Terms of Service

1. Acceptance of Terms

By accessing, creating an account, or using Memorra ("the Service", "we", "us", or "our"), you agree to be legally bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, you must immediately stop using the Service. We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the effective date above. Your continued use of the Service after any change constitutes your acceptance of the revised Terms.

2. Description of Service

Memorra is a software-as-a-service (SaaS) platform that provides AI-assisted event planning tools including guest management, vendor discovery, budgeting, invitation design and delivery, seating, scheduling, and related features.

The Service is provided for informational and organizational purposes only. Memorra is not a licensed event planning agency, legal advisor, financial advisor, or any other type of professional service. Nothing within the Service constitutes professional advice of any kind.

3. Eligibility and Accounts

You must be at least 18 years old to use the Service. By using the Service you represent and warrant that you meet this requirement.

You are responsible for providing accurate account information and for maintaining the confidentiality of your login credentials. You are solely responsible for all activity that occurs under your account. You agree to notify us immediately at support@memorra.app of any suspected unauthorized access.

We reserve the right to refuse registration or terminate accounts at our sole discretion.

4. Subscriptions, Billing, and No-Refund Policy

Memorra offers a free tier with limited features and paid subscription tiers billed on a monthly or annual basis. All payments are processed by Stripe, Inc. Your card information is handled entirely by Stripe and never stored on Memorra servers.

Paid subscriptions renew automatically at the end of each billing period unless cancelled prior to renewal. You may cancel at any time from your account billing settings. Cancellation takes effect at the end of your current paid billing period; you will retain access to paid features until that date.

All payments are final and non-refundable. We do not offer refunds, credits, or prorations for any reason, including but not limited to: unused portions of a subscription period, downgrading to a lower tier, account termination (whether voluntary or by Memorra), dissatisfaction with the Service, or inability to access the Service due to circumstances outside our control. By subscribing you acknowledge and agree to this no-refund policy.

We reserve the right to change our pricing and subscription plans at any time with at least 14 days' advance notice. Your continued use of a paid subscription after a price change takes effect constitutes acceptance of the new price.

5. AI Features and No Guarantees on Outputs

Memorra's AI features are powered by Anthropic's Claude API. When you interact with AI tools, your inputs and relevant event context are transmitted to Anthropic for processing. Anthropic's own privacy policy governs their handling of that data.

AI-generated content — including vendor suggestions, budget recommendations, guest seating arrangements, invitation copy, planning timelines, and any other outputs — is provided for informational and organizational assistance only. We make no warranty that AI outputs are accurate, complete, appropriate, or suitable for your specific circumstances. You assume all risk arising from your reliance on AI-generated content.

You must independently verify any vendor details, pricing, availability, legal requirements, contractual terms, or financial decisions before acting on them. Memorra is not liable for any loss, cost, or damage resulting from your reliance on AI-generated content.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation
• Upload, transmit, or generate content that is harmful, offensive, defamatory, obscene, or infringes any third-party rights
• Collect or store personal data about others without appropriate legal basis or consent
• Reverse-engineer, decompile, scrape, or probe the Service's systems, APIs, or infrastructure
• Attempt to gain unauthorized access to any part of the Service or its related systems
• Use AI features to generate spam, phishing communications, or misleading content
• Resell, sublicense, or commercially exploit the Service without our express written consent

We reserve the right to suspend or terminate your access immediately and without notice for any violation of this section.

7. Your Content

You retain ownership of all content you submit to the Service, including event data, guest information, uploaded files, and similar materials ("Your Content"). By using the Service you grant Memorra a non-exclusive, worldwide, royalty-free licence to store, process, and display Your Content solely as necessary to provide the Service to you.

You represent and warrant that you have all necessary rights to upload Your Content, including any personal data of third parties (such as your guests), and that doing so does not violate any applicable law or third-party rights.

You are solely responsible for the accuracy, legality, and appropriateness of Your Content. Memorra does not review or verify user-submitted content and assumes no responsibility for it.

8. Third-Party Services

The Service integrates with third-party providers including Anthropic, Stripe, Supabase, and Resend. These providers have their own terms and privacy policies which govern their services. Memorra is not responsible for the availability, accuracy, content, or practices of any third-party service.

Vendor information surfaced through AI-powered search is generated by AI and not independently verified by Memorra. You are responsible for conducting your own due diligence before engaging any vendor.

9. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please read it carefully.

10. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. To the fullest extent permitted by applicable law, Memorra expressly disclaims all warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the Service or any server that makes it available is free of viruses or harmful components; (d) AI-generated content will be accurate, complete, or suitable for your needs.

Some jurisdictions do not allow exclusion of implied warranties; in such jurisdictions the above exclusions apply to the fullest extent permitted by law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEMORRA, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to: loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, or cost of substitute services — even if Memorra has been advised of the possibility of such damages and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Without limiting the foregoing, Memorra shall not be liable for any damages arising from: (a) your use of or inability to use the Service; (b) unauthorized access to or alteration of your data; (c) statements or conduct of any third party; (d) vendor interactions or contracts entered into based on Service content; (e) AI-generated outputs; (f) events outside our reasonable control.

IN NO EVENT SHALL MEMORRA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU PAID TO MEMORRA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (ii) USD $50.

12. Indemnification

You agree to indemnify, defend, and hold harmless Memorra and its owners, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; (d) your violation of any applicable law or third-party rights; or (e) any event you plan using the Service.

13. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except that either party may bring a claim in small claims court for disputes within the applicable threshold.

CLASS ACTION WAIVER: You waive any right to bring or participate in any class action, collective action, or representative action against Memorra. All claims must be brought in your individual capacity only.

You agree to attempt informal resolution by emailing support@memorra.app with the nature of your Dispute before initiating arbitration. If we cannot resolve it within 30 days, either party may commence arbitration.

14. Termination

We may suspend or terminate your account at any time and for any reason, including violation of these Terms, without prior notice and without liability to you. Upon termination, your right to use the Service ceases immediately.

You may close your account at any time from account settings. Upon account deletion, your data will be removed within 30 days, except where retention is required by law or legitimate business purposes. No refund will be issued upon termination.

15. Governing Law

These Terms and any Dispute shall be governed by the laws of the State of Arizona, USA, without regard to its conflict of law provisions. For any matter not subject to arbitration, you consent to the exclusive jurisdiction and venue of state and federal courts located in Arizona.

16. General

These Terms constitute the entire agreement between you and Memorra regarding the Service and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any right or provision does not constitute a waiver of that right.

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations freely.

17. Contact

Questions about these Terms? Contact us at support@memorra.app.