Terms of Service

1. Who We Are

The service is operated by Memorised, ABN 14 430 273 286 ("Memorised," "we," "us," or "our").

Questions about these Terms may be sent to terms@memorised.ai.

2. Eligibility

You must be at least 13 years old to use the service.

If you use the service on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes both you and that entity.

3. The Service

Memorised provides a hosted AI workspace that enables users to access and interact with multiple AI models, manage projects and team workspaces, upload and analyze files, compare outputs, and use specialized Modules, including category entry point functionality integrated within Modules.

The service may evolve over time. We may add, remove, suspend, or modify features, models, Modules, integrations, pricing, limits, or functionality at any time.

4. Accounts

You must create an account to access certain features of the service.

You are responsible for:

• providing accurate and complete account information
• maintaining the confidentiality of your login credentials
• all activity that occurs under your account
• promptly notifying us if you believe your account has been compromised

We may suspend or terminate accounts that are inaccurate, insecure, inactive, abusive, or in breach of these Terms.

5. Team Workspaces and Organization Accounts

If you purchase or use a team plan, the account owner or designated admins may invite, remove, and manage team members, assign seats, manage workspace settings, and access billing-related information for that team account.

If you are a team admin or workspace owner, you represent that you are authorized to act on behalf of the relevant organization and to manage the users and content associated with that workspace.

6. Subscriptions, Billing, and Credits

Certain features of the service require a paid subscription.

We currently offer monthly and annual subscriptions. Paid plans renew automatically at the end of each billing cycle unless canceled before renewal.

You authorize us and our payment providers to charge the applicable subscription fees, taxes, and other amounts due using your selected payment method.

Usage limits are based on credits. Credits reset each month regardless of whether you are on a monthly or annual plan, unless we expressly state otherwise in writing.

We may change pricing, plans, included features, credit allocations, storage limits, and usage limits from time to time. Changes will apply prospectively unless otherwise stated.

7. Failed Payments

If payment for an individual subscription fails, we may suspend access to paid features or the service until payment is successfully completed.

If payment for a team subscription fails, we may provide a grace period of up to 5 days during which the team may retain access. During any grace period, credits will not refresh until payment is successfully completed.

We may suspend, downgrade, or terminate paid access if amounts remain unpaid.

8. Cancellations

You may cancel your subscription at any time. Unless otherwise stated, cancellations take effect at the end of the current billing period, and you will retain access to paid features until that period ends.

We do not include an explicit refund policy in these Terms. Any refunds, credits, or billing adjustments are at our discretion except where required by applicable law.

9. Customer Content and Ownership

As between you and Memorised, you retain ownership of the prompts, messages, files, inputs, workspace content, and other materials you submit to the service ("Customer Content").

As between you and Memorised, and subject to applicable law and third-party provider terms, you retain any rights you may have in outputs generated for you through the service.

Memorised and its licensors retain all right, title, and interest in and to the service, including the software, design, branding, interfaces, workflows, models of operation, and all related intellectual property rights.

10. License You Grant to Us

You grant Memorised a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, index, transmit, display, and otherwise use Customer Content as necessary to:

• provide and operate the service
• maintain security and prevent abuse
• back up and retain data in accordance with our policies
• enable requested features, including AI model access, file analysis, retrieval, search, and Modules
• comply with legal obligations and enforce these Terms

This license is limited to the operation, improvement, security, and support of the service and does not transfer ownership of your Customer Content to us.

11. Privacy and Data Use

Our collection and use of personal information is described in our Privacy Policy.

We do not use your Customer Content to train foundation models.

We may use anonymized or aggregated usage data, service telemetry, and product feedback to improve the platform, measure product performance, and develop analytics and product metrics.

12. Third-Party Providers

We may rely on third-party service providers to operate the service, including providers for hosting, storage, authentication, billing, analytics, customer support, security, and AI/model access.

Your use of certain features may involve Customer Content being processed by those providers as necessary to deliver the service.

We are not responsible for outages, errors, policy changes, deprecations, or other acts or omissions of third-party providers, although we may choose to mitigate or replace affected functionality where reasonably possible.

13. Acceptable Use

You must not use the service:

• for any unlawful, fraudulent, deceptive, or unauthorized purpose
• to infringe or violate the rights of others, including intellectual property, privacy, publicity, or confidentiality rights
• to submit or transmit malware, malicious code, or harmful content
• to interfere with, disrupt, damage, or circumvent the service or its security features
• to scrape, crawl, extract, benchmark, reverse engineer, or otherwise misuse the service without our written permission
• to bypass credits, rate limits, access controls, seat limits, or other usage restrictions
• to share accounts improperly or provide unauthorized access to third parties
• to generate, distribute, or facilitate harmful, abusive, harassing, defamatory, discriminatory, exploitative, or illegal content
• to use the service in a manner that violates applicable AI provider rules or other third-party provider policies connected to the service
• to rely on the service for high-risk professional, legal, medical, financial, safety-critical, or regulated decisions without appropriate human review and independent verification

We may investigate suspected misuse and suspend or terminate access to the service if we believe you have violated these Terms.

14. AI Outputs and User Responsibility

The service may generate outputs that are inaccurate, incomplete, misleading, offensive, outdated, or otherwise unsuitable for your intended use.

You are solely responsible for reviewing, testing, and evaluating outputs before relying on them or using them in business, legal, medical, financial, technical, safety-critical, or other consequential contexts.

Memorised does not guarantee any particular result, business outcome, availability of any model, or suitability of outputs for any specific purpose.

15. No Warranty

The service is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Memorised disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment.

We do not warrant that the service will be uninterrupted, error-free, secure, or available at all times, or that any content, output, or information obtained through the service will be accurate or reliable.

16. No SLA and Beta Features

Unless we expressly agree otherwise in writing, we do not provide any service level agreement, uptime commitment, support guarantee, or availability warranty under these Terms.

From time to time, we may offer beta, preview, experimental, or early access features. Those features may be incomplete, subject to additional limitations, changed at any time, or discontinued without notice.

17. Limitation of Liability

To the maximum extent permitted by law, Memorised and its affiliates, officers, employees, contractors, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or use, arising out of or related to the service or these Terms.

To the maximum extent permitted by law, our total liability for all claims arising out of or related to the service or these Terms will not exceed the greater of:

• the amount you paid us for the service in the 12 months before the event giving rise to the claim, or
• AUD $100

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

18. Indemnity

You agree to indemnify, defend, and hold harmless Memorised and its affiliates, officers, employees, contractors, licensors, and service providers from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to:

• your use of the service
• your Customer Content
• your violation of these Terms
• your violation of applicable law or the rights of any third party

19. Suspension and Termination

We may suspend, restrict, downgrade, or terminate your access to all or part of the service at any time if:

• you breach these Terms
• your payment is overdue
• we reasonably suspect fraud, abuse, or unauthorized use
• required by law, regulation, or a third-party provider
• continued provision of the service becomes impractical, unsafe, or commercially unreasonable

You may stop using the service at any time.

Sections that by their nature should survive termination will survive, including those relating to payment obligations, intellectual property, disclaimers, liability limitations, indemnity, dispute resolution, and data handling.

20. Data Retention After Cancellation

After cancellation or account closure, Customer Content may be retained for up to 30 days to support export, recovery, or operational wind-down, after which it may be deleted or anonymized unless a longer retention period is required by law.

Limited backup copies may remain for a short additional period before being overwritten in the ordinary course.

21. Changes to the Service

We may change, suspend, or discontinue any part of the service, including features, Modules, model access, integrations, limits, pricing, credits, storage, or supported workflows, at any time.

We are not liable for any modification, suspension, or discontinuation of the service or any part of it.

22. Governing Law and Disputes

These Terms and any dispute, claim, or controversy arising out of or relating to the service or these Terms are governed by the laws of Australia, without regard to conflict of laws principles.

Before starting formal proceedings, the parties will first attempt to resolve any dispute through good-faith discussions.

To the extent permitted by law, you agree that disputes will be submitted to courts of competent jurisdiction in Australia.

23. General

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of these Terms is not a waiver of that provision.

These Terms, together with any policies or rules expressly incorporated by reference, form the entire agreement between you and Memorised regarding the service and supersede prior or contemporaneous understandings relating to the service.

24. Contact

Questions about these Terms may be sent to:

terms@memorised.ai