Terms of Service

1. Agreement to Terms

By accessing or using Memcode's services, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing our services.

2. Service Usage Restrictions

Our services are not intended to provide legal, medical, or financial advice. Memcode AI, Inc. expressly disclaims any responsibility or liability for any actions taken based on the output of our services. Users should not rely on our services for:

• Legal advice or legal decision making
• Medical diagnosis, treatment, or healthcare decisions
• Financial advice or investment decisions

Users are solely responsible for verifying any information or suggestions provided through our services with qualified professionals in the respective fields.

3. Market Telemetry & Non-Advisory Disclaimer

Certain features of our services aggregate and analyze publicly available market, sector, macroeconomic, and company information, and may surface labels, verdicts, scores, trajectories, or other characterizations of companies, sectors, or markets (collectively, "Market Telemetry"). Market Telemetry is provided for general informational and research purposes only.

You acknowledge and agree that:

• Market Telemetry is not investment advice, financial advice, a recommendation, an offer, or a solicitation to buy, sell, or hold any security, instrument, asset, or business interest.
• Memcode, Inc. is not a registered investment adviser, broker-dealer, securities exchange, investment company, or financial planner. No fiduciary, advisory, or similar relationship is created by your use of the services.
• Market Telemetry is derived from public data, third-party sources, and algorithmic inference, and may be incomplete, delayed, inaccurate, stale, or otherwise unreliable. Past performance, historical trends, and prior signals are not indicative or predictive of future results.
• Memcode does not guarantee the accuracy, completeness, timeliness, or fitness for any particular purpose of any Market Telemetry, and expressly disclaims any liability for decisions or actions taken in reliance on it.
• You are solely responsible for independently verifying any information surfaced by the services against primary sources and for consulting qualified professionals (including licensed financial, legal, tax, and accounting advisers) before making any investment, fundraising, M&A, hiring, procurement, contracting, or other business or personal decision.
• Nothing in the services should be construed as legal, tax, accounting, medical, or other professional advice.

To the maximum extent permitted by law, Memcode, its affiliates, officers, employees, agents, licensors, and suppliers disclaim any and all liability for losses, damages, or claims of any kind arising out of or in connection with your reliance on Market Telemetry or any other output of the services.

4. Model Provider Requirements

Our services utilize AI models from various providers including Anthropic and OpenAI. By using our services, you agree to comply with all applicable terms, policies, and requirements of these model providers, including but not limited to:

• Anthropic's Usage Policy (https://www.anthropic.com/legal/aup)
• OpenAI's Terms of Use (https://openai.com/policies/terms-of-use)
• Google's AI Principles (https://ai.google/responsibility/principles/)
• xAI's Terms of Service (https://x.ai/terms)
• Any additional terms, privacy policies, or usage requirements specified by these providers

Violation of any model provider's terms or policies may result in immediate termination of your access to our services.

5. Age Restrictions

Our services are not intended for users under the age of 18. By using our services, you represent and warrant that you are at least 18 years of age. If you are under 18, you must not access or use our services.

For additional information regarding the use of AI models with minors, please refer to Anthropic's guidelines at: Responsible Use Guidelines

6. Service License

Subject to these Terms and your compliance with them, including payment of all applicable fees, Memcode grants you a limited, non-exclusive, non-transferable license to access and use our services for your business purposes. Under this license you may not:

• Sublicense, resell, redistribute, syndicate, white-label, broker, aggregate, commercially exploit, or otherwise provide access to any portion of the services, Service Data, outputs, or derived datasets, except pursuant to a separately executed written reseller, distribution, or data-license agreement signed by an authorized officer of Memcode, Inc.
• Modify, reverse engineer, decompile, or create derivative works of the service
• Copy, scrape, harvest, extract, mirror, or otherwise systematically retrieve content or data from the service by any means, automated or manual
• Remove any proprietary notices or labels
• Use the service in any way that violates applicable laws

7. Acceptable Use, Automated Access & Data Restrictions

In addition to the licensing restrictions in Section 6, this Section governs use of Memcode's services and any data, outputs, classifications, scores, verdicts, evidence packs, telemetry, narrations, summaries, derived datasets, embeddings, cached data, or other materials made available through or derived from the services (collectively, "Service Data").

Written Agreement Required

Commercial resale, redistribution, syndication, white-labeling, aggregation, brokering, crawling, scraping, indexing, mirroring, or automated extraction of the services or Service Data is permitted only pursuant to a separately executed written reseller, distribution, or data-license agreement signed by an authorized officer of Memcode, Inc.

No such rights are granted by these Terms, by a subscription, by beta access, by API access, by partner status, by evaluation access, or by any click-through, browse-wrap, implied, or verbal arrangement.

Absent an executed written agreement expressly granting such rights, all such activity is prohibited.

Prohibited Automated Access

You may not access or extract data from the services through automated means, including but not limited to:

• bots,
• crawlers,
• spiders,
• scraping frameworks,
• headless browsers,
• browser automation tools,
• RPA systems,
• AI agents acting on your behalf,
• autonomous browsing systems,
• or any similar automated collection mechanism.

This restriction applies regardless of whether underlying facts or source material may also exist publicly elsewhere. The restriction governs automated access to and extraction from Memcode's services and derived telemetry systems.

No Dataset or Model Generation

You may not use the services, Service Data, outputs, or derived data to:

• build or train competing products,
• create commercial datasets,
• construct benchmarks,
• power retrieval systems,
• populate vector databases,
• fine-tune machine learning models,
• support foundation-model training,
• or generate derivative intelligence products,

except as expressly authorized in a separately executed written agreement.

No Bulk Export or Redistribution

You may not bulk-export, redistribute, republish, package, sell, sublicense, or otherwise provide Service Data or outputs to third parties, whether free or paid, without a separately executed written agreement expressly permitting such activity.

Additional Prohibitions

• No reverse engineering of classifiers.You may not attempt to reverse engineer, replicate, or derive the methodology, weights, thresholds, evidence rules, or ontology of Memcode's classifiers, scoring systems, or telemetry pipelines from observed outputs.
• No misrepresentation. You may not falsely represent yourself, your organization, your purpose, or your relationship to any company tracked by the services in order to gain access to Service Data.

Monitoring and enforcement. Memcode monitors usage patterns for indicators of scraping, bulk extraction, abnormal access patterns, and other prohibited uses. Violations may result, at our sole discretion and without notice, in immediate suspension or termination of access, IP-level blocking, forfeiture of prepaid fees, claims for damages, injunctive relief, and referral to law enforcement. You agree that monetary damages alone would be inadequate to remedy a breach of this Section 7 and that Memcode is entitled to seek equitable relief in addition to any other remedies available.

Technical enforcement. Memcode reserves the right to detect, restrict, throttle, block, fingerprint, or otherwise technically prevent automated or unauthorized access to the services.

Service Data ownership. Service Data, including all classifications, scores, verdicts, evidence packs, telemetry, and other inference outputs produced by Memcode, is the proprietary property of Memcode, Inc. Your subscription grants you a limited right to access and internally use Service Data for your own business purposes only. Public source materials referenced or aggregated by the services remain the property of their respective rights holders; Memcode claims no ownership over underlying public data, but the inference outputs and the unique compilation, selection, and arrangement of Service Data are protected.

8. Usage and Limits

Memcode reserves the right to establish, modify, and enforce usage limits and restrictions for its services at its sole discretion. These limits may include, but are not limited to:

• Number of API requests
• Storage capacity
• Processing time
• Model access and availability
• Feature accessibility
• Number of chats and conversations
• File upload limits

By using our services, you acknowledge and agree that:

• Usage limits are subject to change without prior notice
• Memcode may monitor and enforce these limits
• Exceeding limits may result in service restrictions or additional charges
• Continued use of the service is contingent upon compliance and agreement with these limits
• We may modify, restrict, or discontinue features at any time
• We are not liable for loss of access, usage, or data in free accounts

9. Account Terms

Access to our services requires a valid account. You agree to:

• Provide accurate account information
• Maintain the security of your account credentials
• Use the service within any applicable usage limits

10. Disclaimer

Our services are provided "as is". Memcode makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement of intellectual property

11. Limitations of Liability

In no event shall Memcode or its suppliers be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses resulting from your use of or inability to use the service.

12. Data Processing

By using our services, you acknowledge and agree that Memcode may process your data as described in our Privacy Policy. You represent and warrant that you have all necessary rights and consents to provide any data you input into our services.

13. Third-Party Integrations and Google API Services

Our services allow you to connect third-party accounts such as Google (Gmail, Google Calendar, Google Drive, Google Docs, Google Sheets, YouTube), GitHub, and others. By connecting these services, you authorize Memcode to access your data on those platforms solely to perform actions you request through our AI chat and agent features.

Memcode's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. You may revoke Memcode's access to your Google account at any time from your Account Integrations page or from your Google Account permissions.

You are responsible for complying with the terms and policies of any third-party service you connect. Memcode is not responsible for the availability, accuracy, or content of third-party services.

14. Revisions

We may revise these terms of service at any time. Material changes will be notified to you through the service or via email. Your continued use of the service after such changes constitutes acceptance of the updated terms.

15. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of the United States and you irrevocably submit to the exclusive jurisdiction of the courts in that location.

16. Contact

For any questions regarding these Terms of Service, please contact us at tim@memcode.ai