Memoris Terms of Use Agreement

Welcome to Memoris! This Terms of Use Agreement (“Terms of Use”) sets forth the legally binding terms and conditions between you and Memoris AI, Inc. (“Memoris,” “we,” “us,” or “our”) governing your access to, interactions with, and other use of our artificial intelligence powered software application for storing, organizing, and retrieving personal information and memories (“Application” or “App”) and the services offered or otherwise made available through the Application, the website maintained by Memoris in connection with the Application located at https://memoris.ai/ and its subdomains (the “Website”) (collectively, the Application, the Website, and the services made available through each of the foregoing, the “Services”). MEMORIS IS AN ARTIFICIAL INTELLIGENCE SOFTWARE TOOL. IT IS NOT A HUMAN COMPANION, FRIEND, EMOTIONAL SUPPORT SERVICE, OR SOCIAL OR RELATIONAL AI COMPANION PRODUCT, AND IT IS NOT DESIGNED, INTENDED, OR MARKETED TO FORM OR SIMULATE AN EMOTIONAL OR INTERPERSONAL RELATIONSHIP WITH YOU.

BY AFFIRMATIVELY AGREEING TO THIS AGREEMENT, OR OTHERWISE ACCESSING AND/OR USING MEMORIS OR ANY OF THE OTHER SERVICES, OR ANY PORTION THEREOF, YOU REPRESENT THAT (1) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD; (2) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; AND (3) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

SECTION 10 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND MEMORIS. AMONG OTHER THINGS, SECTION 10 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND MEMORIS SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 10) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 10.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST MEMORIS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE NOTE THIS AGREEMENT IS SUBJECT TO CHANGE BY MEMORIS IN ITS SOLE DISCRETION AT ANY TIME IN ACCORDANCE WITH SECTION 12.1 BELOW. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.

Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in connection with the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

1. SERVICES.

1.1 Overview.

The Application is designed to provide you with access to an artificial intelligence (“AI”) powered software tool that allows you to store, organize, and retrieve personal information, memories, calendar events, and tasks through natural language interaction (typing, dictating voice messages, or uploading photos) (“Interactions”). Memoris’ Website, if any, is designed to provide information and resources regarding Memoris’ Services. THE APPLICATION IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO PROVIDE MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE, DIAGNOSIS, OR TREATMENT TO USERS. THE APPLICATION IS PROVIDED FOR PERSONAL INFORMATIONAL AND ORGANIZATIONAL PURPOSES ONLY, AND IS NOT AN AI COMPANION, EMOTIONAL SUPPORT, OR SOCIAL/RELATIONAL PRODUCT OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT MEMORIS DOES NOT PROVIDE ANY MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE OF ANY KIND OR MAKE ANY MEDICAL, PSYCHOLOGICAL OR OTHER CLINICAL DECISIONS. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR OTHER CLINICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIANS OR OTHER HEALTHCARE PROVIDERS WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL, MENTAL, PSYCHOLOGICAL, OR OTHER HEALTH CONDITION. MEMORIS DOES NOT INDEPENDENTLY RESEARCH, VERIFY, OR SUPPLEMENT YOUR INFORMATION WITH OUTSIDE KNOWLEDGE; IT IS DESIGNED TO RESPOND ONLY BASED ON INFORMATION YOU HAVE PREVIOUSLY PROVIDED TO OR THROUGH THE SERVICES.

NEVER DISREGARD PROFESSIONAL MEDICAL OR CLINICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING MEMORIS HAS COMMUNICATED OR BECAUSE OF AN INTERACTION WITH MEMORIS. YOU ACKNOWLEDGE AND AGREE THAT REGARDLESS OF ANY INFORMATION OR STATEMENT MADE BY MEMORIS, MEMORIS DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, VERACITY, COMPLETENESS, APPROPRIATENESS, OR SAFETY OF ANY INFORMATION OR RESOURCES RECEIVED OR PROVIDED OR MADE AVAILABLE BY MEMORIS OR OTHERWISE THROUGH THE SERVICES. THE MEMORIS PARTIES (AS DEFINED IN SECTION 6) DO NOT THEMSELVES PROVIDE SERVICES TO YOU REQUIRING PROFESSIONAL LICENSURE OR QUALIFICATIONS (E.G., PHYSICIAN OR OTHER MEDICAL OR PSYCHOLOGICAL PROFESSIONAL SERVICES) AND THE SERVICES PROVIDED DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL, PSYCHOLOGICAL OR OTHER CLINICAL ADVICE OR OPINION. THE MEMORY TRAINING AND RECALL EXERCISE FEATURES OF THE APPLICATION ARE DESIGNED FOR PERSONAL INFORMATIONAL AND ORGANIZATIONAL USE ONLY AND DO NOT CONSTITUTE THERAPEUTIC, CLINICAL, OR COGNITIVE REHABILITATION SERVICES.

YOU ACKNOWLEDGE THAT MEMORIS IS AN ARTIFICIAL INTELLIGENCE SYSTEM AND NOT A HUMAN BEING. ALL INTERACTIONS WITH MEMORIS ARE GENERATED BY AI TECHNOLOGY. MEMORIS DOES NOT HAVE CONSCIOUSNESS, EMOTIONS, OR SUBJECTIVE EXPERIENCES, AND CANNOT AND DOES NOT FORM RELATIONSHIPS, FRIENDSHIPS, OR EMOTIONAL BONDS WITH USERS. MEMORIS IS A SOFTWARE APPLICATION FOR STORING, ORGANIZING, AND RETRIEVING YOUR OWN INFORMATION, AND IS NOT A PERSON, COMPANION, AI COMPANION, FRIEND, CONFIDANT, THERAPIST, OR COUNSELOR, AND IS NOT INTENDED TO PROVIDE EMOTIONAL SUPPORT, COMPANIONSHIP, OR SOCIAL INTERACTION AS A PRIMARY FUNCTION OR PURPOSE OF THE SERVICES. ANY WARMTH, PERSONALITY, EMPATHY, OR APPARENT EMOTIONAL UNDERSTANDING IN MEMORIS’S COMMUNICATION STYLE IS A FUNCTION OF THE AI TECHNOLOGY, DOES NOT REFLECT GENUINE HUMAN QUALITIES, UNDERSTANDING, OR CARE, AND SHOULD NOT BE RELIED UPON AS SUCH. YOU SHOULD NOT USE THE SERVICES AS A SUBSTITUTE FOR HUMAN RELATIONSHIPS, SOCIAL INTERACTION, OR PROFESSIONAL EMOTIONAL OR MENTAL HEALTH SUPPORT.

THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE. IF, DURING YOUR USE OF THE SERVICES, YOU EXPRESS OR MEMORIS DETECTS EXPRESSIONS OF SUICIDAL IDEATION, SELF-HARM, OR INTENT TO HARM OTHERS, MEMORIS IS DESIGNED TO PROVIDE YOU WITH REFERRALS TO CRISIS RESOURCES. YOU ACKNOWLEDGE THAT MEMORIS IS NOT A CRISIS SERVICE AND CANNOT PROVIDE REAL-TIME INTERVENTION, MONITORING, OR EMERGENCY RESPONSE. MEMORIS’S CRISIS REFERRAL FUNCTIONALITY IS PROVIDED ON AN “AS IS” BASIS AND IS NOT A SUBSTITUTE FOR PROFESSIONAL CRISIS INTERVENTION. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION. IF YOU ARE SUICIDAL OR ARE EXPERIENCING SUICIDAL THOUGHTS, CALL OR TEXT THE 988 SUICIDE AND CRISIS LIFELINE AT 988, OR TEXT “HELLO” TO THE CRISIS TEXT LINE AT 741741. IF YOU ARE OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS LINE: www.iasp.info/crisis-centres-helplines/. IF YOU OR SOMEONE YOU KNOW IS IN IMMEDIATE DANGER, PLEASE CALL 911 OR YOUR LOCAL EMERGENCY NUMBER.

1.2 Memoris Communications.

(a) By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail and push notifications through the Application, for purposes of receiving the Services. You may have the opportunity to provide us with your e-mail address when you register an Account, or otherwise interact with the Services. By providing your email address to us, you consent to receiving email communications from Memoris. Communications from us and our affiliated companies may include but are not limited to: communications related to the Services, communications related to product developments, or communications to respond to your inquiries. If you opt-in to receiving our marketing or promotional communications by email, you will have the ability to opt out of receiving such communications by following the instructions in this section. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE APPLICATION OR OUR SERVICES. IF YOU WISH TO OPT OUT OF RECEIVING PROMOTIONAL EMAIL COMMUNICATIONS FROM US, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

(b) You acknowledge that internet and mobile transmissions are never completely private or secure and that any message or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. Memoris uses commercially reasonable security measures designed to protect Your Content transmitted or stored within the Application. You should not send sensitive information, including health or medical information, via text message, email, or other channels, outside of the Application, as Memoris cannot control or ensure the security of information transmitted through third-party communication methods. Memoris is not responsible for any loss or damage arising from the interception of communications made outside the Application.

1.3 Account Registration.

(a) Registering Your Account. In order to access certain features of the Services, you must register an account on the Services (“Account”), either (i) directly through the Services; or (ii) by signing in through a valid account on a social networking service, email provider, or other supported identity provider, as permitted by the Services (each such account as set forth in the foregoing (ii), a “Third-Party Sign-In Account”). When you sign in using a Third-Party Sign-In Account, an Account is automatically created for you on the Services. Email verification may be required before first login.

(b) Access Through a Third-Party Sign-In Account. The Services may allow you to register or log in to your Account using a Third-Party Sign-In Account by allowing Memoris to access your Third-Party Sign-In Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Sign-In Account. You represent that you are entitled to disclose your Third-Party Sign-In Account login information to Memoris and/or grant Memoris access to your Third-Party Sign-In Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Sign-In Account and without obligating Memoris to pay any fees or making Memoris subject to any usage limitations imposed by such third-party service providers.

(c) Connected Third-Party Accounts. The Services may allow you to connect your Account with certain third-party applications and services, such as calendar, task management, or reminder applications (each, a “Connected Third-Party Account”), in order to enable integrated functionality within the Services. By connecting a Connected Third-Party Account, you authorize Memoris to access, retrieve, and synchronize information from your Connected Third-Party Account to the extent necessary to provide the applicable integrated features of the Services. You represent that you are entitled to grant Memoris such access without breach by you of any of the terms and conditions that govern your use of the applicable Connected Third-Party Account and without obligating Memoris to pay any fees or making Memoris subject to any usage limitations imposed by such third-party service providers. Memoris is not responsible for the availability, accuracy, or functionality of any Connected Third-Party Account, and you acknowledge that your use of any Connected Third-Party Account is subject to the terms and conditions of the applicable third-party provider. You may disconnect a Connected Third-Party Account at any time through your Account settings, provided that disconnecting may limit or disable certain features of the Services that rely on such integration.

(d) Registration Data. In registering an Account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

(e) Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Memoris. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account with anyone, and you agree to notify Memoris immediately of any unauthorized use of your Account, password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Memoris has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Memoris has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information. You may not create an Account on behalf of someone other than yourself, provided, however, you may assist an individual with creation of an Account with such individual’s consent, and subject to your compliance with any additional requirements related to assisted registrations, as set forth in the registration or onboarding process. You shall not have more than one Account at any given time. Memoris reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Memoris, or if you have been previously banned from any of the Services.

1.4 Usage Restrictions.

You agree not to: (a) license, sell, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Application or any portion thereof; (b) frame or utilize framing techniques to enclose any trademark or logo of Memoris, or any other portion of the Application (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Memoris’ name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Application except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Application in any form or by any means; (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Application; (g) send through the Services unsolicited or unauthorized advertising, promotional materials, contests, sweepstakes, barter, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h) impersonate any person or entity in connection with your use of the Services; (i) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; (j) provide false, misleading, or inaccurate information to Memoris; (k) attempt to probe, scan, or test the vulnerability of the Application or any associated system or network; (l) intentionally or unintentionally violate any applicable law; (m) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (n) use or attempt to use Memoris for the diagnosis of disease or other conditions, in the cure, mitigation, treatment, or prevention of disease, or to otherwise use Memoris for the purpose of obtaining healthcare advice, including emergency medical care; (o) request or offer to perform a request that is illegal or violates any of the terms set forth herein; or (p) attempt to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Application, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages that are part of the Application, introducing viruses, worms, or similar harmful code into the Application, or interfering or attempting to interfere with use of the Application by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Application.

Any future release, update or other addition to the Services shall be subject to this Agreement. Memoris, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services terminates the licenses granted by Memoris pursuant to this Agreement.

1.5 Application License.

Subject to your compliance with this Agreement, Memoris grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a device that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will only use the App Store-Sourced Application: (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

1.6 Privacy.

To understand how we use your personal information, please review our privacy policy at https://memoris.ai/privacy/.

2. CONTENT.

2.1 User Responsibility for Content.

You acknowledge that all content on the Services is the sole responsibility of the party from whom such content originated. This means that you, and not Memoris, are entirely responsible for all information you submit or make available (“Make Available”) to Memoris or otherwise to or through the Services, including Your Contributions (as defined below) (collectively, “Your Content”). Your Content may include, without limitation, typed messages, voice message transcripts, photographs and images (including any text extracted therefrom), memories stored by the Application, calendar events and tasks, customization instructions (including descriptions of memory impairment or health conditions), and information about third parties such as family members, caregivers, and healthcare providers. You represent and warrant that you have the right to provide any information about third parties that you Make Available through the Services and that you accept sole responsibility for any such third-party information.

2.2 Prohibited Content.

The Application is not designed or intended to store, and you agree not to submit or Make Available through the Services, any personal identification numbers (PINs), passwords to third-party bank accounts, banking or payment card details, or other sensitive financial account credentials. Memoris is not responsible for any loss or damage arising from your submission of such information despite this restriction.

2.3 Use of AI; AI Services.

As further described in Section 1.1, Memoris is an artificial intelligence system and not a human being; all Outputs are generated by the AI Services. Our Services utilize certain artificial intelligence and machine learning platforms, algorithms, tools, and models (“Models”), including third-party artificial intelligence and machine learning platforms, tools, and services (“AI Services”), to provide core functionality, including without limitation natural language processing, speech-to-text transcription, text-to-speech, image analysis, text embeddings, semantic search, intent classification, and the generation of certain responses, comments, and statements (collectively, “Outputs”) based on the information you have previously stored with Memoris (“Your Contributions”). Memoris is designed to respond only from Your Contributions and information you have previously stored or made accessible through the Services; however, Memoris may occasionally produce responses that are inaccurate or incomplete. By using the Services, you hereby consent and authorize Memoris to share Your Content with one or more AI Services and their third-party providers to the extent necessary to provide the Services to you. Those third-party providers will not train their algorithmic models with Your Content provided in connection with the AI Services. You acknowledge that certain of the Outputs are based on Your Contributions, and that Memoris has no control over Your Contributions. Accordingly, all Outputs are provided “as is” and with “all faults”, and Memoris makes no representations or warranties of any kind or nature with respect to any Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of or reliance on any such Outputs, and you assume all risks associated with your use of or reliance on Outputs, including any disclosure of information that personally identifies you or any third party. Furthermore, Memoris will have no liability for the unavailability of any Models or AI Services, or any third party’s decision to discontinue, suspend or terminate any third-party provided Models or AI Services. BECAUSE MEMORIS UTILIZES ARTIFICIAL INTELLIGENCE TO COMMUNICATE INFORMATION TO YOU, MEMORIS MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INCOMPLETE RESPONSE TO YOUR REQUESTS OR OTHER PROMPTS IN MEMORIS’S INTERACTIONS WITH YOU. YOU AGREE THAT MEMORIS WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR MEMORIS PROVIDING SUCH INACCURATE OR INCOMPLETE INFORMATION TO YOU.

2.4 No Obligation to Pre-Screen Content.

Memoris may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or content available thereon, including Your Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation your interactions with Memoris.

Without limiting the foregoing, Memoris reserves the right to: (a) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Memoris; (b) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Memoris otherwise believes that criminal activity has occurred; and/or (d) terminate or suspend your access to Memoris or any other part of the Services for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Memoris may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

If Memoris believes that criminal activity has occurred, Memoris reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Your Content, in Memoris’ possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Memoris, its users or the public, and all enforcement or other government officials, as Memoris in its sole discretion believes to be necessary or appropriate.

2.5 Audio Recording and Photo Upload.

The Application allows you to record and upload voice messages and photographs. By using the Application, you hereby agree that you: (i) are responsible for compliance with all applicable laws relating to the recording functionality of the Application, including without limitation laws relating to call recording, wiretapping, monitoring, eavesdropping, and similar activities; (ii) give Memoris consent to record you, transcribe such recordings, create electronic files and copies of such transcriptions, and store such transcriptions as part of Your Content (you acknowledge that audio recordings of voice messages are deleted after transcription and are not retained by Memoris); (iii) give Memoris consent to analyze, store, and display photographs you upload through the Application, including any text extracted therefrom via optical character recognition; and (iv) shall give notice to, and shall obtain all legally required rights and consents from, any other individuals prior to recording such individuals, or uploading photographs depicting such individuals, via the Application. If you do not consent to being recorded or to being responsible for giving all notices to and obtaining all rights and consents from other individuals, you can choose not to use the voice message or photo upload features of the Application.

2.6 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a compatible mobile device running a supported operating system. You are solely responsible for any fees, including Internet connection or mobile data fees, that you incur when accessing the Services.

2.7 Storage.

Memoris has no obligation to store any of Your Content that you Make Available on the Services, except as expressly set forth in this Agreement.

2.8 Calendar, Task, and Reminder Features.

The Application may allow you to create, view, or manage calendar events, tasks, reminders, and similar items, including through Connected Third-Party Accounts (as defined in Section 1.3(c)). THESE FEATURES ARE PROVIDED FOR PERSONAL ORGANIZATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR A MEDICAL ALERT SYSTEM, EMERGENCY NOTIFICATION SERVICE, OR OTHER TIME-CRITICAL OR LIFE-SAFETY SYSTEM. MEMORIS DOES NOT GUARANTEE THAT ANY REMINDER, NOTIFICATION, OR CALENDAR OR TASK ENTRY (INCLUDING THOSE RELATING TO MEDICATION OR MEDICAL APPOINTMENTS) WILL BE DELIVERED, ACCURATE, OR TIMELY, AND YOU SHOULD NOT RELY SOLELY ON THE SERVICES FOR ANY TIME-SENSITIVE OR HEALTH-RELATED TASK. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AND ACTING UPON ANY SUCH INFORMATION INDEPENDENTLY OF THE SERVICES.

3. OWNERSHIP.

3.1 Services.

Except with respect to Your Content, you agree that Memoris and its suppliers own all rights, title and interest in the Services, and all intellectual property underlying or used in connection with the Services, including without limitation any Models, as well as the intellectual property rights thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in this Agreement are hereby reserved and retained by Memoris.

3.2 Trademarks.

MEMORIS, and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Memoris and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

3.3 License to Your Content.

You grant Memoris a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and non-sublicensable license to store and use Your Content (in whole or in part) for the purposes of operating, providing, and improving the Services. Without limiting the foregoing, Memoris may use Your Content on a de-identified or aggregated basis for purposes of improving the Services. Such de-identified or aggregated data will be solely owned by Memoris.

3.4 Feedback.

If you elect to provide suggestions or feedback, you hereby grant to Memoris a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you that relates to the Services. Memoris will not identify you as the source of any such feedback.

4. COMMUNITY GUIDELINES.

THE SERVICES ARE DESIGNED TO HELP YOU STORE, ORGANIZE, AND RETRIEVE YOUR OWN PERSONAL INFORMATION AND MEMORIES. MEMORIS IS AN AI-POWERED SOFTWARE TOOL, NOT A HUMAN OR AI COMPANION, AND IS DESIGNED FOR INFORMATIONAL AND ORGANIZATIONAL PURPOSES ONLY. As a condition of use, you agree not to Make Available any of Your Content or take any action using the Services that: (a) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (b) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (c) contains adult content, including obscene, pornographic, and/or sexual terms, or profanity; (d) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (e) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (f) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or (g) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor.

5. FEES AND PURCHASE TERMS.

5.1 Payment Service Providers.

Memoris processes payments for the Services through the following payment service providers (each, a “Payment Service Provider”): (a) Apple Inc., through the Apple App Store (the “App Store”), for Subscriptions and other purchases made through the App Store; and (b) Stripe, Inc. and its affiliates (“Stripe”), for Subscriptions and other purchases made directly through the Application or Website. If you make a purchase through the App Store, your transaction will be processed by Apple in accordance with Apple’s applicable terms of service and privacy policy, and Apple’s payment terms will govern such transaction. If you make a purchase through Stripe, you will be required to provide your payment details and any additional information required to complete your order directly to Stripe. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize Memoris and Stripe to share any information and payment instructions you provide with Stripe to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by the applicable Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, Payment Service Providers may use various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize them to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

5.2 Payment.

You shall pay all fees or charges (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable, as listed within the Application, the App Store, and/or accessible through your Account. By providing Memoris and/or the applicable Payment Service Provider with your payment information, you agree that Memoris and/or the applicable Payment Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Memoris hereunder and that no additional notice or consent is required. You shall immediately notify Memoris of any change in your payment information to maintain its completeness and accuracy. Memoris reserves the right at any time to change its prices and billing methods in its sole discretion, subject to the terms and policies of any applicable App Store. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us or the applicable Payment Service Provider. Your failure to provide accurate payment information to Memoris and/or the applicable Payment Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

5.3 Subscriptions.

If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Memoris reserves the right to change the timing of our billing. Memoris reserves the right to change the Subscription pricing at any time in accordance with Section 12.1 (Modifications to the Agreement). If changes to the Subscription price occur that impact your Subscription, Memoris will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 5.3(a)(i) (Cancelling Subscriptions).

(a) Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Memoris’ then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., monthly, annually, etc.) will be designated at the time you sign up for the Subscription. If you purchased your Subscription through the App Store, your Subscription will automatically renew in accordance with the App Store’s terms, and you may manage or cancel your Subscription through your App Store account settings. If you purchased your Subscription through Stripe, your Subscription will automatically renew through Stripe, and you may manage or cancel your Subscription through your Account settings within the Application. By subscribing, you authorize Memoris and/or the applicable Payment Service Provider to charge the payment method designated in your Account or App Store account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Memoris or the applicable Payment Service Provider does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Memoris may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be reactivated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

(i) Cancelling Subscriptions. The method for cancelling your Subscription depends on how you purchased it: (A) App Store Subscriptions. If you purchased your Subscription through the App Store, you may cancel your Subscription by managing your subscription settings in your Apple ID account on your device or through the App Store. Cancellation of App Store Subscriptions is governed by Apple’s applicable terms and policies. (B) Stripe Subscriptions. If you purchased your Subscription directly from Memoris through Stripe, you may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page within the Application, or by contacting Memoris at support@memoris.ai. You may re-subscribe at any time after cancellation provided you have not deleted your Account.

(ii) Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

(b) Refunds and Free Trials. Except as required by applicable law, all Fees and other amounts paid in connection with the Services are non-refundable, non-cancellable, and non-creditable, regardless of actual usage, termination, or dissatisfaction. Any exception to this policy must be authorized in writing by Memoris and will be granted in Memoris’ sole and absolute discretion. Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, your use of the Services will automatically convert into a paid Subscription at Memoris’ then-current Service Subscription Fees and you will be charged for such Subscription as set forth above if you do not cancel prior to the end of the free trial or promotional period (such date, the “Subscription Service Commencement Date” for purposes of a free trial conversion). If you are inadvertently charged for a Subscription following a free trial and provide Memoris with written notice of the error, Memoris will have the charges reversed.

5.4 Taxes.

The Fees do not include any Sales Tax (defined below) that may be due in connection with the Services provided under this Agreement. If Memoris determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Memoris shall collect such Sales Tax in addition to the Fees. If any Services or payments for any Services under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Memoris, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Memoris for any liability or expense Memoris may incur in connection with such Sales Taxes. Upon Memoris’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

5.5 Withholding Taxes.

You shall make all payments of Fees to Memoris free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Memoris shall be your sole responsibility, and you shall provide Memoris with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

6. INDEMNIFICATION.

You agree to indemnify and hold Memoris, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Memoris Party” and collectively, the “Memoris Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content (including Your Contributions); (b) your use of, or inability to use, any of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other users; or (e) your violation of any applicable laws, rules or regulations. Memoris reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Memoris in asserting any available defenses. This provision does not require you to indemnify any of the Memoris Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to the Services.

7. DISCLAIMER OF WARRANTIES AND CONDITIONS.

7.1 As Is.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, YOUR INTERACTIONS WITH MEMORIS, ARE AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE MEMORIS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. THE MEMORIS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THAT DEFECTS WILL BE CORRECTED; (D) THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (F) THE SERVICES WILL IMPROVE YOUR HEALTH OR IDENTIFY AND PREVENT ANY OR ALL INSTANCES OF HARM OR INJURY. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MEMORIS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. THE MEMORIS PARTIES DO NOT (1) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR RESOURCES PROVIDED WITHIN, OR IN CONNECTION WITH, THE SERVICES, INCLUDING WITH RESPECT TO ANY OUTPUTS; OR (2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY SUCH OUTPUTS, INCLUDING ANY INFORMATION OR RESOURCES PROVIDED AS PART OF ANY OUTPUTS. UNDER NO CIRCUMSTANCES WILL THE MEMORIS PARTIES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION OR RESOURCES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MEMORIS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

7.2 Medical Disclaimer.

THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. AS FURTHER DESCRIBED AND DISCLAIMED IN SECTION 1.1, MEMORIS IS AN AI SYSTEM AND IS NOT A MEDICAL DEVICE, MEDICAL SERVICE, LICENSED HEALTHCARE PROVIDER, THERAPIST, OR COUNSELOR, AND MEMORIS DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE SERVICES, INCLUDING ANY OUTPUTS AND ANY MEMORY TRAINING OR RECALL EXERCISE FEATURES, ARE FOR PERSONAL INFORMATIONAL AND ORGANIZATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSES, OR TREATMENT BY YOUR HEALTHCARE PROVIDERS.

8. LIMITATION OF LIABILITY.

8.1 Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL THE MEMORIS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MEMORIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (E) THE USE OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL ON THE SERVICES OR LINKED TO THROUGH THE SERVICES; OR (F) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEMORIS PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MEMORIS PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MEMORIS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.2 Cap on Liability.

TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE MEMORIS PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $100; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEMORIS PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MEMORIS PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MEMORIS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.3 Exclusion of Damages.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

8.4 Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEMORIS AND YOU.

9. TERM AND TERMINATION.

9.1 Term.

The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

9.2 Termination of Services by Memoris.

If you have breached any provision of the Agreement, or if Memoris is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Memoris has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Memoris’ sole discretion and that Memoris shall not be liable to you or any third party for any termination of your use of the Services.

9.3 Termination by You.

If you want to terminate this Agreement, you may do so by deleting your Account. Upon deletion of your Account, your Subscription will be cancelled as of the date of Account deletion and you will not be entitled to a refund of any Fees paid. If you delete your Account, all of Your Content, including your preferences, memories, and Interactions, will be permanently erased and cannot be recovered, and any Connected Third-Party Accounts will be automatically disconnected. You acknowledge that prior to Account deletion, you may delete your Interaction history through the Application’s list of conversations; however, memories and preferences extracted from those Interactions will be retained until you delete your Account. For the avoidance of doubt, Memoris reserves the right to retain any and all de-identified or aggregated data based upon, or derived from, any of the foregoing, including any of Your Content or Interactions, and any resulting insights related thereto, which are owned and retained by Memoris.

9.4 Effect of Termination.

Upon termination or expiration of this Agreement for any reason all licenses granted hereunder will immediately terminate. Your right to use the Services will automatically terminate immediately, and you understand that termination of the Services will involve deletion of Your Content associated therewith from our live databases, subject to Memoris’ right to retain de-identified or aggregated data as set forth in Section 9.3. Memoris will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, licenses to Your Content, warranty disclaimers, indemnification, governing law, venue, and limitation of liability.

9.5 No Subsequent Registration.

If this Agreement is terminated for cause by Memoris or if your Account or ability to access the Services is discontinued by Memoris due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

10. ARBITRATION AGREEMENT.

Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Memoris and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

10.1 Applicability of Arbitration Agreement.

Subject to the terms of this Arbitration Agreement, you and Memoris agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Memoris may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Memoris may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

10.2 Informal Dispute Resolution.

There might be instances when a Dispute arises between you and Memoris. If that occurs, Memoris is committed to working with you to reach a reasonable resolution. You and Memoris agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Memoris therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Memoris that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@memoris.ai or Memoris AI, Inc., c/o United Corporate Services, Inc., 800 North State Street, Suite 304, Dover, Delaware 199901. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

10.3 Waiver of Jury Trial.

YOU AND MEMORIS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Memoris are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

10.4 Waiver of Class and Other Non-Individualized Relief.

YOU AND MEMORIS AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 10.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 10.9(Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Memoris agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the Borough of Manhattan, State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Memoris from participating in a class-wide settlement of claims.

10.5 Rules and Forum.

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, you and Memoris agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party will pay any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and Memoris otherwise agree, or the Batch Arbitration process discussed in Section 10.9(Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Memoris will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

You and Memoris agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

10.6 Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under Section 10.9 (Batch Arbitration) is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

10.7 Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 10.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 10.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 10.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 10.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 10.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

10.8 Attorneys’ Fees and Costs.

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

10.9 Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, you and Memoris agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Memoris by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Memoris.

You and Memoris agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

10.10 30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: notices@memoris.ai, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

10.11 Invalidity, Expiration.

Except as provided in Section 10.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Memoris as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

10.12 Modification.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Memoris makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Memoris at notices@memoris.ai your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Memoris will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

11. APP STORES.

11.1 App Stores.

You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play Store (each, an “App Store”). You acknowledge that the Agreement is between you and Memoris and not with the App Store. Memoris, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any of the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

11.2 Accessing and Downloading the Application from Apple.

The following applies to any App Store-Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) the Agreement is concluded between you and Memoris only, and not Apple, and (ii) Memoris, not Apple, is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service.

(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.

(c) In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Memoris and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Memoris.

(d) You and Memoris acknowledge that, as between Memoris and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You and Memoris acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, as between Memoris and Apple, Memoris, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

(f) You and Memoris acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store-Sourced Application against you as a third-party beneficiary thereof.

(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.

12. GENERAL PROVISIONS.

12.1 Modifications to the Agreement.

Memoris may modify the terms of this Agreement at any time in its sole discretion. When changes are made, Memoris will make a new copy of the Agreement available within the Application and/or on the Website. We will also update the “Last Updated” date. Any changes will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes for existing users, provided that any material changes shall be effective for existing users upon thirty (30) days after posting notice of such changes on the Services. Memoris may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you may stop using the Services and terminate this Agreement in accordance with Section 9.3. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

12.2 Assignment.

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Memoris’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Memoris may assign, transfer or delegate any of its rights and obligations hereunder without your consent.

12.3 Force Majeure.

Memoris shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.4 Questions, Complaints, Claims.

If you have any questions, complaints or claims with respect to the Services, please contact us at: support@memoris.ai. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

12.5 Governing Law; Venue.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Memoris agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

12.6 Notice.

Where Memoris requires that you provide an e-mail address, you are responsible for providing Memoris with your most current e-mail address. In the event that the last e-mail address you provided to Memoris is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Memoris’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Memoris at the following: notices@memoris.ai. Such notice shall be deemed given when received by Memoris by email confirmed by Memoris or letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

12.7 Electronic Communications.

The communications between you and Memoris may take place via electronic means, whether you use the Services or send us emails, or whether Memoris posts notices on the Services or communicates with you via email or push notifications. For contractual purposes, you (a) consent to receive communications from Memoris in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Memoris electronically provides to you satisfy any legal requirement that such communications would satisfy if they were to be in writing. The foregoing does not affect your non-waivable rights, or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

12.8 Waiver.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.9 Severability.

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

12.10 Export Control.

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services, or technology provided by Memoris are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Memoris products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12.11 Entire Agreement.

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.