Memiry Terms of Use

These Terms of Use (the "Terms") govern your access to and use of Memiry and any related websites, applications, calls, messages, AI features, integrations, and other services made available by Memiry, Inc. (the "Services").

By accessing or using the Services, creating an account, joining the waitlist, connecting an integration, or enabling product calls or messages, you agree to these Terms. If you do not agree, do not use the Services.

Eligibility

You may use the Services only if you are at least 18 years old, can form a binding contract with us, and are not barred from using the Services under applicable law.

Changes to the Services and Terms

We may update the Services or these Terms from time to time. If we make material changes, we will post the updated Terms and update the "Last updated" date above. Your continued use of the Services after the changes become effective means you accept the updated Terms.

Accounts and Security

You may need an account to use some features. You agree to:

• provide accurate and current information;
• keep your login credentials confidential;
• promptly update your information if it changes; and
• notify us if you suspect unauthorized access to your account.

You are responsible for activities that occur under your account except to the extent caused by our own misconduct.

What the Services Do

Memiry is designed to help users protect mornings, build habits, plan routines, and receive AI-assisted calls, prompts, or recommendations based on permissions, preferences, and connected data. Features may include first-use detection, phone-use or Screen Time-related triggers, AI-generated phone calls, summaries, reminders, scheduling support, and third-party integrations.

Features may change over time. We do not guarantee that any feature will be available in all regions, on all devices, or at all times.

Business Information

Memiry is operated by Memiry, Inc., located at 500 8th Avenue, FRNT 3 #1608, New York, NY 10018 US. Our website is https://memiry.com. For support, contact support@memiry.com. For legal notices, contact legal@memiry.com.

No Medical Care, No Emergency Services

The Services are for informational, habit-support, and general wellness purposes only. The Services are not medical care, mental health treatment, crisis response, or emergency services. We do not diagnose, treat, monitor, or manage medical conditions, and we are not obligated to contact emergency responders, your doctor, or any other person on your behalf.

Do not use the Services as a substitute for professional advice. If you may be experiencing a medical or mental health emergency, call 911, contact emergency services, or seek help from a qualified professional immediately.

Calls, Texts, AI Voice, and Recording

If you provide a phone number or enable calling or messaging features, you authorize us and our service providers to contact you at that number for service-related purposes, including by phone call, text message, push notification, or other communications method that you enable.

If the Services use AI-generated, artificial, or prerecorded voice functionality, you consent to that use to the extent permitted by law and subject to any additional consent flows we present in-product. We will seek any separate consent required by law for marketing or promotional robocalls or robotexts.

If you enroll in a text-messaging or reminder program, you agree that message frequency may vary. Message and data rates may apply. Where supported, you may opt out at any time by replying STOP, and you may request help by replying HELP or using the support contact provided in the relevant sign-up flow or message. Wireless carriers are not liable for delayed or undelivered messages.

The current Memiry service-messaging program may include account notices, phone-number verification support, wake-call or reminder status, profile or roadmap updates, TODO list processing results, productivity summaries, and similar service-related notices. Users opt in by creating an account, verifying their phone number through one-time passcode verification, and selecting an unchecked SMS consent checkbox near links to the Privacy Policy and these Terms. The opt-in disclosure is intended to state: "By checking this box, you agree to receive service text messages from Memiry about your account, reminders, profile updates, TODO list processing, and productivity summaries. Message frequency varies. Message and data rates may apply. Reply STOP to unsubscribe and HELP for help. Consent is not a condition of purchase."

Where required by law, carrier rule, or platform policy, our initial or program messages will identify Memiry, Inc. as the sender and describe the applicable opt-out method.

If we send promotional or marketing texts or calls, we will do so only on the basis of any consent required by applicable law. Any such consent is specific to Memiry, Inc. and the relevant message program, and is not a condition of purchase.

For U.S. A2P messaging that is subject to carrier registration requirements, we may condition availability of the messaging feature on successful registration, vetting, approval, and continued compliance with applicable carrier, platform, and vendor requirements, including A2P 10DLC requirements.

You are responsible for choosing appropriate call windows, device settings, and notification settings. You may revoke permissions, disconnect integrations, or disable call features at any time, but doing so may limit functionality.

Calls may be transcribed so the Services can respond in real time, generate notes, and provide related follow-up features. Where required by law, we will provide notice before recording or transcribing a call. We do not sell call audio or transcripts.

Connected Accounts and Permissions

You may choose to connect third-party services such as calendars, email providers, task systems, device-permission frameworks, or identity providers. By connecting an account or enabling a permission, you:

• represent that you have the authority to grant that access;
• instruct us to access, use, and process the data made available through that connection to provide the requested feature; and
• understand that the connected provider's own terms and privacy policies also apply.

We are not responsible for third-party services, outages, permission changes, or provider-side data practices.

If you use the Services through an Apple-platform app, certain features may depend on permissions, entitlements, or device settings governed by Apple. You understand that revoking those permissions or changing those settings may disable related features. We intend to request and use sensitive Apple-platform permissions only for the features that require them and consistent with applicable Apple requirements.

AI Output and Product Limitations

The Services may generate recommendations, summaries, schedules, scripts, or other output using AI systems. AI output may be inaccurate, incomplete, delayed, or not appropriate for your circumstances. You remain responsible for reviewing decisions, verifying important information, and using your own judgment.

You may not use the Services in contexts where a failure, delay, or error could reasonably be expected to cause death, bodily injury, or significant property or environmental damage.

Acceptable Use

You may not, and may not permit others to:

• use the Services for unlawful, abusive, deceptive, or fraudulent purposes;
• interfere with, disrupt, or degrade the Services or other users' access;
• reverse engineer, decompile, or attempt to discover source code except as permitted by law;
• bypass safety features, permission restrictions, rate limits, or access controls;
• upload, connect, or process personal information of others without appropriate rights and notices;
• use the Services for anonymous, prank, spoofed, or misleading calls or messages, or in a way that disguises the true sender;
• use the Services to harass, stalk, surveil, or manipulate another person;
• contact any person through the Services without any consent required by applicable law, carrier rule, or platform policy;
• use bots or automated means to scrape the Services or extract data except as expressly authorized;
• infringe intellectual property, privacy, publicity, or other rights; or
• use the Services to develop or benchmark a competing product except with our written permission.

User Content

You may provide prompts, notes, messages, recordings, uploads, integrations, and other content through the Services ("User Content"). You retain ownership of your User Content, subject to the rights you grant here.

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, modify, and create derivative works from User Content only as reasonably necessary to operate, secure, improve, and support the Services and to comply with law. This license ends when the content is deleted from the Services, except to the extent retention is required for backups, legal compliance, dispute resolution, or technical limitations.

You represent that you have all rights necessary to provide User Content and that doing so does not violate law or the rights of any third party.

Feedback

If you submit suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use that feedback for any lawful purpose without compensation to you.

Fees, Trials, and Future Paid Plans

Some features may be free, invitation-only, or offered on a trial basis. If we later offer paid plans, subscriptions are expected to be billed monthly in advance and to renew automatically each month until canceled. Payment processing will be handled by Stripe or another disclosed payment processor, and your payment method may also be subject to that processor's own terms and privacy policy. You may cancel before the next billing cycle to avoid future charges. Except where required by law, charges already paid for a billing period are non-refundable.

We may present additional commercial terms, plan details, tax disclosures, free-trial conditions, or platform-specific billing rules at checkout, and those terms will become part of your agreement with us.

Termination

You may stop using the Services at any time. We may suspend or terminate your access if:

• you violate these Terms;
• we are required to do so by law;
• your use creates risk for us, the Services, or other users; or
• we discontinue the relevant Services.

Upon termination, your right to use the Services ends immediately, but sections that by their nature should survive will remain in effect, including sections regarding intellectual property, disclaimers, limitations of liability, indemnity, and dispute resolution.

Intellectual Property

The Services, including software, models, interfaces, branding, designs, text, graphics, and other content we provide, are owned by us or our licensors and are protected by intellectual property and other laws. Except for the limited rights expressly granted in these Terms, we reserve all rights.

Privacy

Our Privacy Policy explains how we collect, use, and disclose personal information. By using the Services, you acknowledge that we may process personal information as described in the Privacy Policy.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACHIEVE ANY PARTICULAR RESULT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Memiry, Inc. AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.

Some jurisdictions do not allow certain limitations or exclusions, so some of the above may not apply to you.

Indemnity

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Memiry, Inc. and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your use of the Services;
• your User Content;
• your violation of these Terms; or
• your violation of law or the rights of a third party.

Governing Law and Disputes

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of New York, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, the parties agree that the state and federal courts located in New York County, New York will have exclusive jurisdiction over any dispute that is not required to be arbitrated.

Miscellaneous

• If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.
• Our failure to enforce any provision is not a waiver.
• You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
• These Terms, together with any incorporated policies or addenda, are the entire agreement between you and us regarding the Services.

Contact Information

If you have questions or need to send legal notices, contact:

• Memiry, Inc.
• 500 8th Avenue, FRNT 3 #1608, New York, NY 10018 US
• Support: support@memiry.com
• Legal notices: legal@memiry.com