Last Updated: August 6th, 2026
We summarize Memily's core principles here for easier reference, and the Terms of Service below provide the legal details and our binding commitments.
Memily is a private space, not a public platform. Your Circle is a closed group. Your content does not appear in public feeds, and strangers cannot find or view it. We will not share your user content beyond what your active sharing settings authorize.
You own your user content. We hold it as a trusted steward on your behalf. We acquire no ownership interest in anything you create, upload, or share through the Service.
For Minor accounts, Guardians govern settings. Guardians configure sharing policies and receive category-level safety alerts for Minor accounts.
We use your content to run the Service for you. We do not use your User Content for advertising, marketing, or any purpose unrelated to providing the Service to you.
We do not sell your user content or your personal information. We do not share it with third parties for their own advertising or marketing purposes.
We do not use your AI conversations to train AI models. Third-party AI providers that process your conversations are contractually prohibited from using your content to train their models.
We will not disclose your user content to the government without proper legal process. We respond only to law enforcement requests that adhere to established legal process and applicable law, and we do not respond to informal requests that do not meet that standard.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 24 THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO GO TO COURT OR PARTICIPATE IN A CLASS ACTION. SECTION 24 ALSO EXPLAINS HOW YOU CAN OPT OUT OF ARBITRATION.
These Terms and Conditions ("Terms") form a binding agreement between you ("you" or "User") and Memily, Inc., a Texas limited liability company ("Memily," "we," "us," or "our"), governing your access to and use of the Memily mobile application, the account-based features of the Memily website located at https://memily.com (the "Site"), and related services (collectively, the "Service"). Memily is a private space for families to preserve, reflect on, and share the memories that matter to them.
By creating an account, or by accessing or using the Service through your account, you agree to be bound by these Terms and by our [link to Privacy Policy], which is incorporated by reference. If you do not agree, do not use the Service.
If you are accepting these Terms on behalf of a minor for whom you are a parent or legal guardian, Section 3.3 governs your representations and responsibilities.
In addition to terms defined elsewhere in these Terms, the following terms have these meanings:
Your individual user account on the Service.
Your private, personal collection of content within the Service, separate from any Circle.
The private group of Users with whom you share posts and interactions in a shared space within the Service. You belong to one Circle at a time, though the Service allows you to switch Circles.
The adult Circle Owner with governance authority over a Minor's account, as described in Section 3.3 and Section 12.
A mutual connection between two Circles, established by each Circle's Owner, that permits posts to flow between them subject to each member's individual sharing settings.
The artificial-intelligence features within the Service that provide prompts, conversational assistance, summarization, and drafting support.
A User who is at least 13 but under 18 years of age (or the age of majority in their jurisdiction) and who has joined the Service through a Guardian invitation under Section 3.3.
The User who holds governance and billing authority for a Circle.
All content you author, upload, or transmit through the Service, including posts, photos, videos, comments, conversations, reactions, the contents of your Archive, inputs to Memily AI, and outputs generated by Memily AI from your User Content or AI Conversations, including derived emotional graphs, relational maps, and semantic vectors created to provide or personalize the Service for you.
You may create your own Account if you are at least 18 years old (or the age of majority in your jurisdiction), have the legal capacity to enter into these Terms, and are not barred from receiving the Service under applicable law. By creating an Account, you represent that you meet these requirements.
The Service is not directed to, and may not be used by, anyone under 13 years old. No Account, whether independent or Guardian-invited, may be created for a person under 13. If we obtain actual knowledge that a User is under 13, we will suspend the Account, disable further collection of that User's personal information, and delete the Account and associated data, subject to any retention required by law. If you believe we have inadvertently collected information from a child under 13, contact us at [privacy@memily.com].
A User between 13 and 17 years old may not create an independent Account. A Minor may join the Service only through an invitation generated by an adult Guardian who owns a Circle. The Guardian, not the Minor, must provide the Minor's birthdate at the time the invitation is created. By generating a Minor invitation, the Guardian represents and warrants that they:
(a) are at least 18 years old and are the Minor's parent or legal guardian, or otherwise have legal authority to consent on the Minor's behalf;
(b) confirm the Minor is at least 13 years old and that the birthdate provided is accurate;
(c) agree to these Terms on the Minor's behalf, including the arbitration agreement and class action waiver in Section 24, and accept responsibility for the Minor's compliance with these Terms; and
(d) understand that governance of the Minor's account is subject to Section 12, including the privacy protections described there.
We rely on the accuracy of these representations. Misrepresenting a Minor's age to bypass age-appropriate configurations or other minor-account protections is a material breach of these Terms and may result in suspension or termination.
You represent that all information you provide during Account registration is accurate and that you will keep it up to date. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. Notify us immediately at [security@memily.com] if you suspect unauthorized access. We are not liable for losses or damages arising from your failure to safeguard your credentials.
Each Account must correspond to a single individual. You may not share, sell, or transfer your Account, or operate an Account for another individual, except as a Guardian acting for a Minor under Section 3.3.
Memily is a private photo, video, and story-sharing application and website that allows Users to organize their connections into Circles and share content with the Circle members they choose, with AI-assisted features to help document and reflect on memories.
We may add, modify, suspend, or discontinue features of the Service at any time. We will provide reasonable notice of material changes that adversely affect your use of the Service, and existing User Content will not be lost as a result of such changes except in connection with account or content deletion as described in these Terms. Product walkthroughs, help-center articles, and in-app guidance describe how specific features work; those materials are not part of this agreement and may change without amending these Terms.
You are responsible for your User Content, and you represent that (a) you have all rights necessary to submit your User Content; (b) it does not infringe any third party's intellectual property, privacy, or publicity rights; and (c) your submission and our authorized use of it do not violate applicable law.
As between you and Memily, you retain full ownership of the User Content, including the Archive of your User Content, that you create and upload to the Service. Memily holds your User Content in a custodial capacity, as a trusted steward holding your content on your behalf, not as an owner. Memily acquires no ownership interest in your User Content by virtue of these Terms or the license granted in Section 5.2, and we do not use your User Content for Memily's own commercial benefit.
By posting or submitting User Content to the Service, you grant Memily a limited, non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers, for the purpose of providing the Service to you as described below) license to host, store, back up, reproduce, display, transmit, transcode, and process your User Content solely as necessary to (a) operate and provide the Service to you, (b) allow the Circle members and audiences access to your User Content as you permit in your Account settings, (c) provide customer support to you, (d) enforce these Terms, and (e) comply with applicable law. This license does not permit us to use your User Content for advertising, marketing, or any purpose unrelated to operating the Service for you. We do not sell your User Content or your personal information to third parties, and we do not share it with third parties for our or their own advertising or marketing purposes. See our Privacy Policy for the categories of service providers who process data on our behalf to operate the Service. This license ends when you delete the applicable User Content or close your Account, except to the extent retention is necessary as described in our Privacy Policy.
When you post User Content, you grant the members of the Circle(s) with whom you share it, including any Circle it flows to through a Link (consistent with your sharing settings), a limited, non-transferable license to view that User Content within the Service. When other Users react to, comment on, or otherwise interact with your User Content, those interactions are their own User Content, governed by their own sharing settings and subject to this same license structure.
We may use operational data, such as system performance metrics and error logs that do not incorporate the substance of your User Content, to operate and improve the Service for your benefit.
Memily will implement and maintain commercially reasonable security measures consistent with applicable industry standards, including administrative, technical, and physical safeguards designed to protect User Content from unauthorized access, destruction, alteration, or disclosure.
We take reasonable measures to back up the Service, but you are responsible for maintaining your own copies of any User Content that matters to you. Premium subscribers can export their data as described in Section 14. We are not liable for any loss, corruption, or unavailability of User Content, including as a result of a backup failure, service interruption, or account or content deletion, except to the extent caused by our gross negligence or willful misconduct.
If you send us feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use that feedback without restriction or compensation to you.
You are solely responsible for choosing which Circle(s) can view the User Content you post, and for your sharing settings generally.
Other members of a Circle with whom you share User Content may view, and where the Service permits, comment on or react to that User Content. We are not responsible for what other Circle members do with User Content after they have lawfully viewed it within the Service; for example, if they save a copy outside of the app.
Where you and another Circle's Owner establish a Link between your Circles, User Content may flow between the linked Circles, subject to each Circle member's individual sharing settings. You are responsible for your own sharing settings with respect to any linked Circle.
If you leave a Circle, switch to a different Circle, or otherwise change your Circle membership, User Content you previously posted to a Circle may remain visible to that Circle's current members and will remain attributed to you, unless you affirmatively remove that User Content before changing your Circle membership. The Service may offer you choices about which User Content to remove or retain when you change Circles; those choices are described in the Service and do not alter your acknowledgment under this Section.
Your Archive is private to you. Archive content is not shared with other Circle members, and no sharing setting, Link, or administrative function will cause an Archive item to appear in a Circle. Archive content becomes visible to another person only if you affirmatively share it as a new post, or as required by applicable law or legal process in accordance with Section 16.2.
Memily's approach to government and law enforcement requests for User Content is described in Section 16.2 and in the Privacy Policy. We do not voluntarily share your User Content with government entities or law enforcement in the absence of valid legal process.
Memily AI is a Service feature that uses artificial intelligence to offer prompts, suggestions, drafting assistance, and summarization intended to help you document memories and stories. Memily AI is not a human. It is an optional tool, and it is not a substitute for your own judgment. Memily AI's outputs are not professional, therapeutic, medical, legal, financial, or counseling advice of any kind, and you must not rely on any outputs as such or for any consequential decisions.
AI-generated content may not reflect your actual history or intentions and may be inaccurate, incomplete, outdated, or otherwise unsuitable for any particular purpose. This includes outputs that confidently assert details or statements that are not true. You are responsible for reviewing AI-generated content before relying on it, posting it, sharing it, or treating it as your own.
Memily AI is not designed to handle emergencies. If you are in crisis or need urgent help, contact local emergency services (call 911), a crisis hotline, or a qualified professional. Memily AI may decline to engage with certain conversations or may surface a safety notice. See Section 12 for how this applies to Minor accounts, including our discretion regarding Guardian notification.
Your conversations with Memily AI ("AI Conversations") are scoped to you and are not visible to other Circle members, including a Guardian, except in the limited, audited circumstances described in our Privacy Policy (such as a safety-alert review by our Trust & Safety team), a response to a credible risk to life, or as required by legal process. Outside of those narrow circumstances, no other personnel at Memily, including those in engineering, support, or sales roles, have access to your AI Conversations with Memily AI.
We use your AI Conversations to provide, personalize, and improve the Service for you, as further described in our Privacy Policy. By default, we do not use the content of your AI Conversations to train AI foundation models, and we do not sell or share conversation content with advertisers. Where we use third-party AI providers to process AI Conversations, we contractually prohibit their use of your data to train their general-purpose AI models. See our Privacy Policy for details.
Outputs generated by Memily AI from your User Content or AI Conversations (such as summaries, thematic inferences, or personalized prompts) and content that you substantially write, select, arrange, or edit using Memily AI as a drafting tool are your User Content under Section 5. You acknowledge that to the extent any portion of such content is generated entirely by Memily AI without meaningful human authorship on your part, that portion may not be protectable by copyright under current intellectual property law, and we make no representation as to its ownership or exclusivity. Subject to applicable law, we assign to you (or license to you, where assignment isn't legally possible) the rights necessary for you to use AI-generated drafts and summaries for your personal, non-commercial purposes.
Where the Service allows you to attach images to an AI Conversation or input images into Memily AI, you confirm you have the rights necessary to share the image and that it does not violate Section 8. Images of identifiable people require their consent, except in routine, non-commercial family contexts.
Content you co-author with Memily AI is subject to the same sharing settings as content you create yourself.
By posting User Content, including photos or stories involving other people who are not Memily users, you represent that:
(a) you own the User Content or have the necessary rights and permissions to share it through the Service and within your chosen Circle(s);
(b) sharing the User Content does not violate any other person's rights, including privacy, publicity, or intellectual property rights;
(c) you will not use the Service to distribute User Content commercially or for advertising without separately obtaining any releases required by law; and
(d) you have a good-faith basis to believe that sharing User Content involving another person is consistent with that person's reasonable expectations of privacy within a private family-sharing context.
If someone believes User Content about them was shared without appropriate permission, they may contact us using the process in Section 10, and we may remove the applicable User Content during a pending review period.
You agree not to, and will not permit others to, through your Account:
(a) upload, post, or transmit User Content that is unlawful, that exploits or endangers a Minor, or that constitutes child sexual abuse material, including sexual content involving Minors of any kind, whether real, fictional, or AI-generated;
(b) upload, post, or transmit User Content that is defamatory, hateful, or sexually explicit, that depicts or facilitates violence, or that promotes self-harm, eating disorders, or suicide;
(c) upload, post, or transmit User Content that facilitates non-consensual intimate imagery or depicts identifiable people (including through deepfakes) without their consent;
(d) upload, post, or transmit User Content that infringes another person's intellectual property rights or that violates another person's privacy, publicity, or contractual rights;
(e) harass, threaten, bully, or abuse another User or any other person;
(f) impersonate any person or entity, or misrepresent your affiliation with any person or entity or the source of any User Content;
(g) misrepresent a Minor's age, or otherwise attempt to bypass Minor-account protections;
(h) solicit personal information from, or contact, a Minor in a Circle other than your own Circle in a manner inconsistent with your role and the Minor's Guardian-set permissions;
(i) attempt to gain unauthorized access to another User's Account, Circle, or content; introduce malware, viruses, or other harmful code; probe, scan, or test the Service for vulnerabilities; or use automated means (scraping, bots, crawlers) to access the Service;
(j) interfere with or disrupt the integrity or performance of the Service, or attempt to circumvent any access control, sharing setting, mute setting, Archive privacy protection, or Minor-account protection;
(k) use the Service to develop a competing product, train or extract data to train a third-party machine-learning model on User Content other than your own, or extract Service outputs to train a competing product or third-party machine-learning model, without our prior written consent;
(l) use the Service for advertising, spam, or unsolicited commercial communication, or to violate any applicable law, including export control and sanctions laws; or
(m) reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent applicable law prohibits this restriction.
We may investigate reported violations of this Section. Some violations, particularly those involving child safety, threats of violence, or serious abuse, may be reported to authorities under our legal obligations. Any disclosure of User Content to government entities or law enforcement, whether arising from Memily's own reporting or in response to a government request, is governed by Section 16.
We may, but are not obligated to, monitor, review, or remove User Content, and we may suspend or terminate Accounts, at our discretion, for violations of these Terms or applicable law.
If we obtain actual knowledge of apparent child sexual abuse material on the Service, we will report it to the National Center for Missing & Exploited Children ("NCMEC"). Users who encounter suspected child sexual abuse material or other prohibited content should report it immediately using the reporting tools in the Service or by contacting us at [safety@memily.com]. Our ability to identify violations without user reports is limited, and we do not guarantee the Service is free of prohibited content.
We may remove User Content, suspend access, or terminate an Account immediately in our sole discretion and without prior notice where we believe doing so is necessary to comply with applicable law, protect the safety of any person, or prevent harm to the Service or other Users.
If you believe content on the Service infringes your copyright, send a notice to our designated agent at [dmca@memily.com] containing:
(a) a physical or electronic signature of the copyright owner or authorized agent;
(b) identification of the copyrighted work claimed to be infringed;
(c) identification of the allegedly infringing material and information sufficient to locate it;
(d) your contact information;
(e) a statement that you have a good-faith belief the use is not authorized; and
(f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act.
We will respond to valid notices in accordance with the Digital Millennium Copyright Act ("DMCA"), may remove or disable allegedly infringing material, and will terminate repeat infringers' access in appropriate circumstances. Users whose User Content is removed may submit a counter-notice as provided under the DMCA.
The Guardian who invited a Minor governs that Minor's account settings, including sharing settings, AI feature configuration, approval of inbound invitations, and safety-alert preferences described below. The Guardian is responsible for the Minor's compliance with these Terms.
Guardians do not have access to the content of a Minor's AI Conversations, the contents of the Minor's Archive, or the Minor's mute settings. This limitation applies to all roles within Memily, subject to the narrow exceptions described in Section 7.4 and this Section 12. Guardians receive only the configuration controls and safety alerts described below.
Memily operates a safety detection system within Memily AI designed to identify patterns in AI Conversations that may indicate a Minor is experiencing a safety concern. This system is a child protection function that Memily operates for the Minor's benefit. If the system detects a pattern that falls within a defined concern category (for example, indicating that a concern of self-harm or emotional distress was detected), Memily will generally notify the Guardian of the category-level alert and the approximate timing of the alert.
The specific categories and alert tiers are described in our Safety Alerts Policy in Memily's user guide. Some alert categories reflect immediate safety concerns (such as apparent signs of self-harm, threats of violence, or indicators of abuse) and will always generate a Guardian notification that cannot be disabled. Other categories are configurable by the Guardian.
Detection is calibrated conservatively, which means some alerts will be false positives. An alert is a signal for the Guardian's judgment, not a confirmed finding, and we do not guarantee that we will detect every concerning pattern. Memily's safety detection system analyzes the substance of AI Conversations for the limited purpose of generating these alerts. This analysis is conducted solely to protect Minor users. It does not constitute Guardian access to AI Conversation content. Records generated by Memily's safety detection system are treated as sensitive derived records subject to the legal review and challenge framework described in Section 16.2.
Where we reasonably believe that a Guardian may be a source of, or complicit in, the safety concern giving rise to an alert, or that notifying the Guardian could increase risk of harm to the Minor, we may, in our discretion, delay, limit, or withhold that notification, and may instead or additionally contact emergency services, law enforcement, or child-protective authorities, consistent with our obligations as a mandatory reporter under applicable law. This discretion applies regardless of alert category. We are not obligated to investigate or determine Guardian involvement before acting, and we make no representation that we will identify every such situation.
Permanent deletion of a Minor's account requires documented Guardian authorization, to protect against impulsive, irreversible deletions. A Minor may reversibly deactivate their account without Guardian authorization.
On the Minor's 18th birthday (or the age of majority in their jurisdiction), Guardian governance will end automatically. The Minor account will become a full adult Account, and the User assumes sole control over their settings and User Content. User Content and conversations from the Minor period remain private to the User to the same extent they were configured under the Minor account.
The Service offers a free tier and one or more paid subscription tiers ("Premium") with additional features and capacity limits, as described in the Service.
Subscriptions are billed and managed through the Apple App Store or Google Play, depending on your device, and are subject to the applicable platform's terms. We do not collect or process your payment-card information; your applicable platform does.
Subscriptions are purchased at the Circle level, not per individual, and govern feature access for all members of that Circle. The User who completes the purchase (the "Subscriber") need not be the Circle Owner, but the Subscriber becomes the billing contact and remains responsible for fees for such Subscriptions.
Minor accounts may not initiate purchases. Subscription billing is the responsibility of an adult Subscriber in the Circle.
Your subscription automatically renews at the end of each billing period unless you cancel at least 24 hours before the renewal date, through your device's subscription-management settings. Cancellation takes effect at the end of the then-current billing period. You will retain Premium access through that period's end date, after which the Circle reverts to the free tier without loss of existing User Content.
All purchases are processed by Apple or Google. Refund requests must be directed to the applicable platform under its refund policies. We do not directly issue refunds for in-app purchases, except where required by applicable law. Where required by applicable consumer-protection law, additional refund rights may apply. Contact us at [support@memily.com] to invoke them.
We may change subscription pricing prospectively. Material price increases for an existing subscription will be communicated in advance, with the option to cancel before the increase takes effect.
Premium subscribers may download a copy of their User Content as described in the Service. Downloaded files are your responsibility to store securely. We are not responsible for User Content after it leaves the Service.
By creating an Account, you agree to receive operational communications from us regarding your account, billing, security, and legal matters. Other notifications (push, SMS, email, and in-app) are configurable in your account settings. Standard message and data rates may apply to SMS notifications, which are available only after you verify your phone number; reply STOP to opt out at any time. Opting out of a particular channel does not affect operational notifications, which we may continue to send through other channels.
Our collection, use, and disclosure of information is described in our Privacy Policy, which is incorporated into these Terms by reference. Please review it carefully.
Memily is designed to be a private space for family memories. We prioritize our responsibility to protect your User Content from government access that is not legally required. Memily will manage any government request for information as outlined in the Privacy Policy. A summary of Memily's government access framework is included below:
It is Memily's policy to require a valid search warrant supported by probable cause before voluntarily producing your User Content in response to government demands. Memily will not voluntarily disclose your User Content to any law enforcement agency or government entity without valid legal process. We do not respond to informal requests, administrative letters, or other government communications that do not constitute legally enforceable process. We may disclose User Content without prior legal process only where we have a good-faith belief that an emergency involving imminent risk of death or serious physical injury requires it.
Memily reviews the legality of all requests for user account information before producing any information to the requester. Where we believe legal process is legally deficient or overly broad, we will seek to challenge or narrow it through available legal means before producing User Content. This reflects our commitment to your privacy; it does not guarantee any particular outcome, and Memily will comply with legal process that has been lawfully issued and upheld by a court.
Where permitted by applicable law and not prohibited by a court order, Memily will endeavor to notify you before producing your User Content in response to legal process. We cannot notify you when we are legally prohibited from doing so, such as when a court has issued a legally-valid non-disclosure order. Where we receive such an order, we will assess its legal sufficiency and seek to modify or limit it where we have a good-faith basis to do so.
Nothing in this Section limits Memily's obligations to report apparent child sexual abuse material to the NCMEC under applicable law or Memily's discretion to report credible threats of imminent harm to appropriate authorities as described in Section 12.
You may close your Account at any time through the Service's account settings. Closing your Account is processed as described in the Service, which may include a reversible deactivation period. Where you request permanent deletion, that action is irreversible. In such case, your User Content will be removed from every Circle it reached, your Archive and AI Conversations will be permanently destroyed, and your Account record will be removed, subject to any retention required by applicable law or described in our Privacy Policy.
We may suspend or terminate your Account for violation of these Terms, fraud or abuse, activity that endangers other Users, prolonged inactivity (with prior notice where practicable), as required by law, or because we permanently discontinue the Service. Where reasonable and lawful, we will provide notice and an opportunity to export your data before termination takes effect.
A User may designate a "Legacy Contact" within account settings to receive limited, defined access to the account's Circle content following the User's death.
If a User passes away without a designated Legacy Contact, we will, upon receipt of appropriate documentation (such as a death certificate and evidence of legal authority, to the extent required by applicable law), convert the account to an archived, view-only state accessible only to Circle members who already had access at the time of the User's death. We will not grant a new person access to previously private content solely on the basis of a death notification, absent legal authority to do so.
This Section is intended to operate consistently with applicable state law governing fiduciary access to digital assets and constitutes an "online tool" designation for purposes of such statutes where applicable.
Permanent deletion of a Minor's account is governed by Section 12.5.
Upon termination for any reason, your right to access the Service ends immediately. Sections that by their nature should survive termination, including Sections 6.2 (to the extent of authorized prior use) and Sections 18 through 25 will survive.
The Service, including its software, models, features, design, and all content we create (excluding User Content), and all aggregated analytics derived from Service operations, is owned by Memily or our licensors and is protected by intellectual property laws. "Memily" and the Memily logo are our trademarks; you may not use them without our prior written consent. Except for the limited rights expressly granted to you to use the Service, no rights are granted to you by implication or otherwise.
The Service relies on third-party providers, including cloud-hosting, AI-model, analytics, and payment providers, as well as the Apple App Store and Google Play. An up-to-date list of subprocessors is available in the Privacy Policy.
We remain responsible for providing the Service to you, subject to the disclaimers and limitations in Sections 21 and 22, notwithstanding our use of subprocessors to do so. We are not responsible for the acts or omissions of independent third-party platforms, including the Apple App Store and Google Play (see Section 20), or of any third-party service linked from or integrated with the Service that we do not operate or control. Your use of certain features may also be subject to a subprocessor's or third-party platform's own terms.
If you obtained the app through the Apple App Store, this Section supplements these Terms. This agreement is concluded between you and Memily only, and not with Apple; and Memily, not Apple, is solely responsible for the app and its content. Nothing in these Terms provides usage rules for the app that conflict with the Apple Media Services Terms and Conditions in effect as of the date you accepted these Terms.
Your license to use the app is limited to a non-transferable license to use the app on Apple-branded devices you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the app may be accessed and used by other accounts associated with you through Family Sharing or volume purchasing, where available.
Apple has no obligation to provide maintenance or support for the app. In the event the app fails to conform to any applicable warranty, you may notify Apple, and Apple's sole obligation will be to refund the purchase price, if any; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty are Memily's sole responsibility.
Memily, not Apple, is responsible for addressing any claims relating to the app or your possession or use of it, including product liability claims, any claim that the app fails to conform to an applicable legal or regulatory requirement, and claims arising under consumer protection, privacy, or similar legislation. Nothing in these Terms limits Memily's liability to you beyond what is permitted by applicable law.
In the event of any third-party claim that the app, or your possession and use of it, infringes that party's intellectual property rights, Memily, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of that claim.
You represent that you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.
Your use of the app must comply with any applicable third-party agreement to which you are a party (for example, your wireless data service agreement).
Questions, complaints, or claims regarding the app should be directed to Memily at [support@memily.com].
Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right to enforce these Terms against you as a third-party beneficiary.
If you obtained the app through Google Play, you also agree to the Google Play Terms of Service. These Terms remain solely between you and Memily. Google is not responsible for the Service, and Memily remains solely responsible for support and warranties (to the extent not disclaimed).
THE SERVICE, INCLUDING ALL AI FEATURES, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED CONTENT WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSES. WE DO NOT GUARANTEE THAT THE SERVICE WILL IDENTIFY EVERY INSTANCE OF RISK OR GUARDIAN INVOLVEMENT IN A SAFETY CONCERN OR OTHER CONCERNING CONDUCT DESCRIBED IN SECTION 12.3. MEMILY DOES NOT WARRANT THAT ITS SECURITY MEASURES WILL PREVENT ALL UNAUTHORIZED ACCESS, INCLUDING AS A RESULT OF SOPHISTICATED CRIMINAL ATTACKS OR CIRCUMSTANCES BEYOND MEMILY'S REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMILY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIABILITY LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Memily and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Service, (b) your User Content, (c) your violation of these Terms or any law, (d) your violation of any rights of another person, or (e) any misrepresentation regarding a Minor's age or your authority to consent on a Minor's behalf. If you are a Guardian who has invited a Minor under Section 3.3, this indemnification obligation extends to acts or omissions occurring under that Minor's Account.
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.
Before filing a claim, you agree to contact us at [legal@memily.com] with your name and a clear description of your concerns, and you agree to attempt in good faith to resolve the dispute informally for at least 60 days.
Any dispute not resolved informally will be resolved by binding, individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, with the arbitration seated in Dallas, Texas or another location required by applicable law. YOU AND MEMILY EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator's decision is final and may be entered in any court of competent jurisdiction.
The following claims are not subject to arbitration: (a) claims that qualify for small claims court; (b) claims for equitable relief to protect intellectual property or confidentiality, or to prevent harm; and (c) any claim that applicable law expressly forbids subjecting to arbitration. If a court holds the class-action waiver unenforceable as to any claim, that claim will be severed, and the remainder of this Section 24 remains in effect.
Where an Account is held by a Minor under Section 3.3, the Guardian who generated the invitation agrees to this Section 24, including the arbitration agreement and class action waiver, on the Minor's behalf, as set forth in Section 3.3(c).
You may opt out of this Section 24 within 30 days of first accepting these Terms by emailing [legal@memily.com] with the subject "Arbitration Opt-Out," including your name, the email associated with your Account, and a clear statement that you opt out.
Subject to the exceptions above, the state and federal courts located in Dallas, Texas have exclusive jurisdiction over any dispute not subject to arbitration.
We may update these Terms from time to time. If we make material changes, we will provide notice, such as an in-app or on-Site notification or email, at least 30 days before the changes take effect, or such shorter period as the nature of the change requires. If you do not agree, you must stop using the Service. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.
These Terms and our Privacy Policy constitute the entire agreement between you and Memily regarding the Service, superseding any prior agreements.
If any provision is found unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
Our failure to enforce any provision is not a waiver of our right to do so later.
You may not assign these Terms without our written consent. We may assign these Terms, in whole or in part, at any time and without your consent, including in connection with a merger, acquisition, reorganization, financing, or sale of assets. We will provide notice of an assignment as described in Section 26.6 where required by applicable law.
We are not liable for delays or failures caused by events beyond our reasonable control.
We may provide notices to you via the Service, your account email, or other reasonable means. Notices to us must be sent to [legal@memily.com] and Memily, Inc., 7150 Skillman Street, Suite 160, #186, Dallas, Texas 75231.
You represent that your use of the Service complies with applicable export-control and sanctions laws, including those of the United States.
Except as expressly provided in Section 20, there are no third-party beneficiaries to these Terms.
Questions about these Terms? Contact us at [support@memily.com].
