Terms of Service

1. Agreement to Terms

1.1 Acceptance

By accessing or using the MemoSwift service, website, mobile applications, or any associated services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms") and all applicable laws and regulations. These Terms constitute a legally binding agreement between you and SwiftSpark LLC ("MemoSwift," "Company," "we," "us," or "our").

1.2 Modification of Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or prominent notice on the Services at least thirty (30) days before the effective date. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

1.3 Additional Terms

Certain features of the Services may be subject to additional terms and conditions, which will be presented to you when you access those features. Such additional terms are incorporated into these Terms by reference.

2. Eligibility and Age Requirements

2.1 Age Requirements

You must be at least thirteen (13) years old to use the Services. If you are under eighteen (18) years old, you represent that you have your parent or legal guardian's permission to use the Services.

2.2 Capacity to Enter Agreement

You represent and warrant that you have the legal capacity to enter into these Terms and that you are not barred from using the Services under any applicable laws.

2.3 Educational Institution Use

If you are using the Services on behalf of an educational institution or organization, you represent and warrant that you have the authority to bind that institution or organization to these Terms.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Services, you must register for an account ("Account"). When creating an Account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your Account information
• Choose a unique username that does not infringe on others' rights
• Not create an Account for anyone other than yourself without permission
• Not create more than one personal Account

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Use a strong, unique password
• Immediately notify us of any unauthorized use or security breach
• Not share your Account credentials with any third party
• Accept all risks of unauthorized access to your Account

3.3 Account Suspension

We reserve the right to suspend or terminate Accounts that:

• Violate these Terms or any applicable laws
• Engage in fraudulent or deceptive practices
• Have been inactive for an extended period
• Pose a security risk to the Services or other users

4. Description of Services

4.1 Service Offerings

MemoSwift provides an educational technology platform that includes, but is not limited to:

4.2 Service Availability

While we strive to provide continuous availability, we do not guarantee that the Services will be available at all times. The Services may be subject to:

• Scheduled or emergency maintenance
• Updates and modifications
• Technical failures or interruptions
• Events beyond our reasonable control

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

5. Subscriptions and Payment Terms

5.1 Subscription Plans

5.2 Billing Terms

• Payment Processing: All payments are processed through Stripe, Inc., a third-party payment processor
• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless canceled
• Price Changes: We may change subscription prices with 30 days' notice
• Taxes: Prices exclude applicable taxes, which will be added at checkout
• Currency: All prices are in United States Dollars (USD) unless otherwise specified

5.3 Free Trial

New users may be eligible for a seven (7) day free trial of Plus features. At the end of the trial period, you will be automatically charged unless you cancel before the trial expires. Free trials are limited to one per user and may not be available in all regions.

5.4 Refund Policy

• Annual Plans: Refundable within 14 days of purchase
• Monthly Plans: No refunds for partial months
• Service Credits: We may offer service credits for extended outages at our discretion
• Chargebacks: Initiating a chargeback may result in Account termination

5.5 Student Discount

Students with verified .edu email addresses are eligible for a 30% discount on all paid plans. Verification is required annually, and we reserve the right to revoke discounts if eligibility cannot be verified.

6. User Content and Licensing

6.1 Your Content

"User Content" means any content you create, upload, share, or transmit through the Services, including but not limited to text, images, audio, video, flashcards, notes, and other materials.

6.2 Ownership

You retain all ownership rights to your User Content. MemoSwift does not claim ownership of User Content you create or upload to the Services.

6.3 License Grant to MemoSwift

By uploading User Content to the Services, you grant MemoSwift a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

• Host, store, and backup your User Content
• Display your User Content to you and others as per your sharing settings
• Modify your User Content for formatting and display purposes
• Create derivative works as necessary for Service functionality
• Use anonymized and aggregated data for research and Service improvement

6.4 License Grant to Other Users

By sharing User Content publicly or with specific users, you grant those users a non-exclusive license to access, use, and study from your shared content in accordance with the functionality of the Services.

6.5 Content Representations

You represent and warrant that:

• You own or have necessary rights to your User Content
• Your User Content does not infringe any third-party rights
• Your User Content complies with these Terms and applicable laws
• You have obtained necessary consents for any personal information in your User Content

6.6 Prohibited Content

You agree not to upload or share User Content that:

• Violates any applicable laws or regulations
• Infringes intellectual property or privacy rights
• Contains malware, viruses, or malicious code
• Is defamatory, harassing, or threatening
• Is sexually explicit or inappropriate for minors
• Promotes academic dishonesty or cheating
• Contains hate speech or discriminatory content
• Impersonates any person or entity

7. User Conduct and Community Guidelines

7.1 Acceptable Use

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

• Violate any applicable laws or regulations
• Engage in any conduct that restricts or inhibits others' use of the Services
• Use the Services for any unauthorized commercial purposes
• Attempt to gain unauthorized access to any portion of the Services
• Interfere with or disrupt the Services or servers
• Circumvent any content filtering or security measures

7.2 Community Standards

MemoSwift is committed to maintaining a positive learning environment. Users must:

• Treat all users with respect and courtesy
• Maintain academic integrity
• Respect intellectual property rights
• Report violations of these Terms
• Use appropriate language in all communications

7.3 MemoTV Study Room Guidelines

When participating in video study rooms:

• Maintain appropriate appearance and background
• Obtain consent before recording sessions
• Keep discussions focused on educational content
• Respect the privacy of other participants
• Follow moderator instructions

7.4 Enforcement

Violations of these conduct standards may result in:

• Warning or temporary suspension
• Permanent Account termination
• Removal of User Content
• Legal action where appropriate

8. Intellectual Property Rights

8.1 MemoSwift Intellectual Property

The Services, including all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement), are owned by MemoSwift, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Trademarks

MemoSwift, the MemoSwift logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SwiftSpark LLC. You may not use such marks without our prior written permission.

8.3 Copyright Policy

We respect the intellectual property rights of others and expect users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (DMCA).

8.4 DMCA Notice

If you believe that User Content violates your copyright, please send a DMCA notice to:

8.5 Counter-Notice

If you believe your User Content was wrongfully removed, you may submit a counter-notice containing:

• Your physical or electronic signature
• Identification of the removed content
• A statement of good faith belief
• Your contact information
• Consent to jurisdiction

9. Privacy and Data Protection

9.1 Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of your information.

9.2 Data Security

We implement reasonable security measures to protect your information. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

9.3 International Data Transfer

Your information may be transferred to and maintained on servers located outside of your jurisdiction. By using the Services, you consent to such transfers.

10. Disclaimers and Warranties

10.1 Service Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.2 No Warranty

MemoSwift does not warrant that:

• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the Services will be accurate or reliable
• The quality of any products, services, or information obtained will meet your expectations
• Any errors in the Services will be corrected

10.3 Educational Disclaimer

The Services are educational tools and are not a substitute for professional instruction, tutoring, or advice. We do not guarantee any particular educational outcomes or results from using the Services.

10.4 Third-Party Content

We are not responsible for any third-party content accessed through the Services, including User Content created by other users. Such content is the sole responsibility of the person who created it.

11. Limitation of Liability and Indemnification

11.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEMOSWIFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

11.2 Damage Cap

IN NO EVENT SHALL MEMOSWIFT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MEMOSWIFT IN THE LAST SIX (6) MONTHS, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MEMOSWIFT.

11.3 Indemnification

You agree to defend, indemnify, and hold harmless MemoSwift and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services
• Your User Content
• Your violation of any rights of another party
• Your violation of any applicable laws

11.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

12. Termination

12.1 Termination by You

You may terminate your Account at any time through the account settings or by contacting support@memoswift.com. Termination does not entitle you to any refunds unless otherwise required by law.

12.2 Termination by MemoSwift

We may terminate or suspend your Account immediately, without prior notice or liability, for any reason, including if you:

• Breach these Terms
• Provide false or misleading information
• Engage in fraudulent activities
• Violate applicable laws
• Harm other users or the Services

12.3 Effects of Termination

Upon termination:

• Your right to access and use the Services ceases immediately
• We may delete your User Content and Account information
• You remain liable for all amounts due prior to termination
• Provisions of these Terms that should survive termination will remain in effect

12.4 Data Export

You may export your User Content before termination. After termination, we have no obligation to maintain or provide access to your User Content.

13. General Provisions

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, United States, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting legal@memoswift.com. We'll try to resolve the dispute informally by contacting you via email.

Binding Arbitration

If we cannot resolve the dispute informally, any dispute arising from these Terms shall be resolved through binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules.

Class Action Waiver

You agree to resolve disputes with MemoSwift on an individual basis only and not as part of any class, consolidated, or representative action.

13.3 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

13.4 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and MemoSwift regarding the Services.

13.5 Assignment

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

13.6 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and MemoSwift's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

14. Contact Information