Terms of Use

1. Our Services

• Memo enables You to capture the conversation that takes place in a meeting (each, a "Meeting") and to convert it into text form (a "Transcript"); and to generate a summary of the Meeting, the commitments made by each party, and the resulting next steps and action items ("Notes"). The audio of a Meeting (a "Recording") is processed in order to produce the Transcript and is not retained by N5 once the Transcript has been generated; what N5 stores is the Transcript and the Notes. The Services currently support Meetings held as virtual meetings through a web-conferencing tool. Where N5 makes further capabilities available — including the recording of an in-person visit or meeting or of a telephone or dialer call, the capture of the geographic location associated with a Meeting ("Geolocation Data"), and the capture of photographs, or document images that document a Meeting or its context ("Evidence") — those capabilities apply only to the extent the Service makes them available to You and You enable them for a given Meeting. All of the foregoing, together with all other information and data that You or Your Authorized Users make accessible to Us, is "Content."
• Subject to this Terms, and payment of the applicable Fee, We provide You a right and permission to use the Service subject to a valid Subscription for the Subscription Term, pursuant to these Terms and the applicable Order Page, or subject to free evaluation terms if applicable, as further detailed below.
• Upon Your Subscription to the Service, We will grant You access to the Service or certain parts of it, which will allow You to add end-user accounts ("Authorized Users") and to control or manage certain features of the Service, including, where that feature is available, supervision dashboards that let You review Content generated by Your Authorized Users. Your Authorized Users' access to the Service is limited and personal.
• The initial Subscription Term for each Subscription is either monthly or annual and, unless the Subscription Term is terminated in accordance with Section 13, each Subscription will automatically renew for successive renewal Subscription Terms. Annual Subscriptions will automatically renew for successive years and monthly Subscriptions will automatically renew for successive months.
• You are responsible for determining whether the Services are suitable for Your intended use and for ensuring that Your use of the Services, is sufficient to meet Your own legal and regulatory obligations. We do not warrant that the Services will satisfy legal, regulatory, or industry-specific requirements applicable to Your business
• We may make the Service or any part of it available to You on an evaluation basis for a seven-day trial term. The evaluation is set up and administered through the Payment Provider as part of the checkout process described in Section 11, and You will be asked to provide a payment method when You start it. Unless You cancel before the evaluation period ends, the evaluation converts automatically into a paid Subscription and Your payment method will be charged the applicable fee at that time. You may cancel at any time before the end of the evaluation period, without charge, using the cancellation option available in Your Account. A free evaluation is provided "as is," without warranties, support obligations, or liabilities of any kind.

2. Eligibility

By accessing the Services, you represent and warrant that:

• You are not under eighteen (18) years of age.
• You have the right, authority, and capacity to enter into these Terms and to abide by all the terms and conditions set forth in these Terms.
• If You elect to use the Services in connection with Your employment or Your work for a third party, You also represent and warrant that You have all rights, authority, permission, and third-party approvals necessary to provide Us with all of the Content, including, with respect to any Meeting.
• You are accessing and using the Services on behalf of a business, organization, or other entity, or in the exercise of Your trade, business, craft, or profession, and not as a consumer for personal, family, or household purposes. The Services are not offered to consumers, and N5 may suspend or terminate any Account that N5 determines, acting reasonably, has been created for consumer use.
• You may access and use Beta Services for testing and evaluation purposes. We reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Services, with or without notice to You. By using the Beta Services, you agree that We may collect, store, and analyze your usage to improve and develop the Services and you agree to provide to Us an irrevocable, perpetual license to your Input solely for these purposes. If the Beta Services involve AI or machine learning capabilities, you acknowledge and agree that We may use Your Data, to train or refine such capabilities solely for the purpose of providing the Beta Services to you. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE WILL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER RELATED TO OR ARISING OUT OF BETA SERVICES, OR CAUSED BY THE MODIFICATION, SUSPENSION OR DISCONTINUANCE OF BETA SERVICES, FOR ANY REASON.

3. Definitions

Section 1 above defines "Services," "Meeting," "Recording," "Transcript," "Notes," "Geolocation Data," "Evidence," and "Content." Capitalized terms not defined in Section 1 or elsewhere in these Terms have the meanings given below.

“Account” means the primary means for accessing and using the Services.

"Affiliate" means any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party.

"Authorized User" means Your, or Your Affiliates', employee, contractor, agent, or other individual whom You authorize to access and use the Service through Your Account. Where You access and use the Service in the exercise of Your own trade, business, or profession, You are also an Authorized User for the purposes of these Terms and the Privacy Policy. You are responsible for Authorized Users' compliance with these Terms.

"Meeting Participant" means any individual who participates in a communication that is recorded or transcribed using Memo, whether or not such individual is an Authorized User or is otherwise affiliated with You.

"CRM Data" means Content that is synchronized by You between the Service and a customer-relationship-management or other business system that You control, such as Salesforce.

“Fee” means the subscription fees and any additional fees owed for using the Services.

"Feedback" has the meaning given in Section 19 (Your Suggestions and Ideas).

“AI Functionality” means any aspects of the Services that are powered by artificial intelligence, machine learning or similar technologies.

“Input” means any text, data, prompts, files, voice recordings, or other content that the You or Your Authorized Users provide directly to AI Functionality, makes available to AI Functionality by enabling or using a feature of the Services, or that is otherwise processed by AI Functionality in the course of providing or maintaining the Services.

"Order Page" means the specific web page, checkout flow, or order confirmation through which You select and purchase a Subscription, which identifies the Service, its price, and any terms specific to it.

"Order" means Your order for a Subscription placed through an Order Page.

“Output” means any text, data, content, suggestions, summaries, transcriptions, or other results generated or returned by AI Functionality, whether in response to a direct Input or as part of a feature’s functionality.

"Payment Provider" means the third-party payment provider, reseller, or merchant of record, if any, that N5 engages from time to time to process Orders and payments for the Services, as further described in Section 11.

"Privacy Policy" means N5's privacy policy, available at https://get-memo.io/legal/privacy.

“Renewal Date” means the date the Your Subscription will automatically renew (annually or monthly depending on the Subscription selected) subject to earlier termination or cancellation as expressly permitted in these Terms.

"Site" means the public websites and landing pages that N5 operates at https://get-memo.io/, including any subdomains and successor sites thereof, but excluding the authenticated areas of the Services.

"Subscription" means usage rights and functionality and associated fees, selected by You for the Services all of which as set forth at https://get-memo.io/#planes

“Subscription Term” means the period You are permitted to use the Services commencing on the date of purchase of the Subscription and concluding on the date of expiration of the Subscription. “Subscription Term” includes the initial Subscription Term and all successive renewals.

"Terms" or "TOU" mean these Terms of Use, which, together with the Privacy Policy and any policies referenced herein, form the entire agreement between You and N5 regarding Your access to and use of the Services.

"You," "Your" mean the company, organization, or other legal entity on whose behalf an individual accesses or uses the Services, or the individual who accesses or uses the Services in the exercise of that individual's trade, business, craft, or profession. Where an individual accesses or uses the Services on behalf of an entity, "You" means that entity. The Services are offered solely for business and professional use, and "You" does not include any individual acting for personal, family, or household purposes.

4. Registration

• In order to access and use the Services, You will be required to register to create an Account, which will require You to provide personally identifiable information such as Your e-mail address (Your "User ID").
• We reserve the right to refuse registration of, or to cancel, a User ID at Our discretion.
• Our use of any personally identifiable information You provide to Us as part of the registration process (and otherwise) is governed by Our Privacy Policy, available at https://get-memo.io/legal/privacy.
• You agree to notify N5 immediately of any unauthorized use of Your Account or any other breach of security by emailing support@get-memo.io.

5. Consent When Using the Services

• You are solely responsible for compliance with all applicable laws, regulations, and contractual obligations relating to the recording of communications, and with all applicable laws regarding the privacy of communications and the protection of personal data occurring during, or captured through, a Meeting, within every jurisdiction in which any Meeting Participant is located, including laws requiring one-party or all-party consent to recording. You shall ensure that: (a) each Authorized User obtains informed, prior consent from all Meeting Participants before recording any communication using the Services, and where required by applicable laws, obtains such consent in writing or by verifiable electronic means; (b) if any Meeting Participant does not consent to being recorded, the Authorized User immediately ceases recording or discontinues use of the Services’ recording features for that communication; and (c) You maintain appropriate internal policies and training to support compliance with these obligations. If You or any Authorized User is unable or unwilling to provide notice and obtain consent as required by applicable laws, You shall not use and shall instruct Your Authorized Users not to use the recording or transcription features of the Services. Use of the Services’ recording features without obtaining the required consents constitutes a material breach of these Terms.
• You must not use, and must not permit any Authorized User to use, the Services to record a Meeting where doing so, without a judicial or governmental authorization that You have not obtained, would violate applicable law.
• The voice in a Recording, and any image data in an Evidence item, are processed to provide the Services described in Section 1 and are not used by N5 to identify or verify the biometric identity of a Meeting Participant or Authorized User.
• You shall indemnify and hold Us harmless from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from Your or your Authorized Users' failure to obtain required recording consents or to comply with applicable recording laws.
• WE DO NOT PROVIDE LEGAL ADVICE REGARDING RECORDING CONSENT REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING AND COMPLYING WITH ALL APPLICABLE LAWS IN EACH JURISDICTION IN WHICH MEMO IS USED TO RECORD COMMUNICATIONS. WE DO NOT MONITOR, VERIFY, OR ENFORCE WHETHER YOU OR YOUR AUTHORIZED USERS HAVE OBTAINED THE REQUIRED CONSENTS FROM MEETING PARTICIPANTS. THE AVAILABILITY OF RECORDING FEATURES WITHIN MEMO DOES NOT CONSTITUTE AUTHORIZATION, PERMISSION, OR A REPRESENTATION BY US THAT RECORDING IS LAWFUL IN ANY PARTICULAR CIRCUMSTANCE.

6. Equipment; Related Charges; Device Permissions

• You are solely responsible and liable for any bandwidth issues or hardware incompatibility that result from Your access and use of the Services via Your computer or mobile device.
• You acknowledge that third-party terms and fees may apply to the use and operation of Your mobile devices in connection with Your access and use of the Services, such as Your carrier's terms of service, and fees for phone service, data access, or messaging capabilities, and that You are solely responsible for payment of any and all such fees.
• Certain features require Your Devices to grant the corresponding operating-system permissions (such as microphone, camera, and location access) to the Service. You are responsible for enabling and maintaining those permissions for the features You intend to use, and for ensuring Your Authorized Users' devices are configured accordingly. N5 is not responsible for a feature's unavailability, or for a Meeting not being recorded or documented, due to a permission that was not granted or was later revoked.
• The desktop application stores a copy of a Meeting's Transcript on the device on which it runs. That copy is under Your and Your Authorized User's control and is not removed by N5 when Your Data is deleted from the Services under Section 13. You are responsible for the security of that copy and for its deletion from Your and Your Authorized Users' devices.

7. Participant Conduct

• You will not, and will ensure that Your Authorized Users will not, use the Services or Content for any use or purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism, or any similar offense; (ii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or another intellectual property right, moral right, or right of publicity); (iii) is in violation, or may encourage any manner of acting that would violate, any applicable local, state, national, and foreign laws, treaties, and regulations, including Section 5; or (iv) may drive or encourage any third party to do any of the above.
• You will not, and will ensure that Your Authorized Users will not: (i) use the Service for non-business calls or meetings, or abuse the Service; (ii) resell, transfer, grant others permission to use the Service, pledge, lease, rent, or share Your rights under these Terms (including without limitation to any of Your Affiliates); (iii) modify, remove, or amend Our name or logo, or update, reproduce, duplicate, or copy all or any part of the Service; (iv) make any of the Service available to anyone other than Your employees and consultants for use for Your benefit as intended under these Terms, or use any Service for the benefit of anyone other than You; (v) use the Service in any way that restricts or inhibits the use of the Service; (vi) access or attempt to access any of Our systems, programs, or data that are not made available for public use, or attempt to bypass any registration processes on the Service or any of the Service's security and traffic-management devices; (vii) attempt to decompile, disassemble, re-engineer, or reverse engineer the Service, or otherwise create or attempt to create, or permit, allow, or assist others to extract, its source code or structural framework, or facilitate a third party to violate or infringe any rights of Ours or others or Our policies or the operational or security mechanisms of the Service; or (viii) perform any security or penetration testing of the Services
• When using the Service in conjunction with a third-party CRM or other business system, You will comply with the terms of service of that third-party system. We are not liable for any termination, breach of terms, or suspension of service resulting from Your use of such a system.
• You may not access or use the Service if You are a direct competitor of Ours, or for monitoring the Service's availability, performance, or functionality, or for any other benchmarking or competitive purpose, without Our prior written consent.
• N5 reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates these rules, including without limitation deleting the offending Content and suspending the N5 accounts of violators, or blocking access to and use of the Services until the violation has been cured.
• Unless otherwise expressly authorized by N5, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purpose any portion of the Services, use of the Services, or access to the Services.

8. Intellectual Property

8.1 Conditioned upon Your compliance with these Terms, N5 grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services, for the duration of Your Subscription, solely for Your own business purposes (or, where applicable, those of the organization on whose behalf You are acting) and on devices owned or controlled by You or Your Authorized Users. Upon termination of Your Account, all licenses and other rights granted to N5 in these Terms will immediately cease, subject to Section 13 (Term and Termination).

8.2 N5 and its licensors retain all intellectual property rights in and to the Services and their components, including the source code, documentation, Site, URLs, appearance, structure, organization, preparatory design materials, and all other elements of the Services ("Materials"). All Materials in the Services are the property of N5 or its third-party licensors. Other than the right to use the Services for the term provided in these Terms, nothing in these Terms grants You any right in the Services. N5 reserves all rights to the Materials not expressly granted in these Terms.

8.3 To the extent You provide N5 with any Feedback, N5 will own all right, title, and interest in and to such Feedback (and You hereby make all assignments necessary to achieve such ownership), as further described in Section 19. You shall report promptly to N5 any third-party claim served on You relating to the intellectual property rights in the Services.

8.4 You are prohibited from reproducing, distributing, publicly sharing, or creating derivative works from the Materials, in whole or in part, outside of Your internal use of the Services.

9. Your Content Ownership and License to N5

• Content and Ownership. The Services may allow You and Your Authorized Users to create, capture, upload, store, and share content, including Recordings, Transcripts, Notes, prompt inputs, photographs, videos, document images, calendar details, messages, files, text, and other materials (all of the foregoing, together with everything else identified as "Content" in Section 1, "Content"). You own all rights, title, and interest in and to Your Content that You or Your Authorized Users provide directly to the Service, or that is generated through Your use of the Service in connection with a Meeting, including all derivative works of Your Content (together, "Your Data"). Where a Meeting is conducted through Your Account, all content contributed during that Meeting by any participant — including the audio of any Meeting Participant— is Your Content. This is true regardless of whether the personal data within Your Content belongs to You, an Authorized User, or a Meeting Participant; as between You and N5, You are the owner of that Content, subject to N5's role as Your processor described in the Data Processing Addendum and the Privacy Policy with respect to any personal data it contains.
• To process Your Content, Our Service uses proprietary software and algorithms, including the AI Features described in Section 10. Accordingly, solely in order for Us to provide the Service during the Subscription term, You grant N5 a non-exclusive, worldwide, limited-term, royalty-free right to: (a) host, use, copy, transmit, and display Your Data as appropriate for N5 to provide and ensure proper operation of the Services in accordance with these Terms, including to generate Transcripts and Notes, and to provide supervision dashboards; and (b) sublicense these rights to third parties with which N5 has contractual service-provider relationships for the purpose of providing the Service, as further described in the Privacy Policy.
• N5 does not use Your Data to train artificial-intelligence models, or for the benefit of other customers, except as separately and explicitly consented to by You. N5 also does not authorize any third party, including the service providers referred to above, to use Your Data to train that third party's own artificial-intelligence models. Notwithstanding the foregoing, N5 may create aggregated, anonymized, or de-identified information derived from use of the Services — such as usage patterns or performance metrics — and may use and retain that information to maintain and improve the Services, including the AI Features, subject to the limitations set out in the Data Processing Addendum. Such information does not identify You, any Authorized User, any Contact, or any other individual, does not reveal the substance of any Meeting, and is not Your Data.
• Subject to the limited licenses granted herein, N5 acquires no right, title, or interest from You or Your licensors under these Terms in or to any Your Data.

10. AI Features

10.1 Certain features of the Services may incorporate AI Functionality as a core component. Where AI Functionality is integrated into the Services in this way, Your use of the relevant features constitutes use of AI Functionality and these terms apply accordingly.

10.2 When You , or Your Authorized Users use AI Functionality, it may process Inputs and provide Outputs generated and returned by the AI Functionality based on the Input. Inputs and Outputs may include Client Data. You must ensure that Inputs and use of the AI Functionality or any Output does not violate any laws or agreements applicable to You. You are solely responsible for the development, content, operation, maintenance and use of any Input or Output. Due to the nature of artificial intelligence and machine learning, an Output may not be accurate or reliable and You should independently review all Output prior to using or sharing the Output. We does not provide any guarantee of accuracy.

10.3 Artificial intelligence and machine learning models can improve over time to better address specific use cases. We do not permit third parties to use Yor Data to improve or train their AI models.

10.4 You may not use AI Functionality to mislead any person that Output from the AI Functionality was solely human generated. Due to the nature of machine learning and the technology powering the AI Functionality, Output may not be unique and AI Functionality may generate the same or similar output to other services.

10.5 You acknowledge that certain elements of the AI Functionality are powered by third-party AI service providers (“AI Service Providers”) and agrees that We may share Inputs and Outputs (including Client Data) with AI Service Providers to facilitate the provision of AI Functionality. The current list of AI Service Providers is available at https://get-memo.io/legal/subprocessors.

10.6 You may not use AI Functionality in a manner that violates any terms, applicable laws or any policy of any AI Service Provider. You agree that We shall not be liable for any acts, errors, omissions or breaches committed by AI Service Providers in connection with the provision of AI Functionality or Services.

11. Placing Orders; Payment; Subscription

11.1 Placing Orders. By placing an Order for a Subscription through the Service, You warrant that You are legally capable of entering into binding contracts.

11.2 Your Information. To place an Order, You may be asked to supply certain information relevant to Your Order, including without limitation Your name, email address, phone number, payment card details, and billing address. You represent and warrant that: (i) You have the legal right to use the payment method(s) supplied in connection with any Order; and (ii) the information You supply to Us is true, correct, and complete. By submitting such information, You grant Us the right to provide it to the Payment Provider and other payment-processing third parties for the purpose of completing Your Order.

11.3 Subscription and Billing. Each Service is offered on a monthly or an annual Subscription basis, as stated on the applicable Order Page (each such recurring period, a "billing cycle"). By purchasing a Subscription, You authorize the recurring charge of the applicable fee for each billing cycle, in the currency and amount displayed to You before checkout, to the payment method associated with Your Account. The fee for a billing cycle is charged in advance at the start of that cycle.

11.4 Auto-Renewal and Cancellation. Your Subscription will automatically renew at the end of each billing cycle for a further billing cycle of the same length, and Your payment method will be charged automatically on each Renewal Date, unless You cancel it beforehand. You may cancel Your Subscription at any time, using the cancellation option available in Your Account settings. Cancellation takes effect at the end of Your then-current billing cycle: Your Account will remain active and You may continue to use the Services until that cycle ends, no further charges will be made after that date, and the Subscription will not renew. You will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current billing cycle, except as provided in Section 13 (Term and Termination). For purposes of clarity, there are no refunds or credits for periods where You did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during a Subscription Term.

11.5 Price Changes. N5 may change Subscription pricing from time to time. Any price change will be notified to You in advance and will apply from Your next renewal date onward; continuing Your Subscription after that date constitutes acceptance of the new price.

11.6 Order Cancellation by N5. We reserve the right to refuse or cancel Your Order at any time, including without limitation where: (a) there is an error in the description or price of a Service; (b) there is an error in Your Order; or (c) We suspect fraud, or an unauthorized or illegal transaction.

11.7 Availability, Errors and Inaccuracies. We are constantly updating Our Services and the information published about them on the Site. Such information, including descriptions, features, and pricing, may occasionally be inaccurate, or a Service may become unavailable, and We may experience delays in updating this information. We do not guarantee the accuracy or completeness of any such information and reserve the right to correct errors, inaccuracies, or omissions, and to change or update information, at any time without prior notice.

11.8 Payment Authorization. Payment cards and other payment methods are subject to validation checks and authorization by Your card issuer or payment provider. If We do not receive the required authorization, We will not be liable for any delay in, or failure to provide, access to the Service. If a charge to Your payment method is declined or rejected, this will be considered a breach of Your payment obligations under these Terms, and We may disable or terminate Your Account as a result.

11.9 Payment Provider. Our order process may be conducted by the Payment Provider, which may act as Our reseller and/or merchant of record for Our orders. The Payment Provider may handle customer service enquiries relating to orders, process refunds and returns, and handle multi-currency payment transactions, allowing Our users to pay in their local currency. If the Payment Provider does not support Your local currency, US dollars automatically becomes the default currency, and the buyer is responsible for all costs of conversion from their preferred currency to US dollars. Where the Payment Provider acts as merchant of record, Your relationship with it is governed by its own terms and conditions and privacy policy. N5 is not responsible for any differences caused by a change in currency exchange rates applied to You by third parties. If We record a decline or rejection of a charge for fees payable on Your Account, this will be considered a breach of Your payment obligations, and We may disable or terminate Your Account.

11.10 Third-Party Payment Processors. All payments are processed by third-party payment processors that We believe comply with applicable law. These processors may have their own terms of use and privacy practices, different from these Terms, and We encourage You to review them before providing any personal or payment information.

11.11 Taxes applicable to Your Subscription (where not already included in the displayed price) will be calculated and collected by the Payment Provider or N5, as applicable, at checkout in accordance with applicable law.

11.12 Promotional Offers. N5 may make promotional offers with different features and different pricing to any of its customers. Unless such an offer is made to You, it will not apply to Your Order or to these Terms.

11.13 Payment Provider as controller of payment data. Where the Payment Provider acts as merchant of record, it processes the payment and billing information You provide at checkout as an independent controller, for its own purposes and subject to its own privacy policy, as further described in the Privacy Policy. N5 does not collect or store Your full payment card details.

12. Modification of the Terms

• N5 may change these Terms on a going-forward basis at any time upon notice. N5 will give that notice by posting the updated Terms on the Site and, where the change materially modifies Your rights or obligations, by also sending notice to the email address on file for Your Account (Your User ID). Please check these Terms periodically for changes.
• Where a change materially modifies Your rights or obligations, N5 may require that You accept the modified Terms in order to continue using the Services. Changes are effective upon publication on the Site or, where N5 requires Your acceptance, upon that acceptance. Any dispute arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
• Any other modification, amendment, or waiver of a provision of these Terms will be delivered in writing to the party or parties against whom it is to be asserted.
• These Terms will also govern any upgrades and/or updates provided by N5 that upgrade and/or supplement the Services, unless the parties mutually agree to separate terms for such upgrades and/or updates.

13. Term and Termination

13.1 These Terms will remain in effect until the earlier of (a) termination by either party in accordance with this Section, or (b) the termination or expiration of all Subscriptions. The term of the applicable Subscription shall be as specified in the applicable Order Page.

13.2 Termination for Cause. Either party may terminate these Terms, an individual Order Page, or an individual Subscription upon written notice to the other party if: (a) the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party that describes the breach in reasonable detail; or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or otherwise becomes generally unable to pay its debts. Notices to N5 under this subsection must be sent to support@get-memo.io. A breach by N5 will be deemed cured if, within that thirty (30) day period, N5 remedies the breach, provides a reasonable workaround, or, where the breach cannot reasonably be remedied within that period, delivers a written remediation plan and diligently pursues it. Requests for features, functionality, or changes not required by these Terms do not constitute a breach. If You terminate for cause under this subsection, N5 will refund the portion of the fees already paid that corresponds to the period from the effective date of termination to the end of the billing cycle in progress, calculated on a pro-rated daily basis, together with the full amount of any fees prepaid for a billing cycle that had not yet commenced.

13.3 These Terms and Your access to the Services may be terminated for convenience in the following situations:

1) by You at any time by: (i) clicking the cancellation link in Your Account, (ii) by cancelling the Subscription through the Payment Provider’s customer portal, where made available, which is accessible via the link included in Your Subscription confirmation email; provided, however, that any such termination shall not be effective until the next Renewal Date;

2) by Us effective upon the next Renewal Date;

3) by Us at any stage and for any reason, provided that the We will provide a pro rata refund of any prepaid, unused Fees for the remainder of the Subscription Term; or

4) immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

13.4 These Terms and Your access to the Services may be terminated for default upon written notice to the other party:

1. by either party if the other party breaches these Terms and does not cure the breach within 30 days of receipt of a notice specifying the breach in reasonable detail;
2. immediately by Us if You breach your obligations under Section 7 “PARTICIPANT CONDUCT”, 14.8 “Client Data”, 8 “Intellectual Property Rights” or 16 “Indemnification”; or
3. by Us with immediate effect if: (i) Your use of the Services is suspected, in Our sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Your use of the Services endangers the property of others, the website or the Platform.

13.5 Refund or Payment upon Termination. If this Agreement is terminated for cause by You in accordance with Section 13.4, We will refund You any prepaid Fees covering the remainder of the Subscription Term of applicable Order Form(s) terminated after the effective date of termination. If termination is done by Us in accordance with Section 10.3, You will pay any unpaid Fees covering the remainder of the Subscription Term to the extent permitted by applicable law. In no event will termination relieve You of its obligation to pay any Fees payable to Us for any period prior to the effective date of termination.

13.6 Effects of termination. If these Terms are terminated for any reason: (a) all Order Pages and Subscriptions will terminate; (b) all rights, licenses, consents, and authorizations granted by either party to the other will immediately cease; (c) N5 will disable Your Account and Your Authorized Users' access to the Services; (d) You shall pay for all Subscriptions up to the effective date of termination; (e) You and Your Authorized Users will immediately cease all use of the Services; and (f) N5 will retain Your Data for a period of thirty (30) days following the effective date of termination and will then delete it, or will delete it earlier upon Your written request. That thirty (30) day period is a retention period before deletion and is not an export window: at any time while Your Subscription is active, and during that period, You may download from the Product the Transcript of a Meeting and the summary generated from it, in each case in the formats the Product makes available, and N5 provides no additional export facility. Deleted data will be removed from backup systems within ninety (90) days as part of N5's regular backup cycle. The registration and login identity associated with Your Account is retained as described in the Privacy Policy. This subsection is in each case subject to Section 14 (Warranty and Data Security) and applicable law.

13.7 Suspension. We have the right to suspend access to all or any part of the Services or an Account, including removing Content, at any time, with or without notice, and for any period of time, if We determine that: (i) there is a threat or attack on any of the Services; (ii) Your or any Authorized User’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Ours; (iii) You or any Authorized User are using the Services for fraudulent or illegal activities; (iv) Our provision of the Services to You or any Authorized User is prohibited by applicable law; (v) You are, or are reasonably suspected by Us to be, in breach of these Terms; or (vi) suspension is necessary to protect the integrity, operability, and security of the Services (collectively, a “Service Suspension”).

Unless prohibited by law or legal process, or where necessary to prevent imminent harm to the Services or to any third party, We will typically provide notice of a Service Suspension in the form of a banner or an email, on or before such suspension. We will, in Our discretion and acting in good faith, tailor any Service Suspension as needed to preserve the integrity, operability, and security of the Services. We will have no obligation to provide You with any credit or refund of prepaid fees, and no liability for any damage, liability, loss (including any loss of data or profits), or other consequence that You or any Authorized User may incur, as a result of a Service Suspension.

14. Warranty and Data Security

14.1 N5 represents and warrants to You that: (i) We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We will use reasonable efforts to give advance electronic notice such as via an in-application banner), and (b) any unavailability arising from circumstances beyond Our reasonable control, including, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, war, strike or other labor problem, Internet service provider failure or delay or denial of service attack, passage of law or any action taken by a governmental or public authority, including imposing an embargo; and (ii) the Services will not knowingly contain any Harmful Content, defined as code, files, scripts, or programs, including viruses, worms, and Trojans, intended to deceive, disrupt, destroy, distort, disable, or otherwise do harm. These warranties do not apply to any error, interruption, other non-conformity, or Harmful Content caused by: (i) Your use of the Service not in conformity with the applicable documentation or specifications; (ii) Your or any third party's network, equipment, hardware, or software; (iii) Your Data; or (iv) Your breach of these Terms. For any breach of a warranty above, Your exclusive remedies are those described in Section 13.4, “Termination for Cause” and Section 13.5, “Refund or Payment upon Termination”.

14.2 Data Security. The terms of N5's Data Processing Addendum ("DPA"), available upon request at support@get-memo.io, are incorporated by reference and apply to the processing of personal data that is part of Your Data. With respect to data protection and privacy obligations, including compliance with applicable data protection laws, the DPA exclusively controls and will prevail over these Terms in the event of any conflict. Third-party users of the Services may view the terms of N5's Privacy Policy, available at https://get-memo.io/legal/privacy.

14.3 N5 will utilize appropriate technical, physical, and organizational security measures and safeguards in connection with the storage, transmission, handling, and processing of Your Data via the Services, in order to protect Your Data from unauthorized use, access, and disclosure, including: (a) adequate physical security of all premises in which Your Data is processed and/or stored by N5; (b) reasonable precautions with respect to access given to N5 personnel and third-party contractors engaged by N5 in connection with providing the Services, including assigning appropriate access privileges to individuals; (c) an appropriate network security program; (d) appropriate access controls and data-integrity controls; (e) testing and auditing of all controls; and (f) appropriate corrective-action and incident-response plans.

14.4 We shall only access, use, or modify Your Data: (i) to provide and maintain the Services and prevent or address service or technical problems, as further described in the DPA, (ii) as compelled by law, (iii) as permitted by these Terms, or (iv) as You expressly permits in writing.

14.5 Compelled Disclosure. We may disclose a Your Confidential Information (including Your Data) to the extent compelled by law to do so. We will use commercially reasonable efforts to provide You with prior notice of the compelled disclosure (to the extent legally permitted) and You shall provide reasonable assistance, at your cost, if You wish to contest the disclosure. If We are compelled by law to disclose Your Confidential Information as part of a civil proceeding to which We are a party, and You are not contesting the disclosure, You will reimburse Us for Our reasonable cost of compiling and providing access to that Confidential Information.

14.6 N5 will notify You without undue delay after becoming aware of any unauthorized access to, or unauthorized use or disclosure of, Your Data or Your Confidential Information on N5's information systems or on the systems of any subprocessor engaged by N5, and will provide You with the information reasonably available to N5 that You need in order to assess the incident and to comply with any notification obligation applicable to You as controller. Where the DPA sets out a more specific notification timeframe or procedure, the DPA prevails over this paragraph.

14.7 Client retains all of Client’s rights, title and interest in and to the Client Data.

14.8 Your Data. Rights to Client Data. You represent, warrant and covenant that: (i) You either owns Your Data or has the necessary licenses, rights consents, and permissions to grant the rights and license set forth in these Terms, and (ii) the use of Your Data as part of the Services, or Our or any Our licensee’s use of Your Data pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, privacy right, publicity right, or other rights of any person or entity; (b) violate any applicable law or regulation anywhere in the world; or (c) require Us to obtain a license from or pay any fees and/or royalties to any third party for the exercise of any rights granted in these Terms.

14.9 You hereby grant to Us a non-exclusive, term-limited, sublicensable (through multiple tiers), worldwide, royalty-free and fully paid license to reproduce, distribute and otherwise use and display Your Data to provide the Services.

14.10 You is solely responsible for Your Data, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of Your Data as well as the consequences of posting or publishing Your Data on or through the Service. You shall ensure that Your Data complies with these Terms.

15. Warranty Disclaimer and Limitation of Liability

15.1 No Liability

We shall not be liable to You or Authorized User for any consequences resulting from:

1. any modifications in these Terms, modification of the Services, or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Services;
2. use of Your Data by the You or any of the Authorized Users associated with the Account;
3. upgrading or downgrading of a current Subscription by You;
4. any disclosure, loss or unauthorized use of the login of Your credentials or any Authorized User due to Your failure to keep them confidential;
5. Your use of the Account or the Services by means of web browsers other than those accepted or supported by the the Service;
6. the application of any remedies against Your or Authorized Users by Us; for example, if You or Authorized User have committed a crime or conducted a breach of applicable law by using the Services or any part or element thereof;
7. the differences between technologies and platforms used for access; for example, if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

In addition, neither We nor Our Affiliates shall be liable to You for any claim by any Authorized User, person, organization, or third persons against You arising out of Your failure to:

1. provide Us with accurate information about You, Authorized Users or Account;
2. notify Us of any reasons due to which an Authorized User does not have the right to use the Account on Your behalf;
3. ensure the lawfulness of the Your Data;
4. obtain the necessary rights to use the Your Data; or
5. abide by any of the restrictions described in these Terms.

Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section 15 may be held unenforceable as applied to Client Parties. In such cases, Our liability shall be limited to the greatest extent permitted under applicable law.

16. Indemnification and Release

16.1 To the maximum extent permitted by law, You agree to release, defend, indemnify, and hold Us and Our Affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs, fines, penalties, or expenses (including reasonable attorneys' fees) arising from or incurred as a result of: (a) Your Meeting content, including any Recording, Transcript, Geolocation Data, or Evidence captured through Your Account; (b) any claim by a Meeting Participant or a governmental or regulatory authority alleging that the notice or consent required under Section 5 was not given or obtained before a Meeting was recorded, or before Geolocation Data or Evidence was captured; (c) any breach by You of these Terms or of any applicable law or regulation; (d) Your violation of any rights of another, including any intellectual property, publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between You and a Meeting Participant or any other third party.

16.2 To the maximum extent permitted by law, We agree to release, defend, indemnify, and hold You and Your Affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs, or expenses (including reasonable attorneys' fees) arising from or incurred as a result of a claim that Your access to and use of the Services, in accordance with these Terms, infringes a third party's intellectual property rights.

16.3 We will have no obligation under Section 16.2 with respect to any claim of infringement arising out of or based upon: (i) Your Data; (ii) use of the Services in any manner other than as expressly authorized and contemplated in these Terms; (iii) the combination of the Services with any other software, hardware, material, or processes; or (iv) You otherwise causing the Services to become infringing (collectively, the “Indemnity Exclusions”).

16.3.1 If We reasonably believes that a claim of infringement relating to the Services may arise, We may, without limiting Our indemnity obligations hereunder, procure the right for You to continue to use the Services, replace or modify the Services in a functionally equivalent manner so as to avoid such claim of infringement. If We determine that it cannot, on commercially reasonable terms, modify or replace the Services to avoid an injunction, We may cease providing the affected Services without liability other than refunding to You any prepaid amounts for the affected portion of the Services that will no longer be provided.

16.3.2 If You receive notice, or become aware, of a claim that We have agreed to defend under this Section You must give Us prompt written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. You will not make any payment or incur any costs or expenses with respect to such claim, except as requested by Us or as necessary to comply with this procedure. You will not make any admission of liability or take any other action that limits Our ability to defend the claim. We shall have the right to assume full and complete control of the defense or settlement of such claim or allegation. You will fully cooperate in the defense or settlement of the claim as reasonably requested by Us.

17. Confidentiality

17.1 In connection with these Terms, each party (a "Disclosing Party") may disclose to the other party (a "Receiving Party") confidential or proprietary materials and information of the Disclosing Party ("Confidential Information"), including information identified as confidential at the time of disclosure and any other information the Receiving Party reasonably should have known was confidential. For the avoidance of doubt, the Services, all pricing information, and the terms of these Terms are Confidential Information of N5, and Your Data is Confidential Information of You.

17.2 The Receiving Party will maintain the confidentiality of the Confidential Information, will not disclose it to any third party without the Disclosing Party's prior written consent, and will use it solely for the purposes contemplated under these Terms.

17.3 These obligations do not apply to information that: (a) is made generally available to the public without breach of these Terms; (b) is independently developed by the Receiving Party; (c) is disclosed to the Receiving Party by a third party without restriction; or (d) was lawfully in the Receiving Party's possession before disclosure. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives the Disclosing Party prompt written notice and uses reasonable efforts to limit the disclosure.

17.4 These obligations survive termination of these Terms for three (3) years, except that Confidential Information constituting a trade secret under applicable law remains protected for as long as it remains a trade secret.

18. Privacy

We respect Your privacy. Personal data processed in connection with the Services is processed as described in Our Privacy Policy, available at https://get-memo.io/legal/privacy, which sets out the legal bases on which N5 relies. We may update the Privacy Policy from time to time and will post such updates on the Site. In no event shall the Privacy Policy be changed to permit N5 to sell, rent, or lease Your personally identifiable information.

19. Your Suggestions and Ideas

19.1 N5 and its employees are in constant development of new services, technologies, service enhancements, processes, materials, and marketing and promotional plans.

19.2 We welcome You to submit Your ideas for Us to review. However, if and when You submit any ideas or suggestions ("Feedback"): all information You submit will be treated as non-confidential and non-proprietary; all such information will become the property of N5, except for any personally identifiable information You submit or We collect from You in accordance with Our Privacy Policy; You will be solely responsible for any submission, including its legality, reliability, appropriateness, originality, and copyright; and You warrant that (i) You own the information submitted or have the right to submit it, and (ii) Our or a third party's use of it will not violate any third party's rights.

19.3 N5 reserves the right, in its sole discretion, to reproduce, disclose, or otherwise use any such information for its own benefit or the benefit of others, and will not pay You or others for any such information, use, reproduction, or disclosure.

20. Third-Party Services, Software, and Links

20.1 Third-Party Services. When using the Service in conjunction with other third-party services, you will comply with the terms of service of such third-party services. We shall not be liable for any termination, breach of terms, or suspension of service resulting from your use of the Services.

20.2 Links. Throughout the Site, We sometimes provide links to websites maintained by third parties, including the Payment Provider's checkout pages. Our linking to such third-party websites does not imply an endorsement, guarantee, approval, or sponsorship of those websites or the information, products, or services offered on or through them, nor do We warrant that they will not contain viruses or otherwise impact Your computer or mobile device.

20.3 We do not operate or control in any respect any information, products, or services that third parties may provide on or through websites linked to by Us on the Site. You should direct any concerns regarding an externally linked website to its site administrator or webmaster.

21. Assignment

You may not assign Your rights or obligations under these Terms without N5's prior written consent. N5 may assign these Terms, in whole or in part, to any of its Affiliates, or in connection with a merger, acquisition, or sale of assets, without Your consent.

22. Sanctions and Export Controls

You represent that You are not located in, or a resident of, any country subject to comprehensive U.S., UK, or EU trade sanctions, and that You are not a person designated on any applicable restricted-party or sanctions list. You agree to comply with all applicable export control and sanctions laws in connection with Your use of the Services.

23. Applicable Law and Jurisdiction

23.1 These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, and any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in the State of Delaware.

23.2 If You are a consumer resident in a jurisdiction that grants You the benefit of mandatory consumer-protection provisions that cannot be excluded by agreement, nothing in this Section 23 deprives You of the protection of those mandatory provisions, and this Section applies only to the extent permitted by the law of Your jurisdiction.

23.3 Before initiating any legal proceeding, the parties agree to first attempt to resolve any dispute amicably.

24. Miscellaneous

24.1 Severability. If any provision of these Terms is held illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect.

24.2 No Waiver. N5's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

24.3 Entire Agreement. These Terms, together with the Privacy Policy, the applicable Order Page, and, to the extent applicable, the Payment Provider's terms and conditions, constitute the entire agreement between You and N5 regarding Your use of the Services.

25. Contacting Us

Please contact Us by emailing support@get-memo.io with any questions regarding these Terms or the Services, or to report any violation of these Terms.