Terms of Service

Effective Date: July 2025

These Terms of Service ("Terms") govern your access to and use of the Memno application, website, and related services (collectively, the "Services") provided by Quence Inc., a Canadian corporation ("Company," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

1. Acceptance of Terms

By accessing or using the Services, you represent and warrant that you are at least 13 years of age and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Memno is an AI-powered personal assistant service that provides document storage, information retrieval, task automation, and communication assistance features. The Services are provided "as is" and "as available" without warranties of any kind.

3. Account Registration and Security

3.1 Account Creation

You must create an account to use certain features of the Services. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for any reason, including violation of these Terms, without prior notice or liability.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in compliance with all applicable laws and regulations.

4.2 Prohibited Uses

You agree not to:

  • Use the Services for any illegal or unauthorized purpose

  • Upload, store, or transmit any content that infringes intellectual property rights

  • Upload malicious code, viruses, or any files designed to interrupt, destroy, or limit functionality

  • Attempt to gain unauthorized access to any portion of the Services or any other systems

  • Use the Services to harass, abuse, defame, or threaten others

  • Engage in any activity that disrupts or interferes with the Services

  • Reverse engineer, decompile, or disassemble any portion of the Services

  • Remove or alter any proprietary notices or labels

  • Use the Services to develop competing products or services

  • Share account credentials or allow unauthorized access to your account

4.3 Fair Use Policy

The Services are designed for individual professional and personal use. Excessive use that impacts service quality for other users or that suggests commercial exploitation may result in account limitations or termination. Fair use includes:

  • Reasonable document storage for personal or professional reference

  • Normal frequency of queries and interactions consistent with individual use

  • Communication features used for legitimate personal or business purposes

Prohibited excessive use includes but is not limited to:

  • Automated or programmatic access beyond normal human usage patterns

  • Bulk processing operations designed to exploit computational resources

  • Storage of data unrelated to personal or professional productivity

  • Commercial resale or redistribution of Services functionality

5. Content and Intellectual Property

5.1 Your Content

You retain all rights to content you upload, submit, or transmit through the Services ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, process, store, and display such content solely for the purpose of providing the Services to you.

5.2 Company Intellectual Property

The Services, including all associated intellectual property rights, are and remain the exclusive property of the Company and its licensors. Nothing in these Terms grants you any right to use our trademarks, service marks, logos, domain names, or other distinctive brand features.

5.3 Feedback

Any feedback, suggestions, or ideas you provide about the Services may be used by us without any obligation to compensate you and without any restriction.

6. Privacy and Data Processing

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge and agree that your User Content will be processed using third-party AI services as described in our Privacy Policy.

7. Payment and Subscription Terms

7.1 Fees

Certain features of the Services require payment of fees. All fees are non-refundable except as required by law or as explicitly stated in these Terms.

7.2 Subscription Renewal

Subscriptions automatically renew unless cancelled before the renewal date. You may cancel your subscription at any time through your account settings.

7.3 Price Changes

We reserve the right to modify pricing with thirty (30) days' notice. Continued use after price changes constitutes acceptance of the new pricing.

8. Third-Party Services and Terms

8.1 Third-Party Integrations

The Services may integrate with or provide access to third-party services. Your use of such third-party services is governed by their respective terms and policies. We are not responsible for the content or practices of third-party services.

8.2 Third-Party Terms Compliance

You must comply with applicable third-party terms of agreement when using the Services. For example, you must not violate your wireless data service agreement when using the Services.

9. Disclaimers and Limitations of Liability

9.1 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.2 AI-Specific Disclaimers

You acknowledge that:

  • AI-generated responses may contain errors, inaccuracies, or inappropriate content

  • The Services should not be relied upon for medical, legal, financial, or other professional advice

  • We do not guarantee the accuracy, completeness, or usefulness of any AI-generated content

  • You are solely responsible for evaluating and verifying any output from the Services

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Your use of the Services

  • Your violation of these Terms

  • Your violation of any rights of another party

  • Your User Content

11. Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

11.2 Arbitration Agreement

ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES OF THE ADR INSTITUTE OF CANADA. THE ARBITRATION SHALL BE CONDUCTED IN MONTREAL, QUEBEC, AND THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

11.3 Class Action Waiver

YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

11.4 Injunctive Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Effective Date." Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Services.

13.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

13.4 Assignment

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

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

13.6 Export Compliance

You agree to comply with all applicable export and import laws and regulations in your use of the Services.

14. Apple App Store Terms

14.1 Acknowledgement

You and Quence Inc. acknowledge that these Terms are concluded between you and Quence Inc. only, and not with Apple, Inc. ("Apple"), and Quence Inc., not Apple, is solely responsible for the Services and the content thereof. These Terms do not provide for usage rules for the Services that conflict with the Apple Media Services Terms and Conditions.

14.2 Scope of License

The license granted to you for the Services is limited to a non-transferable license to use the Services on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Services may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

14.3 Maintenance and Support

Quence Inc. is solely responsible for providing any maintenance and support services with respect to the Services, as specified in these Terms or as required under applicable law. You and Quence Inc. acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

14.4 Warranty

Quence Inc. is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Quence Inc.'s sole responsibility.

14.5 Product Claims

You acknowledge that Quence Inc., not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. These Terms do not limit Quence Inc.'s liability to you beyond what is permitted by applicable law.

14.6 Intellectual Property Rights

You and Quence Inc. acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party's intellectual property rights, Quence Inc., not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

14.7 Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

14.8 Third Party Beneficiary

You and Quence Inc. acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

15. Contact Information

If you have questions about these Terms, please contact us at:

Quence Inc.
2261 Market Street Suite 85334
San Francisco, CA 94114

Email: legal@memno.ai

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