Terms and Conditions

Effective Date: December 10, 2025
Last Updated: January 28, 2026

These Terms and Conditions ("Terms") govern your use of MemoraSync, including our website at www.memorasync.com, our mobile applications (iOS and Android), our APIs, and any related services (collectively, the "Service").

The Service is operated by MemoraSync, a sole proprietorship owned and operated by Sudhir Kurup, based in Collierville, Tennessee, USA ("MemoraSync," "we," "us," or "our").

By accessing or using the Service in any way (web, mobile, integrations), you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old to use the Service. If you are under 18, you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to these Terms on your behalf.

Our Service is not intended for children under 13, and we do not knowingly provide accounts to children under 13.

2. Scope of Service

MemoraSync is a personal diary and memory platform that may include:

• Encrypted manual diary entries
• Goal and habit tracking
• Reminders for diary entries (Premium feature)
• Calendar integrations
• Device and sensor integrations (such as smartwatch, EV, speaker, smart ring, etc.)
• AI-generated summaries, insights, and recall tools
• Search and analytics features

The Service may be accessed via:

• Our website (www.memorasync.com)
• Our mobile apps (iOS and Android)
• APIs and integrations

These Terms apply to all such access and usage.

3. License to Use

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your personal, non-commercial use, subject to these Terms.

You may not:

• Copy, modify, distribute, or create derivative works of the Service
• Reverse engineer or attempt to extract source code
• Sell, resell, or commercially exploit the Service or its components
• Circumvent security or access controls

4. Intellectual Property

All technology, designs, text, graphics, trademarks, logos, and processes used in the Service are owned by MemoraSync and protected by copyright, trademark, and other intellectual property laws.

Certain features and architectures are patent-pending. Nothing in these Terms grants you a license to reproduce or replicate the underlying technology or patent-pending methods.

5. Your Content

You retain ownership of your diary entries, goals, habits, reflections, and other content you create or upload ("User Content").

By using the Service, you grant us a limited, non-exclusive license to store, encrypt, process, and display your User Content solely to provide and improve the Service (for example: syncing across your devices, generating summaries, and enabling search).

We do not sell your User Content to advertisers or data brokers.

5.1 Clipped and Reference Content

User Responsibility: You are solely responsible for any content you clip, upload, or store in MemoraSync, including ensuring that you have the right to store such content for personal use. You represent and warrant that you have the legal right to save and store any third-party content you choose to clip.

No Duty to Monitor: MemoraSync has no obligation to monitor, review, validate, or remove clipped content unless required by law. We do not review, interpret, or verify the accuracy, legality, ownership, or appropriateness of content you choose to store.

Stored Verbatim: Clipped content is stored exactly as you provide it, without modification, redaction, or interpretation by MemoraSync. We do not summarize, validate, or alter third-party content you choose to save.

Third-Party Content: Content originating from third-party sources (such as emails, articles, or documents) remains subject to the terms, policies, and intellectual property rights of those sources. You are responsible for compliance with any applicable copyright, privacy, or confidentiality obligations.

6. Account Registration and Security

You are responsible for:

• Providing accurate account information
• Keeping your login credentials confidential
• All activity on your account, whether or not authorized by you
• Maintaining access to your registered email address if you enable Multi-Factor Authentication (MFA)

We offer optional Multi-Factor Authentication (MFA) via email to enhance account security. If you enable MFA:

• You will receive a 6-digit verification code via email each time you log in (unless you've trusted your device)
• Verification codes expire after 10 minutes
• You may choose to trust your device for 30 days to skip MFA verification on that device
• All trusted devices are automatically revoked if you change your password or email address
• You are responsible for ensuring you have access to your registered email address to receive verification codes

If you believe your account has been compromised, you must notify us promptly at support@memorasync.com.

7. Acceptable Use

You agree not to:

• Use the Service for any illegal, harmful, or abusive purpose
• Attempt to access systems or accounts without authorization
• Upload or transmit malware, viruses, or malicious code
• Infringe on third-party intellectual property, privacy, or other rights
• Use the Service to harass, defame, or harm others

We may suspend or terminate your account for violations of this section.

Certain features, such as semantic search and memory recall, rely on automated processing of user-provided content. These features are provided solely to enhance the user's private experience and do not involve public sharing or third-party reuse of personal data.

8. Subscriptions, Payments, and Refunds

Some features of the Service are offered on a paid subscription basis.

8.1 Web-Based Subscriptions (Stripe)

If you purchase a subscription through our website, billing is processed by third-party payment processors (such as Stripe or PayPal).

Subscription Cancellation (Web Purchases):

Users may cancel their MemoraSync subscription at any time. When a subscription is cancelled:

• Access continues until period end: Your subscription will remain active until the end of the current billing period. You will not be charged again, but you will continue to have full access to all premium features until the subscription period expires.
• No prorated refunds: No refunds or prorated credits are provided for unused time within an active billing cycle. Cancellation stops future billing, not current access.
• Annual subscriptions: Annual subscriptions are non-refundable once activated, except where required by law or at our sole discretion.
• Subscriptions renew automatically: Subscriptions may renew automatically until cancelled. You are responsible for canceling your subscription before the renewal date if you do not wish to continue.
• Premium data retention grace period: As a courtesy, we may retain premium feature data (such as calendar events, semantic search embeddings, smart device data, reminders, and AI interactions) for up to 31 days after your subscription expires. This grace period allows you to resubscribe without losing your premium data. After this period, premium feature data will be automatically deleted. This retention is provided as a courtesy and may be modified or discontinued at any time. We do not guarantee restoration of premium data, and some or all premium data may be unavailable after subscription lapse, system updates, or policy changes. Note: If you enabled the optional reminder-to-calendar feature on iOS, calendar events created in your iOS calendar will remain in your iOS calendar even after subscription cancellation and must be manually deleted if desired.
• Feature Limitations: Certain features, including but not limited to voice features, automated summaries, AI chat, semantic search, and advanced integrations, may be limited or unavailable based on your subscription tier. Free tier users may have restricted access to premium features. We reserve the right to modify feature availability, usage limits, or subscription requirements at any time.

Refund Policy (Web Purchases):

Refunds for web-based purchases are discretionary and may be provided in the following circumstances:

• Mistaken purchases (e.g., accidental duplicate charges)
• Technical errors that prevent subscription activation
• Other circumstances at our sole discretion

To request a refund, contact us at support@memorasync.com with your subscription details and reason for the refund request.

8.2 App Store and Google Play Subscriptions

If you purchase a subscription through the Apple App Store or Google Play Store:

• Store-managed subscriptions: All billing, cancellations, and refund requests must be managed through the respective store (Apple App Store or Google Play Store). MemoraSync does not process refunds for in-app purchases.
• Access continues until period end: When you cancel a subscription purchased through an app store, your access will continue until the end of the paid subscription term, consistent with the store's policies.
• Refunds handled by stores: Refunds for in-app purchases are handled solely by Apple or Google according to their policies. MemoraSync cannot override or process refunds for app store purchases.
• We do not control store decisions: We do not control or override Apple/Google refund or cancellation decisions.

Important: Subscriptions purchased through third-party app stores (Apple App Store, Google Play) are governed by their respective payment and cancellation policies.

9. AI and Automation Disclaimer

MemoraSync uses AI and automated systems to generate summaries, insights, pattern detection, and memory recall suggestions.

You understand and agree that:

• AI output may be inaccurate, incomplete, or misleading
• AI-generated content is provided for personal reflection only
• The Service does not provide medical, psychological, legal, financial, or professional advice
• You are solely responsible for any decisions or actions you take based on AI-generated content
• AI-powered features operate on user-provided data (including clipped content) and may return inaccurate, incomplete, or outdated information
• Voice responses and transcriptions are automated and may contain errors

You must not rely on MemoraSync as a source of professional advice or fact-checking.

No Reliance on Clipped Content: Because reminders and clipped content may contain financial, medical, legal, or other sensitive information from third-party sources, you acknowledge that MemoraSync does not provide financial, legal, or medical advice. Reminders and stored content are provided for personal reference only and should not be relied upon as authoritative, accurate, or current.

9.1 Wellness Reflections and Insights

Certain subscription tiers may provide optional wellness reflections or insights generated from your diary entries and connected device data. These reflections are intended to support personal awareness and reflection only.

They are not medical advice, do not diagnose or treat any condition, and should not be relied upon for medical decisions. If you have health concerns, please consult a qualified professional.

You control whether these reflections are generated or viewed, and you may disable them at any time through your account settings.

9.2 Voice Features

Certain features of the Service use automated systems to generate content, summaries, transcriptions, or voice responses. These outputs may contain errors and are provided for informational and reflective purposes only.

Automated Processing: Voice transcriptions and responses are generated using automated systems and may contain errors, inaccuracies, or misinterpretations. Voice responses and transcriptions are automated and may contain errors. You should verify important information and not rely solely on automated voice features for critical decisions or professional purposes.

Subscription Limitations: Voice features may be subject to usage limits based on your subscription tier. Free tier users may have limited access to voice features, while premium subscribers may have expanded access. We reserve the right to modify, limit, or discontinue voice features at any time.

10. Third-Party Services and Integrations

The Service may integrate with third-party services, such as:

• Calendar providers (e.g., Google, Outlook, Apple)
• Device vendors (e.g., smartwatch, EV, speaker, smart ring)
• Cloud and hosting providers
• Payment processors

You understand that:

• We do not control third-party services
• Third-party outages, API changes, or failures may affect functionality (e.g., calendar sync, device data ingestion)
• We are not responsible for data inaccuracies, outages, or changes caused by third parties

Your use of third-party services may also be governed by those providers' own terms and privacy policies.

11. Service Availability and No Guarantee

The Service is provided on an "as-available" basis. We do not guarantee:

• Uninterrupted or error-free operation
• Perfect data synchronization
• Long-term data storage or retention
• Compatibility with all devices or operating systems
• Continued support for any specific integration or feature

We may temporarily or permanently modify, suspend, or discontinue any part of the Service at any time, with or without notice.

Users are not entitled to compensation or refunds for downtime, availability issues, or feature changes, except as required by applicable law or app store rules.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• DATA ACCURACY OR COMPLETENESS
• RELIABILITY OF DEVICE OR CALENDAR DATA
• AVAILABILITY OR UPTIME
• COMPATIBILITY WITH ANY PARTICULAR DEVICE OR OPERATING SYSTEM

You use the Service at your own risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF DATA, PROFITS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO MEMORASYNC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

We are not responsible for:

• Data loss caused by device or network failures
• Third-party outages or API changes
• Incorrect AI output or interpretations
• User misconfiguration or misuse of the Service

Some jurisdictions do not allow certain limitations; in such cases, some of the above limitations may not apply to you, but our liability shall be limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless MemoraSync, its owner, affiliates, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your infringement of any third-party rights

15. Termination

We may, in our sole discretion, suspend or terminate your access to the Service at any time, with or without notice, including if we believe:

• You violated these Terms
• You misuse or abuse the Service
• Continued service would cause legal, security, or operational risk

Upon termination, your right to use the Service will immediately cease. Certain provisions (such as ownership, disclaimers, limitations of liability, and indemnification) will continue to apply.

16. Data Retention After Deletion

When you delete your account, your data is immediately removed from active systems and becomes inaccessible. We retain encrypted copies of your data for up to 30 days to allow recovery in cases of accidental deletion, fraud review, or technical issues. During this period, you may contact support to request account recovery.

Encrypted backups that may include your data are retained for up to 90 days and are then automatically purged. After this period, no copies of your data remain.

Once premium data has been permanently deleted, it cannot be recovered.

By using the Service, you acknowledge and agree to this retention and backup deletion schedule.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Tennessee, USA, without regard to conflict-of-law principles.

Arbitration Agreement:

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Tennessee, unless otherwise agreed.

You and MemoraSync waive the right to a jury trial and to participate in a class action lawsuit.

Exception – Small Claims Court:

Either party may bring an individual action in small claims court in Tennessee as an alternative to arbitration.

30-Day Opt-Out:

You may opt out of this arbitration agreement by sending written notice within 30 days of first accepting these Terms to support@memorasync.com with the subject line: "Arbitration Opt-Out."

18. Modifications to These Terms

We may update these Terms from time to time. When we do, we will update the "Effective Date" at the top of this page.

Your continued use of the Service after changes are posted constitutes your acceptance of the revised Terms.

19. Contact Information

If you have any questions about these Terms, please contact:

MemoraSync
Email: support@memorasync.com
Website: www.memorasync.com

---

Required Legal Identity Disclosure

Legal Entity: MemoraSync is a sole proprietorship owned and operated by Sudhir Kurup, Collierville, Tennessee, USA.