Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and memrio Inc. ("memrio", "we", "us", or "our") and govern your access to and use of the Memrio website, applications, design editor, and any related products or services (collectively, the "Service").

By creating an account, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" will refer to both you individually and that organization.

You must be at least 13 years old to use the Service. In some jurisdictions, the minimum age required to form a binding contract may be higher; if you are under the age of majority in your jurisdiction, you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

You may not use the Service if you have previously been suspended or removed from the Service by us, or if you are prohibited from receiving services under applicable law.

To use most features of the Service, you must create an account by providing a valid email address and a password.

• You are responsible for providing accurate and complete information when you register and for keeping that information up to date.
• You are responsible for maintaining the confidentiality of your password and for all activity that occurs under your account.
• You agree to notify us immediately at contact@memrio.ai of any unauthorized use of your account or any other suspected breach of security.
• You may not share your account credentials, create an account using someone else's identity, or maintain more than one account except where expressly permitted.

We are not liable for any loss or damage arising from your failure to comply with these account obligations.

Memrio provides an online design platform that allows users to create, edit, organize, and export design projects through a web-based editor.

We may add, modify, or discontinue features of the Service at any time and without notice. We may also impose limits on certain features or restrict access to parts of the Service. We will use commercially reasonable efforts to keep the Service available, but we do not guarantee uninterrupted access or that the Service will be free from errors, defects, or downtime.

Subject to your compliance with these Terms, memrio grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your own internal business or personal purposes.

This license does not include any right to resell, redistribute, or commercially exploit the Service or any portion of it (other than your own content), and we reserve all rights not expressly granted to you in these Terms.

"Your Content" means any text, images, files, designs, projects, or other materials that you upload, create, submit, or otherwise make available through the Service.

You retain all ownership rights you have in Your Content. We do not claim ownership of Your Content.

You grant memrio a worldwide, royalty-free, non-exclusive license to host, store, reproduce, process, transmit, and display Your Content solely to the extent necessary to operate, provide, secure, and improve the Service for you (for example, to render your projects in the editor, save them, and export them on your behalf). This license ends when you delete Your Content, except where retention is required by law, for backup purposes for a limited period, or for the enforcement of these Terms.

You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to upload Your Content and to grant the license above, and that Your Content does not infringe or violate the rights of any third party or any applicable law.

You are solely responsible for Your Content and for the consequences of submitting it through the Service. You should maintain your own backup copies of Your Content. We are not obligated to back up, store, or retain Your Content beyond what is reasonably necessary to provide the Service.

You agree not to misuse the Service. Without limiting the foregoing, you will not, and will not attempt to:

• Use the Service in any manner that violates any applicable law or regulation, or that infringes any third-party rights (including intellectual property, privacy, or publicity rights).
• Upload, create, or share content that is unlawful, defamatory, obscene, harassing, hateful, threatening, or otherwise objectionable, or that promotes violence or illegal activity.
• Impersonate any person or entity, or misrepresent your affiliation with a person or entity.
• Interfere with, disrupt, overload, or impair the Service, the servers or networks connected to the Service, or any user's use of the Service.
• Attempt to gain unauthorized access to any account, system, or network used to operate the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service, except to the extent expressly permitted by applicable law.
• Scrape, crawl, or use automated means to extract data from the Service, or use the Service to train machine learning or AI models, without our prior written consent.
• Resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Service or any part of it.
• Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) on the Service or in any content delivered through the Service.
• Introduce viruses, worms, malware, or any other harmful code into the Service.

We reserve the right (but are not obligated) to investigate suspected violations and to take any action we deem appropriate, including removing content and suspending or terminating accounts.

The Service, including all software, designs, templates, shapes, fonts (other than third-party fonts subject to their own licenses), text, graphics, user interfaces, logos, and trademarks (collectively, the "Memrio IP") is owned by memrio or its licensors and is protected by intellectual property and other laws.

Except for the limited license expressly granted in these Terms, no right, title, or interest in or to the Memrio IP is transferred to you. You may not use the Memrio IP except as permitted by these Terms or with our prior written consent.

"memrio", the memrio logo, and any related names or marks are trademarks of memrio Inc. All other trademarks, service marks, and logos used on the Service are the property of their respective owners.

The Service may rely on third-party providers (for example, for hosting, authentication, storage, email delivery, and analytics) and may contain links to third-party websites or services that are not owned or controlled by memrio.

We are not responsible for the content, policies, or practices of any third-party services, and we do not endorse them. Your use of any third-party service is governed by the terms and privacy policies of that third party, and you access it at your own risk.

Some features of the Service may be offered free of charge, and others may require payment. If you sign up for a paid plan or feature, you agree to pay all applicable fees as described at the time of purchase. Unless otherwise stated, all fees are non-refundable and exclusive of applicable taxes.

We may change our pricing or introduce new fees at any time, with reasonable advance notice for existing paid users. If you do not agree to a fee change, your only remedy is to cancel your paid plan before the change takes effect.

You may stop using the Service and close your account at any time by contacting us at contact@memrio.ai.

We may suspend or terminate your access to the Service, or any part of it, at any time and without prior notice if we reasonably believe that you have violated these Terms, that your account poses a security or legal risk to memrio or other users, or that we are required to do so by law.

Upon termination, your right to use the Service will end immediately, and we may delete Your Content and any account information associated with your account. Sections of these Terms that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, and governing law) will survive.

The Service is provided "as is" and "as available", with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, memrio and its affiliates, suppliers, and licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, secure, error-free, or free from harmful components, that defects will be corrected, or that any content (including Your Content) will be preserved without loss. You use the Service at your own risk.

To the maximum extent permitted by applicable law, in no event will memrio or its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with your access to or use of (or inability to access or use) the Service, even if we have been advised of the possibility of such damages.

In no event will memrio's total aggregate liability arising out of or relating to these Terms or the Service exceed the greater of (a) the amounts you have paid to memrio for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

These limitations apply to the fullest extent permitted by law and form an essential basis of the bargain between you and memrio. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless memrio and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any third-party right, including any intellectual property, publicity, or privacy right.

memrio reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

We are continually improving the Service. We may add, change, suspend, or discontinue features, functionality, or availability of the Service (including third-party integrations) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page and, for material changes, will take reasonable steps to notify you, such as by email or through an in-product notice.

Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the jurisdiction in which memrio Inc. is incorporated, without regard to its conflict-of-laws principles.

You agree that any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the competent courts of that jurisdiction, and you consent to the personal jurisdiction of those courts. Nothing in this section limits your statutory rights as a consumer where applicable.

• Entire agreement: These Terms, together with the Privacy Policy and any additional terms applicable to specific features, constitute the entire agreement between you and memrio regarding the Service and supersede any prior agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• No waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
• Notices: We may provide notices to you by posting them on the Service, by email to the address associated with your account, or through other reasonable means.