> **Agent?** Fastest path: MCP at `https://api.mnemom.ai/mcp` — call `get_started` first (zero-auth, no args). Full agent guide: <https://www.mnemom.ai/agents.txt>

# Terms of Service - Mnemom

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# Términos del servicio

# Mnemom — Terms of Service

**Last Updated Date: June 16, 2026**

Welcome and thank you for your interest in Mnemom, Inc. ("**Mnemom**", "**we**", "**us**" or "**our**"). This Terms of Service Agreement ("**Terms of Service**", and together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)), the "**Agreement**") describes the terms and conditions that apply to your use of (i) the website located at [https://www.mnemom.ai/](https://www.mnemom.ai/) and its subdomains, and any of Mnemom's other websites on which a link to these Terms of Service appears (collectively, the "**Website**") and (ii) the services, content, and other resources available on or enabled via our Website, including Mnemom's AI agent alignment and verification platform (collectively, with our Website, the "**Service**").

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Mnemom, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO "**YOU**" OR "**YOUR**" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. **IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICE**.

**Dispute Resolution**: PLEASE BE AWARE THAT SECTION 14 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND Mnemom. AMONG OTHER THINGS, SECTION 14 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 14 (ARBITRATION AGREEMENT) CAREFULLY.

**UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING 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.**

The Agreement IS subject to change by Mnemom in its sole discretion at any time AS SET FORTH IN SECTION 15.6 (Agreement Updates).

**Some specific notes to our European Users –**

-   If you are an individual user ordinarily resident in the United Kingdom ("**UK**") or a country in the European Economic Area (such countries together with the UK, described herein as "**Europe**", and "**European**") who is using the Service for personal use as a "consumer", please note that this Agreement applies to you in a slightly amended form. For example, the provisions of Section 14 (Arbitration Agreement) do not apply to you – instead, you should look at Section 16.4(f) for details regarding the courts where you can bring claims to resolve disputes between you and us in relation to this Agreement.
    
-   For more detail on the amendments to this Agreement that are applicable to you where you are an individual user ordinarily resident in Europe, you should take a look at Section 16 (Europe-specific Terms)
    

## 1\. Usage Requirements

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Mnemom, your right to access and use the Service, in whole or in part, is subject to this Agreement.

**1.1 Use of the Service.** You may access, and we grant you a non-exclusive right to use, the Platform in accordance with this Agreement. You will comply with this Agreement and all applicable laws when using the Platform. We and our affiliates own all rights, title, and interest in and to the Platform, including the underlying technology and intellectual property rights therein.

**1.2 Supplemental Terms.** Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("**Supplemental Terms**"). Such Supplemental Terms will either be set forth in 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 Service are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

**1.3 Updates.** Mnemom may require you to install updates to the Software that you have installed on the devices through which you access or use the Service ("**Device**"). You acknowledge and agree that Mnemom may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

**1.4 Free Tier.** The Service is available on a free-of-charge basis (the "**Free Tier**"), as described on Mnemom's Pricing page at [https://www.mnemom.ai/pricing](https://www.mnemom.ai/pricing). Free Tier access is subject to usage limits as specified on the Pricing page and may be modified or discontinued by Mnemom at any time on reasonable notice.

## 2\. Registration

**2.1 Registering Your Account.** In order to access certain features of the Service, you may be required to register an account on the Service ("**Account**").

**2.2 Registration Data.** In registering an account on the Service, 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.

**2.3 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 Mnemom. Mnemom reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days, and, in such event, you shall not be entitled to any refund. 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 Service by minors. You are responsible for any use of your credit card or other payment instrument (e.g., PayPal) by minors. You may not share your Account or password with anyone, and you agree to notify Mnemom immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Mnemom has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Mnemom has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Mnemom 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 Service if you have been previously removed by Mnemom, or if you have been previously banned from any of the Service.

**2.4 Necessary Equipment and Software.** You must provide all Devices and other equipment or software (excluding Software) necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

## 3\. Content

**3.1 Types of Content.** Subject to your compliance with this Agreement, you may share or upload any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials ("**Content**") through the Service, including by way of your prompts, comments, questions, and other input to the Service (collectively, "**Input**"). You, and not Mnemom, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service ("**Make Available**"). When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 3.3 (License to Your Content). In response to any prompts, comments, questions, and other Input that you provide to the Service, the Service, together with AI Tools (as defined below) may generate output or results ("**Output**"). Mnemom makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of Outputs created through the Service, and you assume all risks associated with your use of any Outputs. You are solely responsible for reviewing any Output prior to its use and exercising your own judgement as to its suitability for use.

**3.2 License to Outputs.** Subject to your compliance with the Agreement Mnemom grants you a non-exclusive, non-transferable, perpetual, worldwide, royalty-free, fully paid right to use Outputs you obtain through the Service. This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use the Outputs, including for commercial purposes, in connection with the purposes described above or otherwise as set forth in the remainder of this Agreement. You will own any original contributions made to works that may include Outputs, but for the avoidance of doubt, you will not own the Outputs.

**3.3 License to Your Content.** You acknowledge that the Service utilizes certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Service. Subject to any applicable Account settings that may be made available to you, you grant Mnemom a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users (including after you cease use of the Service or terminate this Agreement). Without limiting the foregoing, you acknowledge that Your Content may be used by Mnemom, or third-party providers of the AI Tools, to train, develop, enhance, evolve and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes.

**3.4 Use of AI Tools.** The Service leverages generative artificial intelligence and machine learning, including third-party large language models (collectively, "**AI Tools**"). In the course of delivering the Service, agent inputs, outputs, and associated metadata may be transmitted to and processed by such AI Tools, each subject to their own terms of service and privacy policy. By using the Service, you acknowledge that your data may be routed through one or more AI Tools and agree to review their applicable terms. You further acknowledge and agree that: (a) AI Tools may produce inaccurate, incomplete, or incorrect outputs due to the probabilistic nature of machine learning; (b) outputs of the Service are provided as assistance only and do not constitute professional, legal, or security advice; (c) generated outputs may contain errors or vulnerabilities and may resemble publicly known patterns or practices; (d) Mnemom makes no guarantees of originality, non-infringement, or fitness for production use with respect to any outputs; and (e) the Service does not replace human judgment, legal review, security review, or other professional expertise. You are solely responsible for reviewing, testing, validating, and deploying all outputs, and assume all risk arising from reliance thereon.

**3.5 Content Restrictions.** You must not share Content on or through the Service, or attempt to create Output through the Service, that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party's intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Mnemom's prior written consent, or (F) violates any applicable AI Tools' terms. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Mnemom in its sole discretion. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person's permission.

## 4\. Ownership

**4.1 The Service.** Except with respect to Your Content, you agree that Mnemom and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Mnemom software) and all improvements, enhancements and updates made thereto. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

**4.2 Trademarks.** Mnemom's name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Mnemom and may not be used without permission in connection with your, or any third-party's, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

**4.3 Username.** Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit Mnemom to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

**4.4 Feedback.** You agree that submission of any ideas, suggestions, documents, and/or proposals to Mnemom regardless of how submitted ("**Feedback**") is at your own risk and that Mnemom has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Mnemom a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Mnemom's business.

## 5\. User Conduct and Certain Restrictions

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement, or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other "hidden text" using Mnemom's name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of Mnemom; or (viii) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other user, host, or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service. You may not post or Make Available a photograph of another person without that person's permission. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Mnemom pursuant to this Agreement.

**No AI Misuse.** You shall not use the Service, Outputs or any AI Tools in any way that would: (a) render the Service a 'high-risk AI system' for the purposes of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) (the "**EU AI Act**"), including Article 6 thereof; (b) constitute a 'prohibited AI practice' for the purposes of the EU AI Act, including Article 5 thereof; or (c) remove or alter any 'watermarks', metadata, or technical identifiers applied to Outputs that use machine-readable technologies to identify them as AI-generated.

## 6\. Third-Party Service

**6.1 Third-Party Websites, Applications and Ads.** The Service may use AI Tools, and/or contain links to third-party websites, applications and advertisements for third parties ("**Third-Party Ads**") (collectively, the "**Third-Party Services**"). Mnemom does not control and is not responsible for how Third-Party Services process, store, or use data transmitted to them. Such Third-Party Services are not under the control of Mnemom. Mnemom is not responsible for any Third-Party Services. When you use or access a Third-Party Service, you become subject to the terms and conditions (including privacy policies) of that Third-Party Service. Mnemom does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

**6.2 Sharing Your Content and Information Through Third-Party Services.** Mnemom may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services, including through features that allow you to link your Account with an SNS account, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you agree that Mnemom may transfer that information to the applicable Third-Party Service. Mnemom is not responsible for any Third-Party Service's use of your exported information.

## 7\. Fees and Purchase Terms

**7.1 Payment.** You shall pay all fees or charges ("**Fees**") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Mnemom and/or our Third-Party Service Provider with your payment information, you agree that Mnemom and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Mnemom hereunder and that no additional notice or consent is required. You shall immediately notify Mnemom of any change in your payment information to maintain its completeness and accuracy. Mnemom reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Mnemom and/or our Third-Party 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.

**7.2 Usage-Based Billing.** For certain plans and offerings made available to users by Mnemom, Fees are charged on a usage-based basis. The applicable rate is as published on Mnemom's Pricing page at [https://www.mnemom.ai/pricing](https://www.mnemom.ai/pricing) at the time of use. Usage is measured on a calendar month basis. At the end of each billing period, Mnemom will calculate your total usage for that period and charge your designated payment method for the resulting Fees in accordance with this Section 7. Mnemom reserves the right to change the Per-Check Rate at any time in its sole discretion, subject to notice to you in accordance with Section 15.6 (Agreement Updates). Any change in the Per-Check Rate will apply to usage incurred on or after the effective date of the change. You are solely responsible for monitoring your usage of the Service. Mnemom may, but is not obligated to, provide usage dashboards or notifications. Any such tools are provided for convenience only and Mnemom does not warrant their accuracy or completeness. Mnemom shall have no liability for Fees that result from your failure to monitor your usage or to set usage controls that may be made available to you.

**7.3 Third-Party Service Provider.** Mnemom uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("**Third-Party Service Provider**"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe's Privacy Policy (currently accessible at [https://stripe.com/us/privacy](https://stripe.com/us/privacy)) and its Terms of Service (currently accessible at [https://stripe.com/ssa](https://stripe.com/ssa)) and hereby consent and authorize Mnemom and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party 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, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it 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. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

**7.4 Taxes.** The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Mnemom determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Mnemom 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 Mnemom, 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 Mnemom for any liability or expense Mnemom may incur in connection with such Sales Taxes. Upon Mnemom'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.

**7.5 Withholding Taxes.** You shall make all payments of Fees to Mnemom free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Mnemom shall be your sole responsibility, and you shall provide Mnemom 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.

**7.6 Import Duties and Taxes.** When you order products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as Mnemom has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your purchase to get more information. As between Mnemom and you, you are considered the importer of record and must comply with all laws and regulations of such country.

## 8\. Indemnification

You shall indemnify and hold Mnemom, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "**Mnemom Party**" and collectively, the "**Mnemom 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: (i) Your Content, including any use of the Output by you; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Mnemom 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 Mnemom in asserting any available defenses. This provision does not require you to indemnify any of the Mnemom 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 Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

## 9\. Disclaimer of Warranties

**9.1 As Is.** YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE Mnemom 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 SERVICE OR YOUR CONTENT.

THE Mnemom PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE OUTPUT, ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

From time to time, Mnemom may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Mnemom's sole discretion. The provisions of this section apply with full force to such features or tools.

**9.2 No Liability for Conduct of Third Parties.** YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE Mnemom PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Mnemom PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. Mnemom MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Mnemom MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

**9.3 Artificial Intelligence.** LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND MNEMOM DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICE WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF.

THE SERVICE MAY GENERATE TAMPER-EVIDENT, CRYPTOGRAPHICALLY VERIFIABLE RECORDS OF AGENT BEHAVIOR (COLLECTIVELY, "**SIGNED ARTIFACTS**"). SIGNED ARTIFACTS ARE PROVIDED SOLELY AS TECHNICAL ATTESTATIONS OF AGENT BEHAVIOR AS PROCESSED BY THE SERVICE, AND DO NOT CONSTITUTE LEGAL OPINIONS, LEGAL ADVICE, COMPLIANCE CERTIFICATIONS, OR GUARANTEES THAT YOUR USE OF ANY AGENT MEETS THE REQUIREMENTS OF ANY APPLICABLE LAW, REGULATION, OR INDUSTRY STANDARD (INCLUDING, WITHOUT LIMITATION, THE EU AI ACT, HIPAA, GDPR, SOC 2, OR ANY OTHER REGULATORY FRAMEWORK). MNEMOM MAKES NO WARRANTY THAT SIGNED ARTIFACTS WILL BE ACCEPTED BY ANY REGULATOR, AUDITOR, COURT, OR OTHER THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS AND FOR DETERMINING WHETHER SIGNED ARTIFACTS ARE SUFFICIENT FOR YOUR COMPLIANCE, AUDIT, OR REGULATORY PURPOSES. RELIANCE ON SIGNED ARTIFACTS FOR ANY PURPOSE IS AT YOUR SOLE RISK.

## 10\. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL MNEMOM OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE OF THE SERVICES, NOR WILL MNEMOM BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MNEMOM'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE (A) THE AMOUNTS YOU HAVE PAID US TO US IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

## 11\. Procedure for Making Claims of Intellectual Property Right Infringement

It is Mnemom's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Mnemom by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. A notification of claimed copyright infringement should be emailed to Mnemom's Copyright Agent at [support@mnemom.ai](mailto:support@mnemom.ai) (Subject line: "DMCA Takedown Request").

## 12\. Term and Termination

**12.1 Term.** The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

**12.2 Termination.** You may terminate this Agreement at any time for any reason by discontinuing the use of the Service. If you have materially breached any provision of this Agreement, or if Mnemom is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Mnemom has the right to, immediately and without notice, suspend or terminate any Service provided to you. Mnemom reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Mnemom's sole discretion and that Mnemom shall not be liable to you or any third party for any termination of your Account.

**12.3 Effect of Termination.** Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Mnemom will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

**12.4 Trace Data Retention.** In the course of providing the Service, Mnemom generates and stores records of agent behavior, including Signed Artifacts and related audit data (collectively, "**Trace Data**"). Trace Data is retained for the period applicable to your plan as published on Mnemom's website (the "**Retention Period**"). Upon expiration of the applicable Retention Period, Trace Data associated with your Account may be permanently deleted from Mnemom's systems without further notice to you. Mnemom is not responsible for any loss or inaccessibility of Trace Data following expiration of the Retention Period.

## 13\. International Users

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Mnemom intends to announce such service or Content in your country. The Service is controlled and offered by Mnemom from its facilities in the United States of America. Mnemom makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

## 14\. Arbitration Agreement

**14.1 Applicability of Arbitration Agreement.** Subject to the terms of this Section 14 ("**Arbitration Agreement**"), you and Mnemom agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, anything sold or distributed through the Service, or this Terms of Service or prior versions of this Terms of Service (each, a "**Dispute**") will be resolved by binding arbitration, rather than in court, except that: (1) you and Mnemom may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Mnemom 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).

**14.2 Informal Dispute Resolution.** There might be instances when a Dispute arises between you and Mnemom. If that occurs, Mnemom is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Mnemom agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("**Informal Dispute Resolution**"). To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("**Notice**"). Such Notice to Mnemom should be sent by email to [support@mnemom.ai](mailto:support@mnemom.ai). The Notice must include: (1) your name, telephone number, mailing address, and 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 the Dispute, including the specific relief sought. Mnemom will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Mnemom representative). The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

**14.3 Waiver of Jury Trial.** **YOU AND Mnemom 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 Mnemom are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

**14.4 Waiver of Class and Other Non-Individualized Relief.** **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, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.** 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 Subsection 14.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Mnemom 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 State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Mnemom from participating in a class-wide or mass settlement of claims.

**14.5 Rules and Forum.** The Terms of Service evidence 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 Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Mnemom agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the 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/](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) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Mnemom should be sent by email to [support@mnemom.ai](mailto:support@mnemom.ai). Mnemom will provide the Demand to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

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 Mnemom otherwise agree, or the Batch Arbitration process discussed in subsection 14.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in San Francisco, California or, at your election, 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 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**").

You and Mnemom 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.

You and Mnemom agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.

**14.6 Arbitrator.** The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware 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 NAM Rules, provided that if the Batch Arbitration process under subsection 14.9 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.

**14.7 Authority of Arbitrator.** The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding 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 that all Disputes regarding the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "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. 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.

**14.8 Attorneys' Fees and Costs.** Unless fee shifting is specifically authorized by law or by the NAM Rules, 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.

**14.9 Batch Arbitration.** To increase the efficiency of administration and resolution of arbitrations, you and Mnemom agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Mnemom by or with the assistance of the same law firm, group of law firms, or organizations, 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 due 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 issue(s) 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 Mnemom.

You and Mnemom 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 or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

**14.10 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: [support@mnemom.ai](mailto:support@mnemom.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 Mnemom 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 these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

**14.11 Invalidity, Expiration.** Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief," if any part or parts of this Arbitration Agreement (other than Section 14.9) 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. However, if Section 14.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the State of Delaware. You further agree that any Dispute that you have with Mnemom as detailed in this Arbitration Agreement must be initiated 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.

**14.12 Modification.** You and we agree that Mnemom retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at [https://www.mnemom.ai/terms](https://www.mnemom.ai/terms) and you should check for updates regularly. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Mnemom makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Service, including the acceptance of products and services offered through the Service following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms of Service with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Mnemom will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.

## 15\. General Provisions

**15.1 Electronic Communications.** The communications between you and Mnemom may take place via electronic means, whether you visit the Service or send Mnemom emails, or whether Mnemom posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Mnemom in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Mnemom electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect 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_. ("**E-Sign**").

**15.2 Assignment.** The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Mnemom's prior written consent. Mnemom may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

**15.3 Force Majeure.** Mnemom 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, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

**15.4 Questions, Complaints, Claims.** If you have any questions, complaints or claims with respect to the Service, please contact us at: [support@mnemom.ai](mailto:support@mnemom.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.

**15.5 Consumer Complaints.** In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

**15.6 Agreement Updates.** When changes are made, Mnemom will make a new copy of this Terms of Service and/or Supplemental Terms, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Mnemom may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

**15.7 Governing Law.** This agreement will be governed by the laws of the state of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and Mnemom agree to submit to the personal and exclusive jurisdiction of the state and federal courts in Delaware.

**15.8 Notice.** Where Mnemom requires that you provide an email address, you are responsible for providing Mnemom with a valid and current email address. In the event that the email address you provide to Mnemom is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Mnemom's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Mnemom at the following address: [support@mnemom.ai](mailto:support@mnemom.ai). Such notice shall be deemed given when received by Mnemom by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

**15.9 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.

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

**15.11 Export Control.** You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) 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. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Mnemom 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 Mnemom products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

**15.12 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.

## 16\. Europe-specific Terms

**16.1 General.**

The additions and amendments made to this Agreement by this Section 16 (Europe-specific Terms) will only apply to you if you are an individual user ordinarily resident in Europe who is using the Service for personal use as a "consumer" and outside the course of your trade, business or profession only (a "_**European User**_"). They do not apply to any other person. That means that any time we use the term "_**you**_" in this Section 16 (Europe-specific Terms), we are referring to European Users and no one else.

The terms and conditions of this Agreement will only apply to a European User if, and to the limited extent that, those terms and conditions are fair and enforceable against a person who is ordinarily resident in Europe using the Service as a consumer.

In case there is any confusion, in the event of any conflict or inconsistency between this Section 16 (Europe-specific Terms) and the rest of this Agreement, then the terms of this Section 16 (Europe-specific Terms) shall prevail in respect of European Users to the extent of such conflict or inconsistency.

**16.2 Unamended provisions.** If any provisions of these Terms of Service are not amended by this Section 16 (Europe-specific Terms), they will continue to apply to European Users just as they would apply to any other person.

**16.3 Disapplied Sections.** The following Sections of these Terms of Service do not apply to European Users and should be considered deleted:

-   Section 8 (Indemnification);
-   Section 14 (Arbitration Agreement); and
-   Section 15.12 (Entire Agreement).

**16.4 Revised Sections.** The following Sections of these Terms of Service are revised as shown below for European Users:

Section 7 (Fees and Purchase Terms) shall include the following:

> **Fee Changes.** Where Mnemom increases the Per Check Rate, we will notify you of any such upcoming changes a reasonable period in advance by email to the email address associated with your Account and/or by other prominent means within the Service.
> 
> **Non-Conformity Fees.** Notwithstanding the provisions of Section 7.1 regarding refunds, in the event that:
> 
> -   you inform us that the Service does not comply with conformity requirements under applicable laws and regulations; and
> -   it is impossible or disproportionate for us to bring the Service into compliance, or we otherwise fail to do so: (i) within a reasonable time of you informing us; (ii) free of charge; and/or (iii) without significant inconvenience to you,
> 
> your Fees can be reduced by an amount proportionate to the decrease in value of the Service as a result of their non-compliance, and you may be entitled to a prorated refund from Mnemom to reflect this.
> 
> **VAT and Fees.** All Fees presented to you will include value added tax and any other non-optional taxes, duties, fees and charges.

The text of Section 12.3 (Effect of Termination) shall include the following:

> **Content Delivery.** Notwithstanding the foregoing, you may request copies of Your Content upon termination, unless Your Content:
> 
> -   has no utility outside the context of the Service;
> -   relates only to your use of the Service; and/or
> -   has been aggregated with other users' content and cannot be disaggregated without disproportionate efforts.
> 
> This right does not cover provision of your personal data, but your rights described in the Privacy Policy are unaffected.
> 
> **Non-Conformity Termination.** You may be entitled to terminate this Agreement and to obtain a prorated refund from Mnemom, in the event that:
> 
> -   the Service does not comply with conformity requirements under applicable laws and regulations, and you notify us of that fact;
> -   the non-compliance is major; and
> -   it is impossible or disproportionate for us to bring the Service into compliance, or we otherwise fail or choose not to do so: (i) within a reasonable time of you informing us; (ii) free of charge; and/or (iii) without significant inconvenience to you.

The text of Section 10 (Limitation of Liability) is replaced with the following:

> **Any and all business and commercial loss etc excluded in full.** If you use the Service for any commercial, business or for-profit purpose(s), or otherwise than as a consumer, to the fullest extent permitted by law, and without prejudice to any rights or remedies that may be available to us, we will have no liability to you whatsoever for any loss or damage arising as a result of, or in connection with, that use.
> 
> **We are responsible to you only for foreseeable loss and damage we cause up to the specified cap on our liability.** Subject to the specific cap on our liability to you, which is set out below, we are responsible to you for loss and damage you suffer, which is a foreseeable result of our breach of these Terms and/or our failure to act with reasonable care and skill where required.
> 
> We are not liable or responsible for any loss or damage that is not a foreseeable result of our breach of these Terms of Service and/or our failure to act with reasonable care and skill. In relation to any such breach or failure, loss or damage will generally be "foreseeable" if:
> 
> -   it is obvious that it would happen as a result of such breach or failure; or
> -   at the time these Terms of Service are entered into, both you and we knew it might happen as a result of such breach or failure.
> 
> **We are not liable for any loss or damage that is avoidable or that you cause.** We will not be liable or responsible for any loss or damage that is:
> 
> -   avoidable – meaning that that loss or damage is something that you could or should have avoided by taking reasonable actions designed to avoid, limit or reduce that loss or damage; and/or
> -   caused by you – meaning that it happens as a result of your breach of any terms of these Terms and/or your failure to act with reasonable care and attention where required.
> 
> **What we do not exclude.** Nothing in this Section 10 (Limitation of Liability) or anywhere else in these Terms shall limit or exclude our liability to you for:
> 
> -   death or personal injury resulting from our negligence;
> -   our fraud or fraudulent misrepresentation;
> -   our breach of:
>     -   any terms implied by Section 46 (Remedy for Damage to Device or to other Digital Content) of the UK Consumer Rights Act 2015; or
>     -   any equivalent provision of consumer protection law applicable in the jurisdiction in which European Users are resident; or
> -   any other liability that cannot be excluded or limited by applicable laws and regulations (including, in the case of European Users ordinarily resident in Germany, our liability for acts of simple negligence caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten)).

Section 15.6 (Agreement Updates) shall include the following:

> If we make an update to the Service that will have a major adverse impact on your access to or use of the Service, we will provide you with information on the features and timing of the update in advance of that update, as well as any rights you may have under applicable laws and regulations to terminate this Agreement in advance of such update.

The text of Section 15.7 (Governing Law) is replaced with the following:

> **Where you can bring claims.** If a claim or dispute arises out of, or relates to, this Agreement, both you and we agree that such individual claim or dispute shall be resolved in the competent court in the European country in which you are ordinarily resident.
> 
> **What laws apply?** This Agreement, its subject matter, and formation are all governed by English law; provided that nothing in this Agreement will affect the application or enforceability of any additional rights afforded to you by mandatory provisions of the laws of your country of residence.

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