Terms and Conditions

Effective Date: 01.01.2025

These Terms and Conditions ("Terms") govern your use of the website www.memesisai.com and the AI Agents, robotic process automation (RPA) and related services provided by MemesisAI SRL ("MemesisAI", "we", "us", or "our").

By accessing or using our Services, you ("Client", "you") agree to these Terms. If you do not agree, do not use our Services.

1. Definitions

Services: the website, software, connectors, tools and RPA solutions provided by MemesisAI.

Client Data: all information, data, content, or materials submitted by you or generated by your use of the Services (excluding feedback).

Authorized User: person(s) authorized by Client to access the Services.

Web Scraping Services: automated extraction of publicly available or client-authorized online data performed on behalf of the Client.

Third-Party Technology: any external software, platform, application, or service (e.g., CRM, ERP) that interfaces or is used together with our Services.

2. Registration, Accounts & Security

• You will create an account with secure credentials.
• You are responsible for safeguarding your credentials and for all actions performed via your account or Authorized Users.
• Notify us promptly of unauthorized use or security breach.
• We will use industry-standard security practices but do not guarantee absolute security.

3. License, Use & Restrictions

Subject to these Terms and payment, we grant you a limited, non-exclusive, non-transferable license (no sublicense rights) to use the Services for your internal business use.

You may not:

1. reverse engineer, decompile, disassemble, or derive source code;
2. sublicense, lease, rent, distribute, or resell the Services;
3. remove proprietary notices or replicate proprietary portions;
4. use Services in violation of law or to harm others;
5. exceed authorized usage limits.

4. Client Obligations

• Provide accurate and timely information needed for providing the Services;
• Cooperate and give access to systems, staff, infrastructure;
• Ensure your use of Services complies with applicable laws and third-party technology terms;
• Be responsible for your Authorized Users' compliance with these Terms.

5. Third-Party Services & External Links

• Our Services may interact with or depend on Third-Party Technology. We do not guarantee performance, security or compliance of third-party services.
• You must have valid rights to use those third-party services and comply with their terms.
• Our website may link to external sites. We do not control them and are not responsible for their content or practices.

6. Client Data & Processing License

• You retain ownership of all Client Data.
• You grant us a limited, non-exclusive license to access, store, reproduce, process, and transmit Client Data solely to deliver and support the Services.
• We will treat Client Data as confidential and will not use or share it except as permitted under these Terms or the Privacy Policy.
• In case of data loss, our efforts to restore from backups (if available) will be our sole liability regarding that loss.

7. Artificial Intelligence Outputs Disclaimer

Certain Services may rely on third-party AI technologies (such as large language models or machine learning systems operated by third-party providers). Any results, predictions, or insights generated through these technologies (“AI Outputs”) are provided on an “as is” basis.

• MemesisAI does not control or operate these AI models and makes no warranties regarding the accuracy, completeness, or reliability of AI Outputs.
• You are solely responsible for reviewing and validating AI Outputs before relying on them for business or legal purposes.
• Your use of AI-powered Services is also subject to the terms, policies, and acceptable use restrictions of the relevant AI providers.

8. Web Scraping Compliance

• Web Scraping Services will only be performed on publicly available or Client-authorized data sources.
• You are solely responsible for ensuring that requested scraping activities comply with applicable laws, website terms of use, and intellectual property rights.
• MemesisAI disclaims liability for unlawful scraping activities performed at Client’s request.

9. Confidentiality

• Each party agrees to keep the other’s confidential information private, using at least the same degree of care as for its own confidential information (but no less than reasonable care).
• Confidential information excludes information already public, known beforehand, or disclosed lawfully by third parties.
• Required disclosures by law are permitted with prompt prior notice (if possible).
• Upon termination, confidential information must be returned or destroyed (excluding Client Data as governed above).

10. Warranty Disclaimer

• The Services are provided “as is” and “as available”, without any warranties, express or implied.
• We disclaim warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty.
• We do not guarantee uninterrupted operation, error-free service, or that all defects can or will be corrected.

11. Indemnification

By us: We will defend and indemnify you against third-party claims that our provided Services infringe copyrights or misappropriate trade secrets, subject to conditions and exclusions.

By you: You will defend and indemnify us (and our affiliates, employees) from claims arising from your Client Data, misuse of the Services, violation of third-party terms, or breach of your obligations.

12. Limitation of Liability

• Except for indemnification obligations, neither party shall be liable for indirect, consequential, incidental, special, or punitive damages (loss of profits, data, business interruption).
• Our total liability for direct damages under these Terms is limited to the total fees you have paid us in the 12 months preceding the claim.
• This limitation applies regardless of claim basis (contract, tort, etc.).

13. Term & Termination

• Term begins when you first use or register for the Services and continues until terminated.
• Either party may terminate upon material breach if the other fails to cure within fifteen (15) days after written notice.
• We may suspend or terminate access immediately for nonpayment, misconduct, breach of license, or at our discretion.
• Upon termination:
  • You must stop using the Services.
  • Outstanding fees become immediately due.
  • We may delete or cease storing Client Data, unless otherwise required by law.
  • Provisions that by nature should survive (e.g. confidentiality, liability, indemnification, limitation) will survive.

14. Notices

• We may send notices via email, posting on our website, or other means to contact information you provide.
• You may give us notice via our published contact channels.
• Notice is effective upon receipt (or if emailed, the following business day).

15. General / Miscellaneous

Force Majeure: Neither party is liable for delay or failure caused by events beyond their reasonable control.

Assignment: You may not assign your rights or obligations under these Terms without our prior written consent, except in connection with a merger or sale. We may assign freely.

Entire Agreement: These Terms (plus any service agreements) are the complete agreement between you and us, superseding prior understandings.

Amendment: We may update these Terms; changes will take effect when posted. Continued use means acceptance.

Severability: If a provision is found invalid or unenforceable, remaining provisions remain in force.

Waiver: Our failure to enforce a right does not constitute a waiver of that right.

Governing Law & Jurisdiction: Romanian law applies. Disputes are resolved in courts of Bucharest, Romania.