Memex Platform Terms and Conditions

These Memex Platform Terms and Conditions (these "Terms") are entered into as of the Effective Date between Atlas Futures, Inc. d/b/a Memex ("Memex", "us" or "we") and the individual placing an order for or accessing any Services ("Subscriber" or "you"). Memex and Subscriber are each a "Party" and together the "Parties." These Terms apply only to individual subscriptions to the Services for personal use. Capitalized terms not defined in context have the meaning given in Section 1 below.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING "I ACCEPT" WHEN REGISTERING FOR THE SERVICES, OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.

1. Definitions

1.1. "AI Features" means any features and/or functionality of the Services powered by artificial intelligence (including machine learning).

1.2. "Application" means any downloadable application associated with the Services.

1.3. "Beta Services" means services or features identified as "alpha," "beta," or "evaluation," or words or phrases with similar meanings.

1.4. "Content" means all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services and the Website.

1.5. "Documentation" means any documentation provided or made available by Memex to Subscriber under these Terms concerning use of the Services.

1.6. "Effective Date" means the earlier of: (a) the date Subscriber first accesses the Services; or (b) the date Subscriber registers to use the Services.

1.7. "Memex Technology" means, individually or collectively, the Services, AI Features, the Documentation, the Application, the Website, the Content, and any other software, technology, or data provided by Memex to Subscriber, including any Updates to these items.

1.8. "Services" means Memex's AI-assisted software code generation platform, as further described at the Website.

1.9. "Subscriber Data" means text, communications, or other data uploaded to or transmitted through the Services by Subscriber.

1.10. "Third-Party Technology" means any software, source code, object code, models, processes, methods, algorithms, inventions, APIs, SDKs, or other technology which is not owned by Memex.

1.11. "Updates" means periodic enhancements, updates, new features, new functionalities, or other improvements or changes to the Services or any other Memex Technology.

1.12. "Website" means memex.tech.

2. Grant of Rights and Restrictions

2.1. Right to Use Services. Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Memex hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the applicable Subscription Period (defined in Section 4.4 below) to use and access the Services for Subscriber's personal, non-commercial use. The grant of rights to the Services is personal to you and you may not share its access rights and/or credentials with any other individual.

2.2. License to Documentation. Memex hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable, revocable, and royalty-free license during the applicable Subscription Period to use, copy, and reproduce Documentation as reasonably necessary to support Subscriber's use of the Services.

2.3. License to Application. Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Memex hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free, revocable license during the applicable Subscription Period (defined in Section 4.4 below) to install and use one object code copy of the Application on Subscriber's personal computer for Subscriber's personal, non-commercial use.

2.4. Right to Use Website. Subject to your strict compliance with these Terms, Memex hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the Term to use and access the Website for Subscriber's personal, non-commercial use.

2.5. Registering an Account; Login Credentials. Notwithstanding anything to the contrary, in order to use the Services, you must register and maintain an account with Memex. In registering an account, you will be asked to provide a valid name and e-mail address. You are responsible for keeping your account registration information current and may update this through the Services. Subscriber will be solely responsible for securing and keeping confidential any login credentials for the Services ("Access Credentials") and will immediately notify Memex of any unauthorized use or disclosure of Access Credentials.

2.6. Eligibility. By registering to use the Services, you represent and warrant to Memex that you are at least 18 years old. If you are not 18 years old, you are not authorized to use the Services, you must immediately cease all use of the Services, and these Terms are hereby automatically terminated.

2.7. Restrictions. Other than as expressly authorized in these Terms, the rights and licenses granted to Subscriber in this Section 2 do not include any right to, and you will not, and will not permit anyone to, do any of the following: (a) modify, translate, or create a derivative work of any portion of the Memex Technology; (b) sell, lease, loan, provide, distribute or otherwise transfer any portion of the Memex Technology to any third-party; (c) reverse engineer, disassemble, or otherwise attempt to gain access to the source code of Memex Technology; (d) display or disclose any portion of the Services or the Application to any other person; (e) remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the Services or the Application; or (f) permit or cause any third-party to do any of the foregoing.

2.8. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

In any way that violates any applicable federal, state, local or international law or regulation.
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
To impersonate or attempt to impersonate Memex, a Memex employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by Memex, may harm Memex or users of the Services or expose them to liability.

Additionally, you agree not to:

Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.

2.9. Feedback. If you provide any feedback, suggestions, or comments ("Feedback") to Memex concerning the functionality and performance of any portion of the Services or Website (including identifying potential errors and improvements), Memex will be free to use that Feedback for any purpose without payment or restriction.

2.10. Changes to the Services. Memex may modify the Services from time to time through periodic Updates. Memex reserves the right to charge additional fees for Updates that add material new modules, features, or functionality (provided that Subscriber is not obligated to purchase those features unless agreed by Subscriber, including upon renewal of the next Subscription Period (as defined in Section 4.4)).

3. Maintenance and Support

3.1. Support Services. Memex will use its commercially reasonable efforts to provide Subscriber with technical support for the Services during the Term. Support inquiries should be directed to help@memex.tech. While Memex generally maintains support hours between 9am – 5pm ET, Memex does not guarantee that support will always be available. Additionally, Memex does not guarantee that any support will resolve Subscriber's problems. Additional support services may be available and may be purchased by Subscriber.

4. Subscription Pricing and Payment

4.1. General. Use of the Services, or certain features of the Services, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. dollars and are non-refundable, except as required by law.

4.2. Price. Memex reserves the right to determine pricing for the Services. Memex will make commercially reasonable efforts to keep pricing information published on the Services up to date. Memex may change the fees for any feature of the Services, including by adding additional fees or charges, if Memex gives you advanced notice of charges before they apply. Memex may, at its sole discretion, make promotional offers with different features and different pricing to any of Memex's customers. These promotional offers, unless made to you, will not apply to you or these Terms.

4.3. Authorization. Memex currently uses the third-party payment processor Lemon Squeezy ("Lemon Squeezy"), but we may direct you to use a different payment processor at our sole discretion (Lemon Squeezy, or another designated payment processor, the "Payment Processor"). Payments you make through the Services are processed by the Payment Processor and may be subject to additional terms. You authorize Memex and the Payment Processor to charge all sums for the orders you make, including all applicable taxes, to the payment method specified in your account. Memex and/or the Payment Processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.4. Subscription Fees. The Services may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Services"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Services or the date when your Trial Period (defined in Section 4.7 below) ends. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (this period the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration of the Initial Subscription Period (the Initial Subscription Period and every renewal period are each referred to as a "Subscription Period") unless you cancel the Subscription Service or we terminate it. For information on our current subscription fees ("Subscription Fees"), please see our pricing page at memex.tech/pricing. If you activate a subscription, then you authorize Memex or its Payment Processor to periodically charge, on a going forward basis and until cancellation of the Subscription Service or these Terms, all accrued sums. You account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account.

4.5. Credits. As detailed on our pricing page at memex.tech/pricing, your use of certain generative-AI aspects of Services may be limited to a certain number of credits for generation ("Credits"). Memex may, at its discretion, add Credits to your balance, or create other incentives with regard to Credits. Additional Credits may be purchased for a fee ("Additional Credits"). Any Credits purchased during a Subscription Period must be used within such Subscription Period. No unused Credits will roll over to the next Subscription Period. Further, all Credits are non-refundable. Credits are non-transferable. Upon termination or expiration of these Terms, you will forfeit your Credit balance. Credits have no cash-value equivalent and may not be redeemed for cash or a credit against Subscription Fees.

4.6. Refunds. Except as otherwise expressly provided for in these Terms or required by law, all payments made for Subscription Services, once paid, are non-refundable, and there are no refunds or credits for partially used period.

4.7. Free Trials. Memex may make the Services or certain features of the available on a trial basis (at its sole discretion ("Free Trial")) for a trial period designated by Memex (the "Trial Period"). The Free Trial will automatically terminate at the end of the Trial Period. Notwithstanding anything to the contrary, Free Trials are provided as-is without any warranty of any kind, express or implied. Memex will have no obligation to maintain, correct, update, or otherwise support Free Trials and may discontinue Free Trials at any time with or without notice. Upon expiration of the Trial Period, the Initial Subscription Period will automatically begin unless you terminate the Subscription Service prior to the end of the Trial Period in accordance with Section 4.4.

4.8. Taxes. Other than net income taxes imposed on Memex, Subscriber will bear all taxes, duties, and other governmental charges resulting from these Terms. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Memex after all of those taxes are paid are equal to the amounts that Memex would have been entitled to in accordance with these Terms as if the taxes did not exist.

5. Ownership and Intellectual Property

5.1. Memex Technology. Memex owns, and will retain ownership of, all right, title, and interest, including intellectual property rights, in and to the Memex Technology. Except for the limited licenses and rights granted in Section 2, nothing herein grants to Subscriber, or should be construed to grant to Subscriber, any right, title, or interest in or to the Memex Technology.

5.2. Subscriber Data. As between Memex and you, you will be the exclusive owner of all Subscriber Data. You will comply with all applicable legal requirements, including obtaining prior consent or licenses if necessary, when transferring or otherwise making available Subscriber Data to Memex to perform its obligations under these Terms. You are responsible for ensuring that you have, and will continue to have, the right to upload, or provide access to, the Subscriber Data to Memex to perform its obligations under these Terms.

5.3. Memex Data Usage.

5.3.1. Use of Subscriber Data. Except as otherwise permitted by these Terms, Memex will access and use Subscriber Data solely for purposes of providing the Services, delivering maintenance and support, and otherwise performing its obligations under these Terms. Memex's permitted use of Subscriber Data under this Section 5.3 includes the right for Memex to share Subscriber Data with its cloud service provider and other agents and subcontractors of Memex, solely for purposes of providing the Services.

5.3.2. Use of Usage Data. Memex may generate aggregate, deidentified data from your use of the Services and Subscriber Data ("Usage Data") and use it to operate, improve and support the Services and for other lawful business purposes, including benchmarking and reports. Any use or disclosure of Usage Data will not be identifiable to you or any other individual person.

5.4. Data Protection. For so long as Memex is in possession or control of any Subscriber Data, Memex will implement and maintain commercially reasonable and industry standard administrative, physical, and technical measures designed to protect Subscriber Data from any unauthorized access or use.

5.5. Privacy Policy. Please read the Memex Privacy Policy available at memex.tech/privacypolicy ("Privacy Policy") carefully for further information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by reference into, and made a part of, these Terms.

6. Generative AI Terms

6.1. Responsible Use. You agree to use the AI Features available on the Service in compliance with all applicable laws, statutes, and regulations. Without limiting the foregoing, you will not (and will not enable others to) use the AI Features: (a) generate any malicious or harmful applications, including any viruses or malware; (b) for the purposes of spreading verifiably false information with the purpose of harming others; (c) to create applications for the purpose of harming, harassing, or discriminating against individuals or groups; (d) for any use in any products where the malfunction or failure of that product could result in substantial property damage, or injury or death; or (e) for the development of any service or other offering that competes with or replicates the Services.

6.2. Output. Subscriber may submit Subscriber Data and other information (including by submitting queries or prompts) ("Input") to the AI Features and receive output, predictions, results, suggestions, or other content from the AI Features ("Output"). You hereby agree that Memex has right to use Inputs and/or Outputs to train and improve its AI Features. Subscriber may not publish, post or disseminate any Output, in any context, including without limitation articles and blogs, unless, before doing so, Subscriber has manually reviewed and validated for accuracy, modified (as needed) and approved any content containing AI Output.

6.3. Disclaimers Regarding AI. Due to the nature of the AI Features, Memex does not represent or warrant that: (a) any Output does not incorporate or reflect third-party content or materials; or (b) any Output will not infringe third-party intellectual property rights. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete, compliant, or current by Memex. Subscriber should independently review and verify all Outputs as to appropriateness for any or all use cases or applications. The Output may be generated in part by reliance on third-party large language models ("LLMs") and Memex cannot guarantee that the LLMs are up to date, complete, compliant, accurate, or appropriate for Subscriber's intended use. Subscriber is solely responsible for any Output and Subscriber's reliance on or use of any Output. THE AI FEATURES ARE PROVIDED "AS-IS" AND BY INSTALLING AND ACTIVATING THE APPLICATION AND THE AI FEATURES SUBSCRIBER ASSUMES ALL RISK IN CONNECTION WITH THAT USE, INCLUDING, WITHOUT LIMITATION, ANY RISK IN CONNECTION WITH ANY RELIANCE ON THE OUTPUT OR ANY ROUTINES, ACTIONS, OR PROCESSES THAT THE AI FEATURES MAY RUN OR PROVIDE AS OUTPUT ON SUBSCRIBER'S NETWORK OR SYSTEMS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, MEMEX'S AGGREGATE LIABILITY FOR THE AI FEATURES WILL NOT EXCEED $100.

7. Term and Termination; Suspension

7.1. Term. These Terms commence on the Effective Date and continue until the expiration of all active Subscription Periods or Trial Periods, unless terminated earlier in accordance with these Terms (the "Term").

7.2. Termination. Either Party may terminate these Terms if the other Party: (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after written notice of that breach; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, creditors' arrangement, or comparable proceeding that is not dismissed within 60 days.

7.3. Termination for Convenience. Memex may terminate these Terms at any time for convenience upon written notice to you, provided that Memex will issue you a pro-rata refund of any pre-paid, unused Subscription Fees for your currently active Subscription Period (for clarity, excluding any payments for Additional Credits).

7.4. Effect of Termination. Upon expiration or termination of these Terms, the Parties agree that: (a) all active Subscription Periods will immediately terminate; (b) Subscriber's rights to the Services, the Documentation, the Application, and other Memex Technology will immediately terminate; and (c) each Party will return to the other Party (or upon the other Party's request, destroy) all Confidential Information of the other Party in its possession or control.

7.5. Suspension Rights. Memex reserves the right, in its sole discretion, to immediately suspend your use of and access to the Services if: (a) Memex believes your use of the Services threatens the integrity or security of the Services or interferes with any other user's use of the Services; (b) Memex believes you are violating the restrictions in Sections 2.7 or 2.8; or (c) if you are more than five days past due on any payment (including if your method of payment has been rejected or declined by the Payment Processor). Memex will promptly restore your access to the Services once the condition giving rise to the suspension has been remedied or has otherwise abated. If the condition giving rise to the suspension lasts more than 30 days, Memex may immediately terminate these Terms.

7.6. Survival. The following Sections will survive any termination or expiration of these Terms: 2.7, 2.8, 2.9, 2.11, 4.6, 4.8, 5.1, 5.2, 5.3.2, 6, 7.4, 7.6, 8, 9.5, 9.6, 10, 11, and 13.

8. Confidentiality

8.1. Confidential Information: Information disclosed by one Party to the other, directly or indirectly, that is designated as confidential or proprietary, or reasonably appears to be confidential. Subscriber Data is Confidential Information of Subscriber and Usage Data is Confidential Information of Memex.

8.2. Exclusions: Confidentiality obligations do not apply to information that:

8.2.1. Was publicly known prior to disclosure;
8.2.2. Becomes publicly known after disclosure through no fault of the Receiving Party;
8.2.3. Was already in the Receiving Party's possession without restriction;
8.2.4. Is obtained from a third-party without breach of confidentiality;
8.2.5. Is independently developed without use of the Disclosing Party's Confidential Information.

8.3. Non-Use and Non-Disclosure: Receiving Party will not use Confidential Information except to perform its obligations under these Terms. Receiving Party will not disclose Confidential Information to third-parties or employees without a need to know. Receiving Party will not reverse engineer Confidential Information. Receiving Party may disclose Confidential Information if required by law, with notice to the Disclosing Party.

8.4. Maintenance of Confidentiality: Receiving Party will take reasonable measures to protect Confidential Information, at least equal to measures taken to protect its own Confidential Information. Employees with access to Confidential Information must sign a non-disclosure agreement.

8.5. Return of Materials: Upon termination, Receiving Party will return or destroy all Confidential Information of the Disclosing Party.

8.6. Remedies: Each Party acknowledges that violation of this section may cause irreparable injury, entitling the other Party to seek injunctive relief in addition to legal remedies.

9. Warranties and Disclaimer

9.1. Mutual Warranties. Each Party represents and warrants to the other that:

9.1.1. These Terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against that Party in accordance with its terms;
9.1.2. No authorization or approval from any third-party is required in connection with that Party's execution, delivery, or performance of these Terms.

9.2. Memex Additional Warranties. Memex represents and warrants that the Services will be materially as described in the Documentation and Memex will not materially decrease the overall functionality of the Services during a Subscription Period (the "Performance Warranty").

9.3. Remedies for Memex Warranties. Memex will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Subscriber. If Memex fails to do so within 60 days after Subscriber's warranty report, then either Party may terminate these Terms. To receive these remedies, Subscriber must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Services. The procedures in this Section 9.3 are Subscriber's exclusive remedies and Memex's sole liability for breach of the Performance Warranty.

9.4. Subscriber Additional Warranties. Subscriber represents and warrants to Memex that:

9.4.1. It will use the Services in compliance with all applicable laws;
9.4.2. It has all necessary rights, consents, and authorizations to provide the Subscriber Data to Memex.

9.5. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 9, MEMEX MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. MEMEX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND ACCURACY. MEMEX DOES NOT WARRANT THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME FOR SUBSCRIBER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, MEMEX DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. THE WARRANTIES IN THIS SECTION 9 DO NOT APPLY TO ANY THIRD-PARTY TECHNOLOGY.

9.6. Beta Services. Subscriber may choose to use Beta Services (e.g. as part of a "private preview") in its sole discretion. Notwithstanding anything to the contrary in these Terms or otherwise:

9.6.1. Beta Services may not be supported and may be changed or terminated at any time without notice;
9.6.2. Beta Services may not be as reliable or available as the Services;
9.6.3. Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services;
9.6.4. Beta Services constitute Memex's Confidential Information;
9.6.5. BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND MEMEX'S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (U.S. $50).

10. Indemnification

10.1. Indemnification by Memex. Memex will defend Subscriber from and against any third-party claim alleging that the Services, when used by Subscriber as permitted under these Terms, infringes or misappropriates a third-party's U.S. patents or copyrights (each, an "Infringement Claim"), and will indemnify and hold harmless Subscriber against any damages and costs awarded against Subscriber (including reasonable attorneys' fees) or agreed in a settlement by Memex resulting from the Infringement Claim.

10.2. Indemnification by Subscriber. Subscriber will defend Memex from and against any third-party claim resulting from: (a) a breach of any material provision of these Terms; (b) violation of any applicable law in connection with its use of the Services; (c) the use of any programs, applications, Output, or other work product resulting from Subscriber's use of the Services; or (d) any failure to obtain the necessary consents, authorizations, or legal rights when collecting Subscriber Data or sending Subscriber Data to Memex, and will indemnify and hold harmless Memex against any damages and costs awarded against Memex (including reasonable attorneys' fees) or agreed in a settlement by Subscriber resulting from these claims.

10.3. Procedures. For purposes of these Terms, "Indemnified Party" means a Party entitled to indemnification under this Section 10 and "Indemnifying Party" means a Party obligated to provide indemnification under this Section 10. The Indemnifying Party's obligations under this Section 10 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the Indemnified Party (at the Indemnifying Party's cost and expense). The Indemnifying Party may not settle any claim without the Indemnified Party's prior written consent if that settlement imposes any non-monetary obligation on the Indemnified Party. The Indemnified Party may participate in a claim with its own counsel at its own expense.

10.4. Mitigation. In response to any actual or reasonably anticipated Infringement Claim, Memex may at its option: (a) procure rights for Subscriber's continued use of the Services, as applicable; (b) replace or modify the allegedly infringing portion or the Services to make it non-infringing; or (c) if the foregoing options are not commercially practicable, terminate these Terms.

10.5. Exceptions. Notwithstanding anything to the contrary, Memex's obligations in this Section 10 do not apply: (a) to infringement or misappropriation resulting from Subscriber's modification of the Services or use of the Services with any technology not provided or authorized by Memex; (b) to unauthorized use of the Platform; (c) to any Subscriber Data; (d) to any Input or Output; or (e) if Subscriber settles or makes any admissions about a claim without Memex's prior written consent.

10.6. Exclusive Remedy. This Section 10 sets out Subscriber's exclusive remedy and Memex's entire liability regarding infringement or misappropriation of third-party intellectual property rights by the Memex Technology.

11. Limitations of Liability

11.1. Disclaimer of Consequential Damages. MEMEX WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, OR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

11.2. Monetary Cap on Direct Damages. MEMEX'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS) WILL NOT EXCEED IN AGGREGATE THE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO MEMEX PURSUANT TO THESE TERMS DURING THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE TERMS.

11.3. Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MEMEX TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION 11.3 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

12. Modification of Terms

12.1. Changes to Terms. Memex may, from time to time, modify these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing subscribers, material revisions will be effective 30 days after notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, you may terminate these Terms at any time within the 30-day period after we provide you notice of the modified Terms by notifying us at help@memex.tech, in which case you will be entitled to a refund of any pre-paid, unused Subscription Fees for the time period remaining in the Subscription Period.

13. Miscellaneous

13.1. E-Mail Communications. We may send you emails concerning our products and services, as well as those of third-parties. You may opt out of promotional emails by following the unsubscribe instructions in the e-mail itself.

13.2. Independent Contractors. The relationship of the Parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either Party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other.

13.3. Non-Assignability. These Terms may not be assigned by you without the prior written consent of Memex. Any purported assignment in violation of this Section 13.3 is void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the Parties and their successors and assigns.

13.4. Governing Law; Jurisdiction. These Terms are governed by and construed in accordance with the laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Any disputes arising from or related to these Terms will be instituted exclusively in the state and federal courts located in Williamson County, Tennessee, and each Party irrevocably submits to the exclusive jurisdiction of those courts in any applicable suit, action, or proceeding.

13.5. Notices. Memex may give general notices related to the Services that are applicable to all customers by email or through the Services. All other notices required to be sent under these Terms will be in writing and will be effective upon: (i) personal delivery, or (ii) the second business day after mailing, in each case addressed as follows: if to 99 E Main St Suite 200, Franklin, TN 37064, United States to the attention of Legal Department, and, if to Subscriber, to Subscriber's physical or e-mail address on record in Memex's account information, or to any other address as the Parties may specify from time to time by written notice to the other Party.

13.6. Subcontractors. Memex is permitted to use subcontractors to perform any part of its obligations under these Terms, but Memex remains responsible for any action or inaction by those subcontractors that, if it were attributable to Memex, would be a breach of these Terms.

13.7. Force Majeure. Performance of either Party (except for Subscriber's inability to pay applicable fees) will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.

13.8. Export Compliance. Subscriber will comply with all relevant U.S. and foreign export and import laws in using the Services and other materials received from Memex in connection with these Terms. Subscriber: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in a country that is subject to a U.S. government embargo; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction, and (c) will not submit any Subscriber Data or other information to Memex or the Services that is controlled under the U.S. International Traffic in Arms Regulations.

13.9. Government Rights. To the extent applicable, the Services is "commercial computer software" or a "commercial item" for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Services is governed solely by these Terms, and all other use is prohibited.

13.10. Waiver and Severability. The waiver by either Party of any breach of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under these Terms will not be a waiver of that Party's right to demand strict compliance in the future. If any part of these Terms are unenforceable, the remaining portions of these Terms will remain in full force and effect.

13.11. Entire Agreement. These Terms, along with the Privacy Policy, constitute the final and complete expression of all agreements between these Parties and supersedes all previous oral and written agreements regarding these matters.