TERMS & CONDITIONS / TERMS OF SERVICE

Memorly Technologies Private Limited (“Memorly”, “we”, “our”, “us”)

Last Updated: 12 August 2026

1. ACCEPTANCE

By accessing or using memorly.ai or any Memorly service, you agree to these Terms. If you do not agree to these Terms, you must not use the Services.

If you use the Services on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

2. DEFINITIONS

“Services” means the Memorly platform, website, applications, AI sales and marketing capabilities, CRM capabilities, agent studio, integrations, automation services, AI credits and related services provided by Memorly.

“Customer” means the business, entity or person subscribing to or purchasing the Services.

“Authorised Users” means users permitted by the Customer to access or use the Services.

“Customer Content” means data, messages, contacts, files, templates, conversation content and other material submitted to or processed through the Services by the Customer or its end users.

“AI Credits” means usage-based credits purchased, allocated or consumed in connection with applicable Services.

“Platform Fees” means subscription fees, onboarding fees, implementation fees, add-ons and other non-credit service charges.

“Subscription Fee” means the recurring fee applicable to the Customer’s subscribed plan or agreed service configuration, excluding separately charged taxes, usage charges, third-party charges and one-time services unless expressly included.

“Subscription Term” means the period for which a subscription is purchased or renewed, as stated in the applicable plan, quotation, order, subscription agreement or invoice.

3. ELIGIBILITY & ACCOUNT RESPONSIBILITIES

The Customer must provide accurate account information and keep such information reasonably updated.

The Customer is responsible for activity carried out through its account and for maintaining the confidentiality and security of its credentials.

The Customer must not unlawfully share accounts, permit unauthorised access or use the Services in a manner that compromises account or platform security.

4. ACCEPTABLE USE

The Customer and its Authorised Users must not:

(a) use the Services for illegal, harmful, deceptive, fraudulent or abusive activities;

(b) violate applicable third-party platform terms, including messaging or communication platform policies;

(c) send spam, unlawful unsolicited messages or communications without the permissions required by applicable law or platform policy;

(d) reverse engineer, disrupt, interfere with or exploit the Services except to the extent such restriction is prohibited by law;

(e) upload malware or intentionally interfere with platform security, availability or integrity; or

(f) process personal data without an appropriate lawful basis, notice or consent where required.

Memorly may suspend or terminate access where reasonably necessary to address violations of these Terms, applicable law, security risks or material misuse.

5. CUSTOMER CONTENT & RESPONSIBILITIES

The Customer retains ownership of Customer Content.

The Customer grants Memorly the limited rights reasonably necessary to host, process, transmit, store and display Customer Content for the purpose of providing, securing, supporting and improving the Services in accordance with the applicable agreement and Privacy Policy.

The Customer is responsible for ensuring that Customer Content is lawful, that it has the rights necessary to provide and use such content, and that required notices and consents have been obtained from end users or other relevant persons.

6. AI FEATURES DISCLAIMER

AI-generated or AI-assisted outputs may be inaccurate, incomplete or unsuitable for a particular purpose.

The Customer remains responsible for reviewing outputs before relying upon them for material business, legal, medical, financial or other decisions requiring professional judgement.

Memorly does not guarantee any specific commercial, sales, conversion, revenue or other outcome from AI features or the Services.

7. SUBSCRIPTIONS, BILLING, TAXES & PRICING

7.1 Billing

Platform Fees and AI Credit purchases are billed according to the applicable selected plan, quotation, order, subscription agreement or invoice.

Where automatic renewal is enabled or agreed, a subscription may renew for the next Subscription Term unless cancelled in accordance with the applicable subscription terms and Cancellation & Refund Policy.

7.2 Payments

Payments may be processed through authorised third-party payment processors.

The Customer authorises Memorly and its payment processors to charge the applicable payment method for agreed subscriptions, services, add-ons, usage and credits in accordance with the applicable plan, quotation, order, subscription agreement or invoice.

Due and undisputed amounts remain payable when due. A dispute concerning one service, support matter or charge does not automatically suspend payment of unrelated undisputed amounts.

7.3 Taxes

Unless expressly stated otherwise, prices are exclusive of applicable GST and other taxes, duties, levies or statutory charges.

Applicable taxes and statutory charges will be charged or adjusted as required by law.

7.4 Subscription Price Protection and Pricing Review

The Subscription Fee agreed at the commencement or renewal of a Subscription Term will remain applicable for that Subscription Term, subject to separately charged usage, third-party charges, taxes and any additional or changed Services agreed with the Customer.

Memorly may conduct a pricing review from time to time, generally as part of its annual commercial review, for pricing applicable to a future Subscription Term.

A pricing review does not constitute an automatic price increase. Following a review, the Subscription Fee may remain unchanged or may be revised.

When determining pricing for a future Subscription Term, Memorly may consider prevailing market and commercial conditions and factors relevant to the continued provision of the Services, including technology and infrastructure requirements, third-party services, regulatory or statutory requirements, inflation, currency conditions, operating requirements, product capabilities, service requirements, usage, subscribed users and capacity.

These factors are considered collectively as part of the overall commercial pricing review. A change in any individual factor does not necessarily result in, or correspond directly or proportionately to, a change in the Subscription Fee.

Where the Subscription Fee is increased for the next Subscription Term, the increase in the recurring base Subscription Fee will not exceed twenty percent (20%) of the recurring base Subscription Fee applicable immediately before that renewal, unless a different price is mutually agreed in writing.

Any revised Subscription Fee for the next Subscription Term will be communicated to the Customer at least sixty (60) days before the revised price becomes effective.

The Subscription Fee applicable to the current Subscription Term remains unaffected until completion of that Subscription Term.

A Customer-requested addition, upgrade, additional user, increased capacity, additional integration, new module, expanded scope or other additional Service may carry an additional charge. The applicable charge will be communicated before that additional Service is activated or delivered.

7.5 Usage-Based and Third-Party Charges

Certain components of the Services may depend on usage-based or third-party services, including cloud infrastructure, artificial intelligence services, WhatsApp or messaging services, telecommunications, email, storage, APIs, payment services and other external technology services.

Charges for such components may vary based on actual usage and prevailing third-party pricing, taxes, tariffs, currency conditions, regulatory requirements or other external commercial factors.

Memorly may revise the applicable usage-based or third-party charges where the underlying usage, provider pricing or external commercial conditions change.

A change in an underlying provider’s price does not necessarily result in, or correspond directly or proportionately to, a change in the Customer’s charge. Memorly may determine the applicable charge as part of the overall commercial pricing of the affected service.

Where reasonably practicable, Memorly will communicate a material revision to separately charged usage-based or third-party charges before the revised charge becomes applicable.

7.6 Communication of Pricing Changes

Where a Subscription Fee is revised for a future Subscription Term, Memorly will communicate the revised price and its effective date in accordance with these Terms.

Memorly may communicate the general commercial basis for a pricing revision where appropriate. Memorly is not required to disclose confidential vendor pricing, internal cost structures, margins, commercial arrangements, infrastructure costs or internal pricing calculations.

A pricing review does not represent a commitment or intention to increase Subscription Fees at every renewal.

8. CANCELLATION & REFUNDS

Cancellation and refunds are governed by the Memorly Cancellation & Refund Policy, which is incorporated into these Terms by reference.

Where the Cancellation & Refund Policy contains a more specific rule relating to refunds, credit refunds or cancellation processing, that specific rule will govern that matter.

9. INTELLECTUAL PROPERTY

Memorly and its licensors retain all rights, title and interest in the Services, including software, technology, designs, interfaces, logos, documentation, workflows and other intellectual property.

Except where expressly permitted in writing or required by applicable law, the Customer must not copy, modify, distribute, sell, lease, sublicense or commercially exploit any part of the Services.

10. CONFIDENTIALITY

Each party may receive confidential or commercially sensitive information belonging to the other party.

Each party will use reasonable care to protect the other party’s confidential information and will use such information only for purposes connected with the applicable business relationship and provision or use of the Services.

Confidential information does not include information that is lawfully public, independently developed without use of the other party’s confidential information, or lawfully received from a third party without a confidentiality obligation.

11. PRIVACY & DATA PROTECTION

Memorly’s handling of personal data is described in its Privacy Policy, which is incorporated into these Terms by reference.

11.1 Data Residency

Memorly may use regional storage arrangements based on the applicable service and Customer region, including India for Indian customers, the United States for US customers, and the European Union or EEA for applicable EU customers.

Limited cross-border access or processing may occur where reasonably necessary for support, security, service operation or authorised subprocessors, as described in the Privacy Policy and applicable data-processing terms.

11.2 Processor Terms

Where Memorly acts as a processor of Customer Content on behalf of the Customer, Memorly will process such data in accordance with the Customer’s lawful instructions, the applicable agreement and applicable data-protection requirements.

12. THIRD-PARTY SERVICES & INTEGRATIONS

The Services may integrate with, connect to or depend upon third-party services such as messaging providers, CRMs, cloud providers, payment processors, analytics services, APIs and other platforms.

Third-party services are governed by their respective terms, policies, availability and technical requirements.

Memorly does not control and is not responsible for changes in third-party availability, performance, pricing, policies, approvals, functionality or continuity, except to the extent responsibility cannot lawfully be excluded.

13. SUSPENSION & TERMINATION

Memorly may suspend or terminate access where reasonably necessary:

(a) for a material violation of these Terms;

(b) to comply with applicable law or a binding legal requirement;

(c) in connection with material non-payment, payment fraud, chargebacks or payment disputes;

(d) to protect the security, availability or integrity of the Services; or

(e) to prevent material misuse or harm.

Upon termination, the Customer’s right to use the terminated Services ends, subject to any surviving access or data-export rights stated in the applicable agreement or policy.

Outstanding amounts for Services already provided, activated, incurred or otherwise payable remain due.

14. DISCLAIMERS

The Services are provided on an “as is” and “as available” basis, subject to any express service commitments contained in an applicable quotation, order, subscription agreement or service-level commitment.

To the maximum extent permitted by applicable law, Memorly disclaims implied warranties including merchantability, fitness for a particular purpose and non-infringement.

15. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Memorly will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including loss of opportunity or anticipated profit.

Unless a different limitation is expressly agreed in writing or required by applicable law, Memorly’s aggregate liability arising from a claim relating to the Services will not exceed the amount paid by the Customer to Memorly for the affected Services during the three (3) months immediately preceding the event giving rise to the claim.

16. INDEMNITY

To the extent permitted by applicable law, the Customer agrees to indemnify and hold Memorly harmless from third-party claims arising from:

(a) misuse of the Services by the Customer or its Authorised Users;

(b) unlawful Customer Content;

(c) the Customer’s violation of applicable law or third-party rights; or

(d) the Customer’s failure to obtain required notices, permissions or consents.

17. GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of India.

Subject to any mandatory legal requirements, the courts at Bengaluru, Karnataka will have jurisdiction over disputes arising from or relating to these Terms or the Services.

18. NOTICES & CONTACT

Email: hello@memorly.ai

Phone: +91 8147079907

Address:

Memorly Technologies Private Limited

46, 4th Cross, 6th Main,

Basapura Main Road, Duo City Layout,

Basapura, Bengaluru, Karnataka – 560068, India

19. CHANGES TO TERMS

Memorly may update these Terms from time to time.

Updated Terms will be published on the website and will apply prospectively in accordance with applicable law.

Changes to recurring Subscription Fees are governed by Section 7.4 and will not alter the Subscription Fee for a current committed Subscription Term except as expressly permitted under these Terms or mutually agreed in writing.

Where an applicable quotation, order or subscription agreement provides a specific notice or change procedure, that procedure will apply to the relevant Customer.

20. ENTIRE AGREEMENT & COMMERCIAL DOCUMENTS

These Terms, together with the applicable quotation, order, subscription agreement or other commercial document accepted by the Customer, and the Privacy Policy and Cancellation & Refund Policy, constitute the agreement between the Customer and Memorly in relation to the applicable Services.

Specific commercial terms expressly agreed in an applicable quotation, order or subscription agreement apply to the Services covered by that document.

These Terms continue to apply to matters not specifically addressed in the applicable commercial document.

If there is a conflict between these Terms and an applicable quotation, order or subscription agreement concerning pricing, subscribed Services, scope, Subscription Term, payment terms or another specifically negotiated commercial term, the applicable quotation, order or subscription agreement will prevail to the extent of that conflict.