Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Memo Labs, Inc. ("Memo," "we," "us," or "our") and you ("Customer," "you," or "your") governing your access to and use of the Memo platform, website at heymemo.ai, and any related services, features, content, or applications offered by Memo (collectively, the "Service").

By creating an account, clicking "I Agree," or accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy and Data Protection Agreement, which are incorporated by reference. If you do not agree to these Terms, do not access or use the Service.

1. Eligibility and Authority

You must be at least 18 years old and capable of forming a binding contract to use the Service. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity.

2. Description of the Service

Memo is an AI-powered e-commerce optimization platform designed for apparel and beauty brands. The Service provides:

• Autonomous paid media optimization (Meta Ads, Google Ads) including budget allocation, bid management, and creative performance analysis
• Conversion rate optimization (CRO) through AI-driven A/B testing and behavioral analysis
• Search engine optimization (SEO) including keyword research, content recommendations, and competitor analysis
• Answer engine optimization (AEO) for visibility in AI-powered search and discovery platforms
• Customer retention and CRM optimization across email, SMS, and loyalty channels
• Performance analytics and reporting dashboard

The Service is delivered as a software-as-a-service (SaaS) web application. Features and capabilities may evolve over time, and Memo reserves the right to modify, add, or discontinue features with reasonable notice.

3. Account Registration and Security

To access certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information to keep it accurate
• Maintain the confidentiality of your account credentials and not share them with third parties
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or use of your account at [email protected]

Memo shall not be liable for any loss or damage arising from your failure to comply with these account security obligations.

4. Authorized Use and Restrictions

Subject to these Terms and your payment of applicable fees, Memo grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the subscription term.

You agree not to, and not to permit or encourage any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service
• Modify, adapt, translate, or create derivative works based on the Service
• Use the Service in any manner that violates applicable laws or regulations, including those governing advertising, data protection, and consumer protection
• Use the Service to engage in fraudulent, misleading, or deceptive advertising practices
• Resell, lease, distribute, or otherwise commercially exploit the Service without prior written authorization
• Use automated means (bots, scrapers, crawlers) to access the Service in a manner that exceeds reasonable usage or degrades Service performance for other customers
• Use the Service to generate content that is unlawful, harmful, hateful, or violates third-party rights
• Circumvent any security measures or access controls implemented by Memo
• Violate the terms of service or acceptable use policies of any third-party platform connected to the Service

5. Connected Third-Party Services

The Service integrates with third-party platforms including but not limited to Shopify, Meta (Facebook), Google, Klaviyo, Gorgias, and Triple Whale. By connecting these platforms to Memo, you:

• Authorize Memo to access, retrieve, and process data from those platforms as necessary to provide the Service
• Acknowledge that Memo's ability to deliver the Service depends on the availability and functionality of these third-party platforms
• Agree to comply with the terms of service and policies of each connected third-party platform
• Understand that Memo is not responsible for the availability, accuracy, or performance of third-party platforms

You may disconnect any third-party integration at any time through your account settings. Disconnecting an integration may limit or disable certain Service features.

6. Data Processing and Privacy

Memo's processing of personal data is governed by our Privacy Policy. When Memo processes personal data on your behalf through platform integrations, the terms of our Data Protection Agreement apply. By using the Service, you agree to the terms of the DPA.

You retain all ownership rights in the data, content, and information you provide to or connect through the Service ("Customer Data"). You grant Memo a limited, non-exclusive, royalty-free license to access, use, process, copy, distribute, perform, export, and display Customer Data solely to the extent necessary to provide and improve the Service.

7. Intellectual Property

7.1 Memo IP

The Service, including its underlying software, algorithms, AI models, user interface, design, trademarks, and documentation, is and shall remain the exclusive property of Memo and its licensors. Nothing in these Terms transfers any ownership rights. Memo reserves all rights not expressly granted.

7.2 Customer Data

As between the parties, you own all right, title, and interest in your Customer Data. Memo does not claim ownership of your Customer Data.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant Memo a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback into the Service without restriction or compensation.

8. Fees and Payment

Certain features of the Service require a paid subscription. By subscribing, you agree to pay all fees in accordance with the pricing plan you select. All fees are:

• Quoted and payable in United States dollars (USD)
• Non-refundable except as expressly stated in these Terms or required by applicable law
• Exclusive of taxes, which are your responsibility

Memo reserves the right to modify its pricing with at least 30 days advance notice. Price changes will not affect your current subscription term and will take effect at the next renewal.

9. AI-Generated Content and Recommendations

The Service uses artificial intelligence to generate insights, recommendations, content, and optimizations. You acknowledge and agree that:

• AI-generated outputs are based on patterns and data available at the time of generation and may not always be accurate, complete, or appropriate for your specific circumstances
• Memo does not guarantee that AI-generated recommendations will produce specific business outcomes, revenue increases, conversion rate improvements, or cost reductions
• You retain full responsibility for reviewing and approving AI-generated content, campaign changes, and optimizations before they are applied to your live store, ad accounts, or customer communications
• The Service is designed to assist and augment your decision-making, not replace human oversight

10. Service Availability and Support

Memo will use commercially reasonable efforts to make the Service available and operational. However, the Service may be temporarily unavailable due to scheduled maintenance, unscheduled emergencies, or factors beyond Memo's reasonable control. Memo will endeavor to provide advance notice of scheduled maintenance.

Support is provided via email at [email protected] during business hours. Response times may vary based on the severity of the issue and your subscription plan.

11. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MEMO DOES NOT WARRANT THAT:

• THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR ACHIEVE ANY PARTICULAR BUSINESS OUTCOME
• ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED

Some jurisdictions do not allow the exclusion of implied warranties. In those jurisdictions, the above exclusions apply to the fullest extent permitted by law.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEMO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL
• ANY DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE

MEMO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO MEMO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM MEMO'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless Memo and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service in violation of these Terms or applicable law
• Your Customer Data, including any claim that your Customer Data infringes third-party rights
• Your violation of any third-party platform's terms of service through your use of the Service

14. Term and Termination

14.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated as set forth herein.

14.2 Subscription Term and Renewal

Paid subscriptions have an initial term as specified in your order (monthly or annual) and automatically renew for successive periods of the same duration unless either party provides notice of non-renewal at least 30 days before the end of the current term.

14.3 Termination for Convenience

You may terminate your account at any time by contacting us at [email protected]. Prepaid fees for unused portions of the subscription term are non-refundable unless otherwise required by law.

14.4 Termination for Cause

Memo may suspend or terminate your access to the Service immediately, without prior notice, if you materially breach these Terms, including non-payment of fees. Upon termination for cause, you remain liable for all fees due through the end of the current subscription term.

14.5 Effect of Termination

Upon termination, your right to access and use the Service immediately ceases. Memo will delete your Customer Data in accordance with our Data Protection Agreement and Privacy Policy. Provisions that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) shall survive.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Service, including but not limited to Customer Data, business plans, technical specifications, and pricing information. Each party agrees to use reasonable care to protect the other's Confidential Information and not to disclose it to third parties except as necessary to perform obligations under these Terms or as required by law.

16. Changes to These Terms

Memo reserves the right to modify these Terms at any time. If we make material changes, we will provide notice via email to the address associated with your account or through an in-product notice at least 30 days before the change becomes effective. Changes that are not material become effective upon posting. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Delaware. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

Before initiating any formal legal proceeding, the parties agree to attempt to resolve the dispute informally by providing written notice and allowing 30 days for resolution.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Protection Agreement, and any applicable order form, constitute the entire agreement between you and Memo regarding the Service and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Memo's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Memo's prior written consent. Memo may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of substantially all of its assets.

18.5 Force Majeure

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

18.6 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

18.7 Notices

All notices to Memo must be sent to [email protected]. Notices to you will be sent to the email address associated with your account or posted within the Service.

19. Contact

Questions about these Terms? Contact us at:

• Email: [email protected]
• Mail: Memo Labs, Inc., 8 The Green, Suite B, Dover, DE 19901, United States
• Contact form: heymemo.ai/contact