Terms of Service — MemoryBox

These MemVerge Terms of Service for MemoryBox (these “Terms”) are a binding legal agreement between you (“Customer” or “you”) and MemVerge, Inc. (“MemVerge”) regarding your use of our Application (as defined below). Please read these Terms carefully.

BY EXECUTING OR ENTERING INTO AN ORDER THAT REFERENCES THESE TERMS OR OTHERWISE ACCESSING OR USING THE APPLICATION, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE APPLICATION, YOU AGREE TO BE BOUND BY THESE TERMS. If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Application.

IMPORTANT: PLEASE CAREFULLY REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH MEMVERGE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND WAIVING YOUR RIGHT TO A CLASS ACTION. BY ENTERING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND ALL THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

You must be at least 18 years old and have the legal capacity to enter into these Terms. If an individual is entering into these Terms on behalf of a company or other legal entity, they represent that they have the legal authority to bind the entity to these Terms, in which case “Customer” will mean the entity they represent. If they do not have such authority, or if they do not agree with these Terms, they should not accept these Terms and may not use the Application.

If you are using the free version of the Application, you acknowledge and agree that the Application is provided solely on an “as-is” and “as-available” basis. MemVerge makes no representations or warranties of any kind with respect to the free version, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or quiet enjoyment. Without limiting the foregoing, Sections 8.2 and 10.2 shall not apply to the free version of the Application. MemVerge shall have no obligation to indemnify you in relation to the free version of the Application or to provide maintenance, support, updates, patches, bug fixes, or any other services with respect to the free version of the Application. MemVerge may terminate these Terms as to the free version of the Application at any time.

1. Definitions

“Application” means MemVerge's MemoryBox application as specified in an Order or online, and any associated user documentation (“Documentation”).
“Authorized User” means any employee, contractor, or other personnel associated with Customer's organization who has been authorized to use the Application in accordance with these Terms set forth herein. “Customer” as used in these Terms also includes Customer's “Authorized Users,” if any.
“Customer Data” means all data, content, information, and materials that Customer or its Authorized Users submit, transmit, store, index or otherwise make available through or to the Application, including data from the Third-Party Platforms at Customer's direction.
“Generated Content” means summaries, insights, memories, content, and other information generated by or through the Application.
“Order” means the mutually agreed upon Order that is signed by the parties for the purchase of a license to the Application or that is entered into online.
“Term” has the meaning given in Section 13 (Term and Termination).
“Third-Party Platforms” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Application.

2. Access

You may access and use the Application by downloading it through the MemVerge Site or downloading it from the app store on your mobile device. To the extent you access the Application through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply.

3. License

Subject to the terms and conditions of these Terms, MemVerge hereby grants Customer and Customer's Authorized Users a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the Term in each Order to (a) download and use the Application; (b) use any associated Documentation in connection with authorized uses of the Application; and, in all cases of (a)-(b), solely for Customer's personal use only or internal business use purposes.

4. Compliance with Use Policies

Customer's access to and use of the Application must comply with MemVerge's usage restrictions in Section 5 of these Terms, the Order and Documentation.

5. Permissions and Restrictions

5.1 Customer Data

You grant MemVerge a worldwide, royalty-free, and non-exclusive license to access and use Customer Data via an application programming interface that connects the Application with your selected Third-Party Platforms to provide you with the Application, and to operate and maintain the Application during the Term. For the avoidance of doubt, Customer Data processed through the Application is transmitted directly between the Application, as installed on your device(s), and your selected Third-Party Platform(s). MemVerge does not host, store, or retain Customer Data on MemVerge's systems except to the extent necessary to facilitate such transmission or to provide transient, in-session processing required for the Application to function. Any such transient data shall be automatically purged upon completion of the applicable session or transmission.

5.2 Integration

As part of the Application, you elect which Third-Party Platforms to link to the Application via MemVerge's application programming interface. The availability and operation of the Application or certain features thereof may depend on MemVerge's ability to access such Third-Party Platforms, and your failure to provide or maintain such access may result in a suspension or interruption of the Application. You are responsible for enabling the integration of each Third-Party Platform, and by doing so, you acknowledge that: (a) MemVerge may access any Customer Data provided via a Third-Party Platform so that it may be used in accordance with these Terms, and (b) MemVerge may share Customer Data (including personal data where directed) with the providers of such Third-Party Platforms. Third-Party Platforms are not under the control of MemVerge and MemVerge is not responsible for any Third-Party Platforms or for accuracy, quality, integrity, legality, reliability, and appropriateness of any information from the Third-Party Platforms. You acknowledge that Customer Data transmitted to your selected Third-Party Platform(s) is subject to the terms, conditions, and privacy practices of such Third-Party Platform(s), and MemVerge shall have no liability for the acts or omissions of any Third-Party Platform provider with respect to Customer Data. Your use of the Third-Party Platforms is governed by your agreement with the providers of the Third-Party Platforms.

5.3 MemVerge Account

Customer must maintain a valid and active MemVerge account in good standing during the Term. Customer's use of the Application remains subject to these Terms, including, for clarity and without limitation, the acceptable use provisions therein. Customer is responsible for: (a) the compliance of each of Customer's Authorized Users with these Terms, (b) Customer Data uploaded, transmitted, or submitted to the Application, and (c) any activities that occur under Customer's account.

5.4 Support and Professional Services

MemVerge will provide its standard support services for the paid version of the Application as set forth in the Order or in your account.

5.5 Restrictions

Customer shall not, and shall not permit any third party to:

access the Application, including MemVerge's AI technology providers' models, algorithms, or systems to build substantially similar functionality or a competing Application or service, including to train competing AI models (e.g., create synthetic training);
reverse engineer, reverse assemble, duplicate, or otherwise attempt to discover the source code of all or any portion of the Application, including MemVerge's or any third party's models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
reproduce, modify, translate, or create derivative works of all or any portion of the Application or engage in model extraction or stealing attacks;
export, modify, copy, lease, sell, or distribute the Application or assist any third party to gain access, license, sublicense, resell, distribute, assign, transfer or use the Application;
buy, sell, or transfer MemVerge's AI technology providers' API keys from, to or with a third party;
remove or destroy any proprietary notices contained on or in the Application or any copies thereof without MemVerge's permission;
circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations within the Application or to harm, interfere, disrupt, or compromise the security of the Application or MemVerge's AI technology providers' infrastructure or services;
use the Application, or MemVerge's AI technology providers' models in a manner that infringes or otherwise violates any third party's rights;
use any method to extract data, such as web scraping or web harvesting from the Application, including MemVerge's account and contact data, AI technology providers' models, algorithms, or systems other than as permitted;
publish or disclose the results of any benchmarking of the Application, or use such results for Customer's own competing software development activities, without the prior written permission of MemVerge;
violate the terms of use, codes of conduct and policies of MemVerge's AI technology providers;
use the Application or MemVerge's AI technology providers' models to track or monitor people without their consent;
use the Application or MemVerge's AI technology providers' models to facilitate misleading claims of expertise or capability in sensitive areas, for example in health, finance, government services, or the law;
use the Application or MemVerge's AI technology providers' models to make automated decisions that have a material detrimental impact on individual rights without human supervision in high-risk domains -- for example, in employment, healthcare, finance, legal, housing, insurance, or social welfare;
access or use the Application for any high risk activities where use or failure of the Application could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control, or use cases prohibited under applicable law;
use the Application or MemVerge's AI technology providers' models to misrepresent the provenance of content by claiming it was created solely by a human; or
fail to appropriately disclose to end users any unknown dangers arising from the use of MemVerge's or third-party models.

5.6 Compliance with Laws

Customer shall only use the Application in compliance with all applicable laws and regulations, including, without limitation, any laws and regulations concerning the use or development of artificial intelligence (“AI”), agentic AI and generative AI.

5.7 Text Messages

To login with your phone number and authenticate, Customers will opt in via https://membox.memmachine.ai/ to receive verification messages from MemVerge, Inc., powered by AWS Notify. Message frequency may vary per user. Text “HELP” for help. Text “STOP” to cancel. Message and data rates may apply for any messages sent to you from us and to us from you. Carriers are not liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, contact your wireless provider. For all questions about the services provided, you can email support@memverge.com or call +1 408-856-2520. If you have questions regarding privacy, please read our privacy policy at https://www.memorybox.ai/privacy-policy/. If you do not opt in or if you text to cancel these text messages, you will not be able to login with your phone number and authenticate and will need to login and authenticate to the Application in another way.

6. Security

Customer will promptly notify MemVerge if (a) Customer believes or knows that the account it uses to access the Application has been compromised, or (b) Customer is subject to an insecurity, malware or malicious activity that may negatively impact the Application. Customer shall ensure that only Authorized Users are granted access to the Application, and that all Authorized Users comply with these Terms. Customer is responsible for the security of the environment in which Customer uses the Application, including its transmission and protection of Customer Data in its own environment.

7. Proprietary Rights

7.1 MemVerge Ownership

MemVerge shall own and retain all right, title and interest in and to (a) the Application, all improvements, enhancements, or modifications thereto and (b) all intellectual property rights related to any of the foregoing.

7.2 Feedback

To the extent Customer or any of Customer's Authorized Users provide any suggestions to MemVerge regarding the functioning, features, and other characteristics of the Application, Documentation, or other material or services provided or made available by MemVerge (“Feedback”), Customer hereby grants MemVerge a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of Customer's intellectual property rights, for MemVerge to use and exploit in any manner and for any purpose.

7.3 Aggregate Data

MemVerge shall have the right to collect and analyze data, metadata, telemetry data, and other information relating to the provision, use and performance of various aspects of the Application and related systems and technologies (excluding Customer Data) and MemVerge will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Application and for other development, diagnostic and corrective purposes in connection with the Application and other MemVerge offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

7.4 Customer Name

During the term of these Terms, Customer grants MemVerge a non-exclusive, royalty-free, fully-paid up license to use and reproduce Customer's trademarks, tradenames, and logos in MemVerge's marketing materials and website(s) and to indicate that Customer is a MemVerge customer. MemVerge will abide by any written trademark usage guidelines provided by Customer. All goodwill arising out of the use of Customer's trademarks, tradenames and logos shall inure to Customer's benefit. To decline MemVerge this license Customer must email privacy@memverge.com stating that Customer does not wish to be used as a reference.

8. Limited Warranty and Disclaimer of Warranty

8.1 Customer Warranty

Customer represents that it has all necessary rights, consents, and permissions to provide Customer Data (including data relating to third parties) to MemVerge, as contemplated under these Terms, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy).

8.2 Limited Warranty

Actual results may vary based on usage patterns, data complexity, and network conditions. MemVerge represents and warrants to Customer that the Application (excluding the free Application version) when used for its intended purpose and in accordance with MemVerge's instructions, will materially conform to MemVerge's Documentation for a period of thirty (30) calendar days from the date Customer downloads the Application. Customer's sole and exclusive remedy, and MemVerge's sole and exclusive liability for any breach of this warranty will be, at MemVerge's sole discretion, to either fix the Application to remedy the defect or refund the applicable Fees paid by Customer for the Application, in each case on condition that Customer promptly notifies MemVerge in writing of any alleged breach of this warranty within such thirty (30) day period. This warranty is null and void to the extent the Application: (i) fails to conform with this warranty as a result of its use with any third party hardware or software; (ii) is used for an unintended purpose, is used other than in accordance with its Documentation, or Customer is otherwise in breach of these Terms, or (iii) fails due to any Customer Data, Third-Party Platforms or any defect in or misconfigurations of Customer's projects.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS THE APPLICATION IS PROVIDED “AS IS” AND MEMVERGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEMVERGE DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APPLICATION.

WITHOUT LIMITING THE FOREGOING, MEMVERGE MAKES NO WARRANTY THAT ANY GENERATED CONTENT OR OTHER RESULTS GENERATED BY THE APPLICATION WILL BE ACCURATE, COMPLETE, RELIABLE, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL GENERATED CONTENT BEFORE USE. CUSTOMER ACKNOWLEDGES AND AGREES THAT MEMVERGE IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD MEMVERGE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER. THE APPLICATION DOES NOT PROVIDE LEGAL, FINANCIAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE.

9. Intellectual Property Rights

9.1 MemVerge Rights

All rights, title, and interest in and to the Aggregate Data, and Application and any improved, updated, modified or additional parts thereof, shall at all times remain the property of MemVerge or its licensors. Nothing herein shall give or be deemed to give Customer any right, title, or interest in or to the same except as expressly provided in these Terms. MemVerge reserves all rights not expressly granted herein.

9.2 Customer Rights

As between Customer and MemVerge, and to the extent permitted by applicable law, Customer owns the Generated Content. You hereby grant MemVerge a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Generated Content solely to provide the Application and any accompanying support to you as set forth in these Terms and the Order, and to operate, maintain, support, and improve the Application. For the avoidance of doubt, MemVerge will not use Generated Content that is generated through Customer's use of the paid version of the Application to train or improve any machine learning or artificial intelligence models.

10. Indemnity

10.1 Customer Indemnity

Customer shall indemnify, defend, and hold harmless MemVerge and MemVerge licensors from and against any third party claims, losses and expenses (including attorneys' fees) arising from or relating to Customer's breach of these Terms (and any terms incorporated by reference), Customer Data and/or Customer's breach of applicable law.

10.2 MemVerge Indemnity

MemVerge shall indemnify, defend, and hold Customer harmless from and against any third-party claims, losses and expenses (including attorney's fees) arising from or relating to the Application infringing on a third party's intellectual property rights. MemVerge's indemnity obligations to Customer in these Terms do not apply to claims arising from (a) the Application or portions or components thereof not provided by MemVerge, (b) modifications by any party other than MemVerge to the Application, (c) the combination of the Application with other services, processes or materials where the alleged infringement relates to such combination, (d) Customer Data, (e) use of Generated Content, (f) use of the Application in a manner that Customer knows or reasonably should know violates or infringes the rights of others or when Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (g) use of the Application in violation of any third party's privacy rights or these Terms, or (h) the free version of the Application. To the extent covered under this section, indemnification is Customer's sole remedy under these Terms for any third-party claims as it relates to the Application.

10.3 Indemnity Procedure

The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable assistance to the indemnifying party (at the indemnifying party's expense) and allow the indemnifying party to control the defense of the claim (provided the indemnifying party will not settle a claim on behalf of the indemnified party without first obtaining the indemnified party's prior written consent, which consent shall not be unreasonably withheld or delayed).

11. Limitation of Liability

EXCEPT FOR CUSTOMER'S BREACH OF SECTIONS 5, 9, OR 7.1 OR CUSTOMER'S BREACH OF ANY REPRESENTATIONS OR WARRANTIES OR CUSTOMER'S INDEMNITY OBLIGATIONS, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FOR ANY AGGREGATE OR DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO MEMVERGE FOR THE APPLICATION UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY AND (B) $1,000, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THESE TERMS.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Customer. IN THESE STATES, MEMVERGE'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Payment of Fees

12.1 Fees

Customer will pay MemVerge the then applicable fees described in the Order for the Application in accordance with the terms therein (collectively, the “Fees”). The Fees for the Application will not include any taxes, duties and levies, and Customer shall be responsible for all taxes associated with Application other than U.S. taxes based on MemVerge's net income. If MemVerge has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer. Customer represents and warrants to MemVerge that all of Customer's payment information is true and that Customer is authorized to use the payment instrument. Customer will promptly update Customer's account information with any changes (for example, a change in Customer's billing address or credit card expiration date) that may occur. All Fees are non-refundable, except as expressly stated otherwise in these Terms.

12.2 Payments

All payments shall be made in the currency specified on the Order. If all or any part of any payment owed to MemVerge under these Terms is subject to a withholding tax pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to MemVerge of the amounts otherwise payable under these Terms. MemVerge may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for Customer until the start of the next Renewal Term. MemVerge will provide written notice to Customer for any changes to the Fees that affect the Application purchased by Customer. Customer's continued use of the Application after the price change becomes effective constitutes Customer's agreement to pay the changed amount.

13. Term and Termination

13.1 Term

Subject to earlier termination as provided below, these Terms shall commence on the Effective Date and will continue: (i) as the free version of the Application until terminated in accordance with these Terms and (ii) as to the paid version of the Application for so long as there is an Order in effect or you use or access the Application. The term of each Order will be set forth therein or for the period you elect in your account (the “Initial Term,” and together with any Renewal Terms, the “Term”) and shall automatically renew for successive periods equal to the subscription period selected by you (e.g. monthly or annual) following the conclusion of the Initial Term (a “Renewal Term”) unless either party notifies the other party in writing, not less than thirty (30) calendar days before the expiration of the then-current subscription term that such party does not wish to renew the Order for the Application for a Renewal Term. No refunds are issued for any early cancellations.

13.2 Changing Application Plans (Paid and Free Versions)

You can change from the free version of the Application to the paid version, upgrade your paid version of the Application, or cancel your renewal in accordance with these Terms and account settings. If you cancel your paid version of the Application or you elect not to renew, the paid version of the Application will be converted to our free version at the end of your Term unless you delete your account. For the avoidance of doubt, the following do not constitute valid cancellation of a paid version of the Application or termination of your account: (i) sending an email to cancel your paid plan or close your account; or (ii) revoking or suspending any payment method on file.

13.3 Termination or Suspension

Notwithstanding any of these Terms, Customer shall not have the right to terminate these Terms for convenience. MemVerge may terminate these Terms for any breach of these Terms on notice. Either party may terminate these Terms for the other party's material breach of these Terms on thirty (30) days prior written notice if the breach remains uncured within such time period. In addition to any other remedies MemVerge may have, MemVerge may also terminate these Terms upon two (2) days' notice in the case of nonpayment. MemVerge reserves the right to suspend Customer's access to the Application for (a) violations of these Terms (including, without limitation, MemVerge's AI Policy), (b) suspicion of fraudulent or illegal activity, (c) to prevent a security risk or other credible risk of harm or liability to MemVerge, the Application, or any third party, or (d) if required by law. MemVerge will use reasonable efforts to notify Customer of any suspension or termination and if applicable, give Customer the opportunity to resolve the issue prior to suspension or termination. You acknowledge that MemVerge reserves the right to terminate accounts that are inactive for an extended period of time.

13.4 Effect of Termination

Sections 1 (Definitions), the restrictions in Section 5 (Permissions and Restrictions), 7 (Confidentiality; Proprietary Rights), 8.3 (Disclaimer), 9 (Intellectual Property Rights), 10 (Indemnity), 11 (Limitation of Liability), this Section 13.4 (Effect of Termination), 14 (Trade Controls), 16 (Miscellaneous) and 17 (Governing Law; Disputes; Arbitration) shall survive termination. On termination of the Terms, Customer and each of Customer's Authorized Users must cease using the Application and MemVerge will destroy Customer Data, subject to applicable law.

14. Trade Controls

The Application is controlled and operated from the United States. MemVerge makes no representations that the Application is appropriate for or available in other locations. Customer must comply with all applicable trade laws, including sanctions and export control laws. The Application may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom trade dealings are prohibited or restricted under applicable trade laws. The Application may not be used for any end use prohibited by applicable trade laws, and Customer Data may not include material or information that requires a government license for release or export.

15. Third-Party App Store Provisions

This provision applies to App Store Provider(s), which means, Apple Inc. with respect to the Apple App Store, Google LLC with respect to the Google Play Store, and/or Microsoft Corporation with respect to the Microsoft Store. You acknowledge and agree that these Terms are entered into between you and MemVerge only, and not with the applicable App Store Provider. MemVerge and not the App Store Provider is solely responsible for the Application and the content thereof. Your use of the Application must comply with the terms of service of the applicable App Store Provider. You acknowledge that the applicable App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. To the maximum extent permitted by applicable law, the applicable App Store Provider will have no warranty obligation whatsoever with respect to the Application, and any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, to the extent one cannot be excluded under applicable law, will be the sole responsibility of MemVerge. You acknowledge that the applicable App Store Provider is not responsible for addressing any claims by you or any third party relating to the Application or your possession and use of the Application, including but not limited to (i) product liability claims, (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, MemVerge, and not the applicable App Store Provider, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. You represent and warrant that (a) you are not located in a country that is subject to a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country, and (b) you are not listed on any United States Government list of prohibited or restricted parties. You acknowledge and agree that the applicable App Store Provider and its subsidiaries are third-party beneficiaries of these Terms as they relate to your license to the Application, and that, upon your acceptance of these Terms of Service, applicable App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Nothing in these Terms grants you any license or rights with respect to any App Store Providers' trademarks, trade names, or logos.

16. Miscellaneous

Customer acknowledges and agrees that MemVerge may amend these Terms from time to time, which shall be communicated to Customer through Customer's account. Customer's continued access to or use of the Application shall constitute binding acceptance of such amendments. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Customer may not assign, transfer, or sublicense without the prior written consent of MemVerge, but MemVerge may assign or transfer these Terms, in whole or in part, without restriction. Any attempted assignment or transfer of these Terms by the parties in contravention of the foregoing shall be null and void. MemVerge's failure to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested, in all cases, to the address or information set forth in the Customer's account or Order. By using the Application, Customer consents to receiving electronic communications from MemVerge. These electronic communications may include notices about applicable Application fees and charges related to the Application and transactional or other information concerning or related to the Application. These electronic communications are part of Customer's relationship with MemVerge and Customer receives them as part of Customer's use of the Application. Customer agrees that any notices, agreements, disclosures, or other communications that MemVerge sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

Any delays in or failure of performance of MemVerge shall not constitute a default hereunder or give rise to any claims for damages if, to the extent that, and for such period that, such delays or failures of performance are caused by any events beyond the reasonable control of MemVerge including, without limitation, any of the following specific occurrences: acts of God or the public enemy, acts of terrorism, pandemics, epidemics, labor strikes, expropriation or confiscation of facilities, compliance with any unanticipated duly promulgated governmental order, acts of war, rebellion or sabotage or damage resulting therefrom, fires, floods, explosion, or riots.

17. Governing Law; Disputes

17.1 Law

These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

17.2 Binding Contract

Customer acknowledges that these Terms are a contract between Customer and MemVerge, even though it is electronic and is not physically signed by Customer and MemVerge, and it governs Customer's use of the Application.

17.3 Informal Dispute Resolution

If any claim arises out of or relates to the Application or these Terms, other than as may be provided herein, then you and MemVerge agree to send notice to the other providing a reasonable description of the claim, along with a proposed resolution of it. MemVerge's notice to you will be sent based on the most recent contact information that you provided MemVerge. If no such information exists or if such information is not current, MemVerge has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and MemVerge will engage in a dialog to attempt to resolve the claim, though nothing will require either you or MemVerge to resolve the claim on terms with respect to which you and MemVerge, in each of the parties' sole discretion, is not comfortable.

17.4 Disputes

Any dispute Customer and MemVerge that is not resolved through negotiation will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”). The arbitration will be conducted by a single arbitrator selected by agreement of Customer and MemVerge or, if Customer and MemVerge cannot agree, an arbitrator appointed in accordance with the JAMS rules who shall be experienced in the type of dispute at issue. Customer and MemVerge, their representatives, the arbitrator, and other participants shall keep confidential the existence, content, and result of the arbitration. Any demand for arbitration and any counterclaim must specify in reasonable detail the facts and legal grounds forming the basis for the claimant's claims and include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant. The arbitration will be conducted in the English language; the location of such arbitration shall be in Milpitas or San Jose, California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator.

17.5 Class Action Waiver

YOU AND MEMVERGE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and MemVerge each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638.

17.6 Exceptions

Notwithstanding the agreement to resolve all disputes through arbitration, you or MemVerge may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or MemVerge may also seek relief in small claims court for claims within the scope of that court's jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the exclusive venue for any such claim or dispute is set forth in Section 17. You and MemVerge agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms or your use of the Application in the event that the arbitration provisions are found not to apply. In such a case, should MemVerge prevail in litigation against you to enforce its rights under these Terms, MemVerge shall be entitled to its costs, expenses, and reasonable attorneys' fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which MemVerge may be entitled.

17.7 Restrictions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CUSTOMER OR MEMVERGE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN CUSTOMER OR MEMVERGE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by MemVerge to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Application, intellectual property rights of MemVerge, and/or MemVerge's provision of the Application.

18. Privacy

Please visit https://www.memorybox.ai/privacy-policy/ to understand how MemVerge collects and uses personal information. If applicable, you may also contact MemVerge at privacy@memverge.com to request our Data Processing Agreement.