The Memofi, Inc. ("Memofi") website and applications are a hosted service operated by Memofi, Inc. (the "Service"). By accepting these Terms or using the Services, you agree to be bound by them. If you use the Services on behalf of an entity (e.g., your employer), you confirm you’re authorized to accept these Terms for that entity and that “you” refers to that entity. If you’re not authorized or don’t agree, you (and the entity) may not access or use the Memofi Platform.
Your Memofi Personal Account.
You are responsible for securing your account and data and for all activity under it. Accounts are for individual, single-person use only; do not share. Notify Memofi promptly of any unauthorized access or other security breaches. Memofi is not liable for your acts or omissions, including any resulting damages. We may set storage limits, take other measures to manage the Service, and change our policies on commercial content or advertising at any time without notice.
Service Terms
Use Restrictions
You may use the Services only if you are of legal age to enter into these Terms under the laws of your jurisdiction. Except as expressly authorized in these Terms, you will not, and will not encourage or assist others to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except where prohibited by law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) use the Services in jurisdictions embargoed or designated as supporting illegal activities by your Government, or where local laws prohibit doing business with Memofi or using the Services.
Customer Content
You authorize Memofi and its service providers to use Customer Content solely to provide, maintain, secure, debug, and perform quality control for the Services. AI-related settings that apply to Customer Content are described in Memofi’s AI terms.
Feedback
If you provide feedback, comments, or suggestions about the Services, you grant Memofi the right to use them to maintain, improve, and enhance its products and services. Usage Data. Memofi may collect and analyze data relating to access, use, and performance of the Services (“Usage Data”) and may use Usage Data in de-identified, aggregated form to maintain, improve, and enhance its products and services. Examples include technical logs, metadata, telemetry, and usage information about Customer Content (such as access counts).
Usage Data
Usage Data does not include Customer Content itself. Reservation of Rights. You retain all right, title, and interest in your Customer Content; Memofi owns the Services. Except as expressly set out in these Terms, each party retains all intellectual property rights. All other rights are reserved, and no additional rights are granted by implication, estoppel, or otherwise.
Data Protection.
Memofi implements and maintains physical, technical, and administrative safeguards designed to protect the applications and materials you (or your Authorized Users) develop on or upload to the Services (“Customer Content”) from unauthorized access, use, or disclosure. Memofi’s Data Processing Addendum is incorporated into these Terms, and any personal data not covered by that addendum will be processed in accordance with Memofi’s Privacy Policy.
Non-Memofi Resources.
Applications and materials developed, shared, provided by third parties or other users including shared classes, documents, Plugins, skins, TestModes are not part of the Services. Applications and materials developed by Memofi for use with the Services are part of the Services. Items shared on Memofi Community are also subject to the product-specific terms applicable to Memofi Community.
Responsibility of Contributors
If you create, submit, upload, modify, share, duplicate, or post any material to the Service (the “Content”), you are solely responsible for that Content and for any harm it may cause to Memofi or others. Content includes all formats, such as text, images, audio, software, and links.
Prohibited Content
You may post only educational and study-related Content. Memofi may investigate and take appropriate action, including removing Content, limiting access to any part of the Service, terminating accounts, or pursuing legal remedies, if you violate these terms. Prohibited Content includes, without limitation, Content that Memofi considers unlawful, infringing (including unauthorized use of copyrighted material), deceptive, harmful, offensive, harassing, or otherwise inappropriate for the Service, and Memofi may remove such Content upon notice or request (including copyright takedown requests from rights holders).
Prohibited Activities
You may use the Service only for educational and study-related purposes. The Service may not be used to commit, facilitate, or promote any unlawful, harmful, fraudulent, infringing, harassing, or abusive activity. Memofi may investigate and take action at its discretion, including suspending or terminating your account or access, reporting suspected violations to government authorities (including law enforcement), or pursuing other legal remedies.
Billing
Subscription Fees
If you subscribe to a Memofi Professional plan, you may choose a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis, as applicable, at the then-current rate and seat quantity on your renewal date. Each monthly or annual period is a "subscription term." Fees for the subscription term are due in advance unless stated otherwise.
Renewals
Subscriptions automatically renew monthly or annually at the then-current rate and seat count unless canceled.
Cancellation
You may elect not to renew by canceling in your Memofi account settings before the current subscription term ends. Cancellation takes effect at the end of the then-current term.
Authorization for Automatically Recurring Payments
By purchasing a subscription to the Memofi Platform, you authorize Memofi (via its third-party payment processor) to charge your provided payment method for the initial payment, renewals, and any in‑product purchases (e.g., seat additions or upgrades). You represent that you are authorized to use the provided payment method and are responsible for any related bank or finance charges. If you fail to pay amounts owed, Memofi may suspend or terminate access to the Services and pursue available remedies. Memofi may periodically authorize your payment method in anticipation of applicable fees.
Credits & Refunds
Fees are non-refundable and purchased quantities cannot be reduced during a subscription term, unless these Terms say otherwise. Any credits issued by Memofi expire after 1 year, unless stated otherwise at issuance.
Changes to Pricing
Memofi may change fees at any time. For existing recurring subscriptions, changes take effect at the next order or renewal, unless we state they apply during the current term. If we do and you object, your sole remedy is to terminate the affected subscription for the remainder of the current term by notifying Memofi within 30 days of our notice; we will refund prepaid fees for the terminated portion. We may give pricing-change notices by email or through the Memofi Platform.
Taxes
Fees exclude taxes. Each party is responsible for taxes imposed on it by law (for you, this may include sales/use, VAT/GST, gross receipts, excise, and similar taxes). Each party remains responsible for its own income, employment, and real property taxes.
Withholding
Payments to Memofi must be made without deduction or withholding. If law requires a deduction (including cross-border withholding), you will gross up the payment so Memofi receives the full amount it would have without the deduction. The parties will use commercially reasonable efforts to obtain or reduce any required withholding or deductions where applicable.
Service Points Terms
About Plan Service Points
Service Points are units associated with your account that you can redeem for premium features (including AI assistant document generation). Each Paid Subscription Account includes a fixed monthly allotment as specified by your plan. At the start of each billing cycle, your Service Points balance resets to that fixed allotment; unused Service Points do not roll over or accumulate. Additional Service Points may be purchased if needed, refer to the Stock Service Points section.
About Stock Service Points
They are additional points that you may purchase and store when the points allocated under your monthly plan are depleted. Unlike monthly plan points, which reset to the plan-allocated amount each month, Stock Service Points do not reset and remain available for lifetime. Stock Service Points are only consumed after all monthly plan points have been used. They may also be earned through promotions.
Service Points policy
All sales of Services, including prepaid Services, are final. Service Points are non-refundable except as required by law and expire one year after purchase or issuance unless otherwise stated.
You can view your Service Point balance in your account or workspace. You are responsible for confirming correct additions and deductions. Your balance is not a bank account, digital wallet, stored value account, or payment device.
Service Points are not money or legal tender; have no cash or fiat value; are not redeemable, refundable, or exchangeable for cash (except where required by law); confer no property right; and may be used only for the applicable Service for which they were issued. Service Points are non-transferable.
We may offer prepaid Stock Service Points to prepay for certain Services. Prepaid Stock Service Points represent amounts paid in advance. Additional terms may apply.
We may also issue Promo Stock Service Points at no charge. Promo Stock Service Points will not be applied against any sales, use, gross receipts, or similar transaction-based taxes due from you.
Transfers, sales, gifts, or trades of Service Points are prohibited and not recognized. Attempts to do so violate these Terms and may result in revocation or cancellation of Service Points, suspension or termination of Services, and/or closure of your account, without refund.
We may suspend or terminate your access to Services and/or your Service Point balance as permitted by the Agreement and applicable law.
We may modify these Terms by posting an updated version or emailing the address on your account. Changes take effect upon posting or as stated in the notice. By receiving or using any Service Point after the effective date, you agree to the revised Terms.
Confidentiality
Confidential Information
Memofi (the "Discloser") has disclosed or may disclose proprietary or non‑public business, technical, financial, or other information ("Confidential Information") to you (the "Recipient"). This includes non‑public details about the Services' features, functionality, performance, and security.
Obligations
The Recipient will use the Discloser's Confidential Information only to evaluate whether to use the Services. The Recipient will not disclose it except to employees, contractors, affiliates, agents, or professional advisors ("Representatives") who need to know and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information (a) if directed by the Discloser, or (b) when required by law, after using commercially reasonable efforts to (i) promptly notify the Discloser when permitted and (ii) follow the Discloser's reasonable requests to oppose or limit the disclosure.
Warranties and Disclaimers
Mutual Warranties
Each party represents and warrants that: (a) performance of these Terms does not breach any other agreement or require third‑party approval; and (b) it will perform under these Terms in compliance with applicable law.
Memofi Warranties
During the subscription term, Memofi represents and warrants that: (a) it will provide access to the Memofi Platform and support services in material conformity with the Documentation; and (b) it will use industry‑standard measures to protect the Memofi Platform, as provided to you by Memofi, from viruses, Trojan horses, worms, and similar malicious code.
Disclaimer
THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON‑INFRINGEMENT. NON‑MEMOFI RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT MEMOFI; USE OF THEM IS SOLELY BETWEEN CUSTOMER AND THE THIRD‑PARTY PROVIDER. MEMOFI DOES NOT WARRANT OR SUPPORT, AND HAS NO RESPONSIBILITY OR LIABILITY FOR, NON‑MEMOFI RESOURCES.
Indemnity
You will indemnify, defend (at Memofi’s option), and hold Memofi harmless from any third-party claims, liabilities, damages, losses, and costs (including reasonable legal fees) arising from (a) your Customer Content or (b) your breach of these Terms.
Limitations of Liability
In General
Each limitation of liability, warranty disclaimer, and damage exclusion in these Terms allocates risk between the parties, is reflected in Memofi's pricing, and is a fundamental basis of the bargain. Each such provision is severable and independent. The limitations in this section apply to the maximum extent permitted by law, even if a limited remedy fails of its essential purpose.
Limitation of indirect liability
Under no circumstances, and under any legal theory (contract, tort—including negligence—strict liability, warranty, or otherwise), will Memofi, its affiliates, or their contractors, employees, agents, third‑party partners, licensors, or suppliers (collectively, "Party Representatives") be liable for any special, indirect, incidental, consequential, or exemplary damages (including loss of profits, data, or use, or the cost of cover) arising out of or related to these Terms or the use of, or inability to use, the Services, even if Memofi or its Party Representatives have been advised of the possibility of such damages.
Liability cap
Under no circumstances, and under any legal theory, will the total liability of Memofi, its affiliates, and their Party Representatives for all damages and causes of action arising out of or related to these Terms or the Services exceed the greater of: (a) $100; or (b) the subscription fees you paid to Memofi in the 12 months before the event giving rise to the liability.
Term and Termination
Term
These Terms start when you first access the Services and continue until: for paid Memofi plans: your subscription ends; or for free Memofi plans: your account is deleted or terminated. If you use the Services without an account, these Terms apply while you do so.
Termination
Memofi may end your access at any time, at its discretion, without notice or liability. If Memofi cancels a paid subscription not due to your breach, it will provide a pro rata refund of prepaid, unused fees unless the law prevents it. After termination or account closure, these survive: Service Terms; Billing (for any amounts due); Confidentiality; provisions on Usage Data, Customer Content, and Feedback; Warranties and Disclaimers; Indemnity; Limitation of Liability; Termination; and Miscellaneous. Where permitted by law, Memofi will make your Customer Content available for download for 30 days, then may delete it. If this agreement ends due to your breach of the Export Control clause, you lose all rights to Customer Content, and Memofi may immediately quarantine, delete, or remove it and suspend your access to the Memofi Platform.
Miscellaneous
Changes to these Terms
Memofi may update these Terms (including referenced policies) at any time. The latest version will be posted at www.memofi.com. If we determine a change materially affects your rights or use, we will try to give reasonable advance notice via the Memofi Platform, our website, and/or email. Your continued use after changes take effect means you accept the new Terms.
Changes to the Services
Memofi may add, change, limit, or remove features, or discontinue the Services, at any time. If you are on a paid plan and we discontinue the Service you use, we will either migrate you to a substantially similar Memofi service (if commercially reasonable) or provide a pro‑rata refund for the unused portion of your term.
Force Majeure
Memofi is not liable for delays or failures caused by events beyond our reasonable control and will use commercially reasonable efforts to mitigate them. If we in good faith believe we are legally prohibited from providing the Services to you or your Authorized Users, we may freeze your account and/or cancel your subscription.
Notices
Memofi may deliver notices under these Terms, including about changes, through the Memofi Platform, our website, and/or by email to the address on your account.
Severability
If any provision of these Terms is invalid or unenforceable, the rest remain in effect. The parties intend that such provision be modified to the minimum extent needed to be valid and enforceable while preserving its intent, or, if not possible, replaced with a legal, enforceable provision that achieves a similar result.