These Terms of Service (the "Terms") form a binding legal agreement between Memrith LLC, a Tennessee limited liability company ("Memrith," "we," "us," or "our"), and you, the individual or entity using Memrith ("you" or "your"). By installing, activating, accessing, or using the Memrith software (the "Software") or the website at memrith.com (the "Site", together with the Software, the "Service"), you confirm that you have read, understood, and agree to be bound by these Terms.
If you do not agree, do not install, activate, or use the Service.
You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, in which case "you" also refers to that organization.
Subject to your compliance with these Terms and timely payment of any applicable fees, Memrith grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, solely for your personal or internal business purposes, for the duration permitted by your License Key. This license covers all updates and bug fixes Memrith chooses to release for your version, subject to Section 13.
This is a license, not a sale. Memrith and its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights. No rights are granted to you by implication, estoppel, or otherwise except as expressly set out in these Terms.
You will not, and will not permit any third party to:
Use of the Software requires a valid License Key. License Keys are issued by Polar, our payment and licensing processor (see Section 11). When you activate a License Key, your installation registers an activation instance with our systems.
Each paid License Key supports a stated number of simultaneous device activations (up to two (2) unless the purchase page specifies otherwise). You may deactivate an installation from within the Software to free an activation slot, subject to reasonable usage. Memrith may suspend or revoke License Keys that show signs of unauthorized sharing or bypass.
License Keys must not be sold, transferred, or shared. License Keys are personal to the purchaser. Use of a License Key by a person other than the original purchaser is a material breach of these Terms and may result in immediate termination.
Memrith may offer a free trial of the Software for evaluation purposes. Trial License Keys carry a server-side expiration (typically seven (7) days from issuance) and are limited to a small number of device activations. Trials are intended for evaluation by a single individual; abuse of the trial system — including but not limited to creating multiple trials for the same device, person, or household — is a material breach.
You acknowledge that Trial access is provided "as is" without warranty of any kind and may be modified, suspended, or discontinued at any time. Memrith is not obligated to provide a refund for any inconvenience associated with the end of a Trial.
Memrith currently sells the Software as a one-time purchase. Fees, taxes, currencies, payment methods, and any applicable refund eligibility windows are stated at the point of sale and processed by Polar, which acts as the Merchant of Record for your transaction. Polar is responsible for sales tax, VAT, GST, and similar consumption taxes where applicable; your receipt will reflect those amounts.
Memrith offers a sixty (60) day money-back guarantee, subject to the conditions set out in our Refund Policy. Beyond that policy, all fees are non-refundable except where required by applicable law.
You authorize the processor to charge the payment method you provide for all amounts due. You are responsible for keeping your billing information accurate and for any charges resulting from your failure to do so.
Memrith is a local-first application. Your journal entries, conversations, uploaded documents, memories, claims, and other content stored in Memrith remain on your device. Memrith does not, in its ordinary course of operation, transmit, store, or read Your Data on its servers. We may receive limited operational metadata (for example, anonymized crash reports if you opt in, license activation labels, and update-check pings) as detailed in our Privacy Policy.
You retain all right, title, and interest in and to Your Data. We do not claim any ownership of Your Data and do not use it to train any model. You are responsible for: (a) the lawfulness of Your Data and your authority to process it; (b) backing up Your Data; and (c) any consequences arising from Your Data.
Memrith is designed to operate with the AI you choose — a third-party AI Provider (such as Anthropic, OpenAI, or OpenRouter) using credentials you supply, or a local model you run on your own machine (such as Ollama, llama.cpp, or LM Studio). To use AI features with a third-party Provider, you must obtain and configure API credentials directly with that Provider, and you contract directly with the AI Provider for those services; Memrith is not a party to that contract. When you run a local model yourself, no third-party AI Provider is involved.
You are solely responsible for: (a) all fees, charges, usage, and billing relationships with the AI Provider; (b) compliance with the AI Provider's terms of service, acceptable use policy, and rate or content limits; (c) the security of your API credentials, including any unauthorized use of those credentials; and (d) any content or instructions you send to, and any Output you receive from, the AI Provider through Memrith.
Memrith routes prompts and selected portions of Your Data to the AI Provider you have configured. Memrith does not have visibility into, control over, or responsibility for the AI Provider's processing of that data. The AI Provider's privacy and data-handling practices are governed by the AI Provider's own policies.
Memrith is a software tool that sends prompts and your own data to third-party AI Providers using API keys you supply. All Output displayed in Memrith — including responses, summaries, claims, suggestions, analyses, and any other generated content — is produced by the AI Provider you have connected, not by Memrith LLC.
Memrith does not produce, verify, validate, fact-check, edit, endorse, or guarantee the accuracy, completeness, truthfulness, currency, appropriateness, safety, or legality of any Output. Output may be incorrect, fabricated ("hallucinated"), biased, offensive, infringing, or otherwise harmful.
You are solely and exclusively responsible for:
You must not use Memrith or its Output as a substitute for professional advice in medical, legal, mental-health, financial, tax, safety-critical, employment, immigration, or similar high-stakes contexts, and must not rely on Output for any such purpose without independent, qualified professional review. Memrith is not designed for and must not be used to make life-safety, life-sustaining, or other critical decisions.
To the fullest extent permitted by law, Memrith LLC disclaims all liability for any harm, loss, error, damage, or legal exposure arising from Output or your use of it, including but not limited to financial loss, reputational harm, legal liability, medical or health outcomes, business decisions, personal relationships, and any reliance on Output that turns out to be inaccurate, biased, hallucinated, or otherwise mistaken. This disclaimer is in addition to, and not in lieu of, Section 14 (Disclaimer of warranties) and Section 15 (Limitation of liability).
The Service integrates with several third-party services, each governed by its own terms and privacy policies. Memrith is not responsible for the acts, omissions, availability, or content of any third-party service. Material third parties currently include:
You agree not to use the Service, and not to send to any AI Provider through the Service, content or instructions that:
Memrith may, in its reasonable discretion, suspend or terminate License Keys associated with violations of this section, and may report violations to law enforcement or affected third parties.
Memrith may release updates, patches, bug fixes, new features, or other modifications to the Software at any time, with or without notice. Updates are delivered through the Software's auto-update mechanism unless you disable it. Memrith may modify, suspend, or discontinue the Service (or any feature) at any time, including for security, legal, technical, or business reasons; we will use reasonable efforts to provide notice of material discontinuations.
The Service is provided over the internet and via third-party infrastructure. We do not guarantee uninterrupted or error-free operation. Routine maintenance, force-majeure events, and third-party outages may cause downtime; we are not liable for the consequences of any unavailability.
To the maximum extent permitted by applicable law, the Service is provided "AS IS" and "AS AVAILABLE," with all faults, and without warranty of any kind. Memrith and its licensors and suppliers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, system integration, freedom from viruses or other harmful components, and any warranty arising from course of dealing or usage of trade.
Without limiting the foregoing, Memrith does not warrant that: (a) the Service will meet your requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the Service (including any Output) will be accurate, complete, or reliable; (d) any errors in the Service will be corrected; or (e) the Service or any servers used by the Service are free of harmful components.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In those jurisdictions, our warranties are limited to the maximum extent permitted by law.
To the maximum extent permitted by applicable law, in no event will Memrith LLC, its affiliates, officers, directors, employees, agents, licensors, or suppliers be liable for any:
regardless of whether such damages are based in contract, tort (including negligence), strict liability, statute, or any other theory, and regardless of whether Memrith has been advised of the possibility of such damages or whether such damages were reasonably foreseeable.
Memrith's aggregate liability arising out of or relating to these Terms or the Service, regardless of theory, will not exceed the greater of (a) the amount you actually paid to Memrith for the Service in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).
These limitations apply even if a limited remedy fails of its essential purpose. The parties acknowledge that these limitations are an essential basis of the bargain and that the fees charged for the Service reflect this allocation of risk. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so portions of the foregoing limitations may not apply to you; in those jurisdictions, our liability is limited to the maximum extent permitted by law.
You will defend, indemnify, and hold harmless Memrith LLC and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Data, including any allegation that Your Data infringes or violates the rights of a third party or applicable law; (b) Output you generate, use, publish, distribute, or rely on; (c) your use of any AI Provider or your relationship with that AI Provider, including any breach of the AI Provider's terms; (d) your breach of these Terms; (e) your violation of any law or the rights of any third party; or (f) your unauthorized use of the Service. Memrith may, at its option, assume the exclusive defense and control of any matter for which you are required to indemnify, in which case you agree to cooperate at your expense.
These Terms remain in effect until terminated. You may terminate by uninstalling the Software and ceasing all use. Memrith may suspend or terminate your access — including by deactivating License Keys — at any time, with or without notice, for any breach of these Terms, suspected fraud, abuse of the Trial system, or for legal, security, or business reasons.
Sections that by their nature should survive termination will survive, including Sections 4 (Restrictions), 8 (Your data), 10 (AI disclaimer), 11 (Third parties), 14 (Warranty disclaimer), 15 (Limitation of liability), 16 (Indemnification), 18 (Modifications), 19 (Dispute resolution), 20 (Governing law), 22 (Notices), and 23 (General).
Memrith may modify these Terms at any time by posting a revised version at memrith.com/legal/terms.html with an updated "Effective" date. For material changes, Memrith will use reasonable efforts to notify active customers (for example, by an in-app banner or email to the address on file). Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of the revision. If you do not agree to the revised Terms, your sole remedy is to stop using the Service and, if applicable, request a refund within any then-current refund window. Memrith will not retroactively apply material adverse changes to disputes that have already arisen.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MEMRITH ON AN INDIVIDUAL BASIS AND LIMITS THE WAYS YOU CAN SEEK RELIEF. IT INCLUDES A CLASS-ACTION WAIVER. IT ALSO INCLUDES A THIRTY (30) DAY OPT-OUT.
Before initiating arbitration, the party raising the dispute will send the other party a written notice describing the dispute and the relief sought, by email to legal@memrith.com (for notices to Memrith) or to the address on file (for notices from Memrith). The parties will attempt in good faith to resolve the dispute for at least sixty (60) days after notice. Either party may proceed to arbitration after that period if the dispute remains unresolved.
You and Memrith agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the breach, termination, enforcement, interpretation, validity, scope, or arbitrability of these Terms, will be resolved by binding individual arbitration, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules and, where applicable, the AAA Mass Arbitration Supplementary Rules (collectively, the "AAA Rules"). The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 19.
You and Memrith agree to arbitrate only on an individual basis. Neither party may bring a claim as a plaintiff or class member in any class, collective, consolidated, or representative action; and the arbitrator may not consolidate the claims of multiple parties or preside over any class or representative proceeding. If a court or arbitrator determines that this class-action waiver is unenforceable as to any claim, then the agreement to arbitrate in Section 19.2 will be severed as to that claim, which will proceed in court under Section 20, and the remainder of this Section 19 will remain in full force.
If the AAA declines to administer the arbitration for any reason, or if the cost of arbitration to you under the AAA Rules would exceed the filing fees you would have paid had the dispute been brought in the appropriate state court, then: (a) the parties will first attempt in good faith to agree on a substitute consumer-arbitration provider whose fees are commensurate with state-court filing fees; (b) failing such agreement within thirty (30) days, either party may bring the dispute (on an individual basis only, with the class-action waiver in Section 19.3 still applying) in a court of competent jurisdiction under Section 20; and (c) in any event, Memrith will pay all administrative and arbitrator fees in excess of the filing fees the consumer would have paid in court for any individual claim under US$10,000, subject to Section 19.7.
Either party may bring an individual claim in small-claims court for disputes within that court's jurisdictional limit, in lieu of arbitration. This carve-out does not waive the class-action waiver in Section 19.3.
Notwithstanding Section 19.2, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights, including in the IP carve-outs recognized by Section 4.
If twenty-five (25) or more substantially similar individual arbitration demands are or threaten to be filed against Memrith by or with the coordination of the same counsel or coordinated group within a thirty (30) day period, the parties agree that the AAA's Mass Arbitration Supplementary Rules apply, including the use of bellwether proceedings, staged filing fees, and a process administrator. The remaining (non-bellwether) cases will be stayed pending the bellwether outcome and informal post-bellwether resolution efforts. This Section 19.7 is intended to ensure efficient and fair resolution of mass disputes and applies in addition to, and not in derogation of, the AAA Rules.
You may opt out of this Section 19 (arbitration, class-action waiver, and bellwether protocol) by sending written notice to legal@memrith.com within thirty (30) days of your first acceptance of these Terms, with the subject line "Arbitration opt-out" and the email address or License Key you used to purchase. If you opt out, disputes will be resolved in the courts specified in Section 20. Your opt-out will not affect any other provision of these Terms.
Except as required by law or to enforce or challenge an award, the existence, content, and result of any arbitration under these Terms are confidential.
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Tennessee, U.S.A., without regard to its conflicts-of-law rules. For any dispute not subject to arbitration under Section 19 (including by virtue of opt-out, carve-out, or unenforceability), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Davidson County, Tennessee, and waive any objection based on inconvenient forum.
The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in this Section limits any non-waivable consumer rights you have under the laws of your country of habitual residence.
You represent and warrant that: (a) you are not located in a country subject to a U.S. government embargo, or designated by the U.S. government as a "terrorist-supporting" country; (b) you are not on any U.S. government list of prohibited or restricted parties; and (c) you will not use, export, or re-export the Service in violation of U.S. or other applicable export-control or sanctions laws.
The Service is not directed to children under thirteen (13), and Memrith does not knowingly collect personal information from children under thirteen. If you believe a child under thirteen has provided personal information to Memrith, please contact us at legal@memrith.com.
Memrith will send notices to you at the email address associated with your License Key or via the Software. You will send notices to Memrith at legal@memrith.com or by mail to Memrith LLC, 752 Bench Ln, Mount Juliet, TN 37122, U.S.A. Notices are effective upon transmission to a valid email address or three (3) business days after deposit by recognized international courier.
Entire agreement. These Terms (together with the Privacy Policy, Refund Policy, and any documents expressly incorporated) are the entire agreement between you and Memrith regarding the Service and supersede any prior agreements.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. The unenforceable provision will be modified to the minimum extent necessary to be enforceable, preserving the parties' intent.
No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.
Assignment. You may not assign these Terms without Memrith's prior written consent. Memrith may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any assignment in violation of this section is void.
Independent contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment is created by these Terms.
Force majeure. Memrith is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications outages, third-party provider failure, or natural disaster.
Headings. Section headings are for convenience only and do not affect interpretation.
Language. These Terms are in English. Any translation is for convenience; in case of conflict, the English version controls.
Memrith LLC
752 Bench Ln
Mount Juliet, TN 37122, U.S.A.
Email: legal@memrith.com