving rise to the claim in the twelve months before the event giving rise to liability, or (b) one hundred U.S. dollars.

These limits apply regardless of the legal theory and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

Indemnification

You will defend, indemnify, and hold harmless MEMO AI and its officers, directors, employees, contractors, affiliates, licensors, and service providers from and against claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of MemoLogs or AI outputs.
• Your User Content, integrations, destinations, or instructions.
• Your violation of these Terms or applicable law.
• Your infringement or violation of third-party intellectual property, privacy, publicity, contractual, or other rights.

Term and termination

These Terms remain in effect while you access or use MemoLogs. You may stop using MemoLogs at any time. We may suspend or terminate your access if you violate these Terms, create risk, fail to pay amounts owed, or if we discontinue the applicable service.

Upon termination, your right to access MemoLogs ends immediately. Any provisions that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions.

Copyright and intellectual property complaints

If you believe content available through MemoLogs infringes your copyright or other intellectual property rights, contact us at [email protected] with enough information for us to evaluate the claim, including the work claimed to be infringed, the allegedly infringing material, your contact information, and statements required by applicable law.

We may remove or disable access to material we believe may infringe rights and may terminate repeat infringers where appropriate.

Governing law and dispute resolution

Except where prohibited by law or where a separate written agreement states otherwise, these Terms are governed by the laws of the State of California, without regard to conflict-of-law rules.

Before filing a formal claim, you and MEMO AI agree to try to resolve the dispute informally by emailing [email protected]. If the dispute is not resolved within 30 days, either party may start binding arbitration, except for claims that may be brought in small claims court or for equitable relief related to intellectual property, confidentiality, or unauthorized access.

Arbitration will be conducted on an individual basis. You and MEMO AI waive the right to a jury trial and the right to participate in a class action, class arbitration, private attorney general action, or other representative proceeding to the fullest extent permitted by law.

You may opt out of this arbitration agreement within 30 days after you first accept these Terms by emailing [email protected] with your name, organization, the email associated with your account, and a clear statement that you opt out of arbitration.

General terms and contact

We may update these Terms from time to time. The updated version will be indicated by the "Last updated" date and will be effective when posted unless a later effective date is stated. Continued use of MemoLogs after updated Terms become effective means you accept the updated Terms.

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or by operation of law.

If any provision is found unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. These Terms, together with any applicable written agreement and policies referenced here, are the entire agreement between you and MEMO AI for the subject matter covered.

For questions about these Terms, contact MEMO AI, Inc. at [email protected].