Terms of Service

Memorable AI, Inc.
THIS SERVICE AGREEMENT (“AGREEMENT”) IS BY AND BETWEEN MEMORABLE AI, INC, (“COMPANY”) AND THE INDIVIDUAL OR LEGAL ENTITY WHO IS USING THE SERVICES MADE AVAILABLE BY THE COMPANY (“CLIENT”) AND GOVERNS ALL USE BY CLIENT OF SUCH SERVICE.BY ACCESSING THE SERVICES YOU EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND “YOU” AND “YOUR” SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS AND USE THE SERVICES.
  1. Use of Services. During the term of the applicable Customer order and subject to the terms of this Agreement, Company grants to Client a personal, non-sublicensable, nonexclusive license to use software and cloud-hosted services that use machine learning techniques to optimize visual content (the, “Services”), solely for Client’s internal use. Client agrees to use the Services only in the ordinary course and Client will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any software related to the Services or underlying Proprietary Information (as that term is defined below), or reproduce, modify translate, create derivative works based on the Services or any portion thereof. Client shall not rent, sell, lease or otherwise transfer the Services or any part thereof or use it for the benefit of a third party.
    Client acknowledges and agrees that Company may use any of their canon trademarks, service marks, trade names, logos or assets for marketing and promotional purposes in any media channel and or format including but not limited to Memorable’s website, Linkedin, product demonstrations, advertising and digital publications. Further, "Company" reserves the right to develop and publish "Success Cases" with the information and results derived from the service provided.
    The parties agree that Client may have purchased a subscription to the Services through a reseller of the Company. Orders for subscriptions purchased through a reseller are not subject to cancellation by Client. Where Client purchases a subscription to the Services through a reseller, the reseller will enter into an order form with Company for the purchase of the subscription. Company hereby agrees that, subject to receiving payment from the reseller, Company shall be responsible to Client, pursuant to the terms and conditions of this Agreement, for providing the subscription to the Services under any such order form. Client hereby acknowledges that Company will not be responsible for the obligations of any reseller under such separate agreement, for the acts or omissions of reseller, or for any third party products or services furnished to Client by any reseller.
  2. Confidentiality; Intellectual Property; Data.
    (a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or other information relating to the Disclosing Party’s business, which may include personally identifying information of individuals (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services, including, but not limited to any software or source code provided in connection with the Services. Client will not remove or export the Services or any Proprietary Information of the Company or any direct product thereof from the United States. Client will disclose the Services and Company Proprietary Information only to those of its employees as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees have agreed in writing to be bound by the provisions of this Agreement for the Company's benefit. Client is responsible for any noncompliance by its employees. Client shall not, without the prior written consent of Company, disclose or otherwise make available the Services or copies thereof to any third party. Proprietary Information of Client includes, but is not limited to, any and all trade secrets and other confidential information of Client, including, without limitation, data, know-how, employee and client information, business plans, financial information, computer software and programs (including object code and source code), and any other information, however documented.  The Receiving Party agrees: (i) to take no less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information, except Disclosing Party’s trade secrets, after one (1) year following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. 
    (b) As between the parties, Company shall own all right, title and interest in and to the Services and its Proprietary Information, and improvements, enhancements, extensions, derivatives or modifications thereto (and all intellectual property rights related thereto). All data and information provided by Client in its use of the Services (“Client Data”) shall be and remain the sole and exclusive property of Client. It shall be Client’s duty to make regular backups of the Client Data residing on Client’s equipment. Client hereby grants to Company: (a) non-exclusive, worldwide, revocable, royalty-free, fully paid-up, right and license during the term, to use the Client Data (i) to perform Company’s obligations under this Agreement, (ii) to internally develop and improve its products and services  and (iii) to create aggregated and/or anonymized data or other de-identified data from such Client Data (the “Anonymized Data”); and (b) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable right and license to use the Anonymized Data for any purpose, including to combine and incorporate such Anonymized Data with or into other data and information, available, derived or obtained from other sources. Notwithstanding anything to the contrary, subject to the confidentiality requirements herein, Company will be free to use and disclose such Anonymized Data in connection with its business. 
    (c) Company accesses historical ad performance data through users ads manager, which is processed by our internal AI models. No user-specific data is shared with external third-party tools. The data utilized by our AI models is restricted to aggregated ad performance metrics, ensuring the confidentiality and security of client information. Company is committed to respecting Client privacy and adhering to the Google API Services User Data Policy, including its Limited Use requirements. We ensure that any data obtained from Google APIs is used and transferred in compliance with these policies. For more information, please refer to the Google API Services User Data Policy.
    (d) Further, if Client provides or communicates to Company any feedback, discoveries, ideas, concepts or suggestions relevant to the Services (or improvements, enhancements or modifications thereto) or Company’s business, technology or Proprietary Information (“Feedback”), Client grants Company, without charge, the fully paid-up, irrevocable right and license to use, share, modify, commercialize and otherwise fully exercise and exploit such Feedback and all related intellectual property or other rights (and to allow others to do so) in any way and for any purpose. These rights and the other obligations in this Section 2 survive termination of this agreement in perpetuity. Company owns and retains all right, title and interest in and to the Services and its Proprietary Information, and improvements, enhancements, extensions, derivatives or modifications thereto (and all related intellectual property rights). 
  3. Warranty Disclaimer. The parties acknowledge that the Services are provided “AS IS” and may not be functional on any machine or in any environment. COMPANY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. CLIENT UNDERSTANDS AND AGREES THAT ANY USE OF THE SERVICES OR ANY MATERIALS OBTAINED THROUGH THE SERVICES IS DONE AT CLIENT’S OWN DISCRETION AND RISK, AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF THE SERVICES OR ANY OTHER MATERIALS. 
  4. Limitation of Remedies and Damages. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
  5. Non-assignability. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Client without the written consent of the Company, and any such attempted assignment or transfer shall be void and without effect.
  6. Controlling Law, Attorneys’ Fees and Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions therein. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  7. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Any modifications of this Agreement must be in writing and signed by both parties.
  8. Equitable Relief. Client acknowledges and agrees that due to the unique nature of Company’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Client or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief without posting a bond in addition to whatever remedies it may have at law.
  9. Termination. Either party may terminate this Agreement if the other Party materially breaches this Agreement, provided that the breaching Party is given thirty (30) days’ notice in which to cure the breach. Upon termination, the license granted hereunder will terminate and Client shall immediately return anything Client has obtained in connection with the Services, together with any and all documents, notes and other materials regarding the Services to Company, including, without limitation, all Company’s Proprietary Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect. Upon termination, any outstanding consideration amounts shall immediately become due and payable.

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Memorable AI, Inc.
+1 (202) 817-8195