Memoria Wellness Terms of Use

Effective Date: May 26, 2026 · Last Revised: May 26, 2026

These Wellness Terms of Use (these “Terms”) constitute a binding legal agreement between you (“you” or “User”) and Darda and Cui, Inc., a Delaware corporation doing business as “Memoria” (“Memoria,” “we,” “us,” or “our”). These Terms govern your access to and use of the Service described below. Please read these Terms carefully. They contain important provisions concerning the nature of the Service, our and your respective responsibilities, the limitations of our liability, and the resolution of disputes, including an agreement to arbitrate and a waiver of class actions.

Important — please read carefully

THE SERVICE IS A GENERAL WELLNESS PRODUCT. IT IS NOT A MEDICAL DEVICE, IS NOT AN EMERGENCY RESPONSE SYSTEM, AND PROVIDES NO GUARANTEE THAT ANY GIVEN EVENT OR CONDITION WILL BE DETECTED. DO NOT RELY ON THE SERVICE FOR THE SAFETY OF ANY PERSON WHOSE WELL-BEING DEPENDS UPON PROMPT HUMAN INTERVENTION.

1. Acceptance of these Terms

You accept these Terms by (a) signing the Consent to In-Home Monitoring form or (b) using the Service in any manner. If you do not agree to these Terms, you may not access or use the Service. Your continued use of the Service following the posting of any update to these Terms constitutes your acceptance of such update. If you are entering into these Terms on behalf of another person or legal entity, you represent and warrant that you have the authority to bind such person or entity to these Terms.

2. Definitions

Capitalized terms used in these Terms have the meanings set forth below. Additional capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Privacy Notice.

3. Eligibility

You must be at least eighteen (18) years of age and capable of forming a binding contract to create an Account. By using the Service, you represent and warrant that (a) you meet the foregoing age requirement, (b) you have the legal authority to install monitoring equipment in the location in which you place a Sensor, (c) every person whose audio or visual likeness may be captured by a Sensor has consented to being monitored (or you are the legal guardian of such person and consent on their behalf in accordance with applicable law), and (d) you will inform visitors and third parties who enter the monitored space that Sensors are in use. Recording individuals without their consent may violate applicable law in your jurisdiction; you bear sole responsibility for compliance.

4. The Service is a Wellness Service, not a Medical Device

Memoria is a general wellness service intended to provide insights about household activity and routines for informational and convenience purposes only. Memoria is not a medical device and is not intended to diagnose, treat, cure, prevent, or monitor any disease, medical condition, or symptom. The Service is not intended to be used as a substitute for any medical or clinical decision, advice, examination, or treatment by a qualified healthcare professional, and is not a substitute for in-person caregiving, supervision, or professional medical care of any kind.

5. Not an Emergency Response System

The Service is not designed or intended to detect, identify, or respond to emergencies of any kind, including without limitation falls, medical events, fires, intrusions, or other urgent situations. The Service does not contact emergency services, medical professionals, or any third party on your behalf. In the event of an emergency, you must contact local emergency services directly (such as 911 in the United States or Canada). Do not rely on the Service to alert you, anyone in your household, or anyone else to emergencies. You acknowledge that the Service may fail to surface, may delay, or may inaccurately characterize events of any kind, and that you bear sole responsibility for emergency preparedness, response, and the safety of household members.

6. No Guarantees of Detection or Accuracy

Any insights, observations, summaries, alerts, or notifications surfaced by the Service are informational only and are provided on a best-effort basis. Memoria makes no representations or warranties regarding:

You acknowledge that the Service may produce false positives, false negatives, missed signals, inaccurate descriptions, and delays, and you agree not to rely on the Service for any purpose that requires assurance of detection, accuracy, or completeness. Push notifications and other alerts may be delayed by the Apple Push Notification service, your mobile carrier, your device’s settings, do-not-disturb modes, network conditions, or other factors beyond Memoria’s control.

7. License Grant; Restrictions on Use

Subject to your continuing compliance with these Terms, Memoria grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your personal, non-commercial in-home monitoring purposes. The Service is licensed, not sold, to you. All rights not expressly granted are reserved by Memoria.

You shall not, and shall not permit any third party to:

8. Account Registration and Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You shall notify Memoria promptly of any unauthorized access to or use of your Account, or any other breach of security of which you become aware. Memoria shall not be liable for any loss or damage arising from your failure to comply with this section.

9. Your Responsibilities

You agree that you are solely responsible for:

10. Prohibited Conduct

You shall not use the Service to:

11. Third-Party Services

The Service relies on Third-Party Services operated by independent providers (including without limitation Apple Inc., Google LLC, OpenAI L.L.C., LiveKit Cloud, Supabase, Inc., Railway Corporation, and Vercel Inc.). Such Third-Party Services are governed by their own terms and privacy policies. Memoria does not control Third-Party Services and is not responsible for their availability, performance, terms of service, or actions. Outages, modifications, or terminations by Third-Party Services may affect the availability or functionality of the Service.

12. Privacy

Memoria’s collection, use, and disclosure of Personal Information is governed by the Privacy Notice, which is incorporated herein by reference. By using the Service, you acknowledge that you have read and agreed to the Privacy Notice.

13. Intellectual Property

The Service and all related software, designs, trademarks, service marks, logos, text, graphics, and other materials (collectively, the “Memoria Materials”) are owned by Memoria or its licensors and are protected by intellectual- property laws of the United States and other jurisdictions. No right, title, or interest in or to the Memoria Materials is transferred to you under these Terms.

Memoria welcomes feedback and suggestions about the Service. If you provide any feedback or suggestions, you hereby grant Memoria an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use such feedback and suggestions for any purpose without obligation or compensation to you.

14. Disclaimers; AS-IS Service

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEMARA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “NEMARA PARTIES”) DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

THE NEMARA PARTIES DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, BE SECURE FROM UNAUTHORIZED ACCESS, OR DETECT ANY PARTICULAR ACTIVITY OR EVENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEMARA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE NEMARA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF A NEMARA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE NEMARA PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO NEMARA FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Certain jurisdictions do not allow the exclusion or limitation of incidental, consequential, or other damages, so the above exclusions and limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by applicable law. You acknowledge that the limitations of liability set forth in this section are an essential element of the bargain between you and Memoria and that, absent such limitations, Memoria would not provide the Service to you.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Memoria Parties from and against any and all claims, demands, actions, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or in any way related to:

Memoria reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Memoria in asserting any available defenses.

17. Modifications to the Service

Memoria may, in its sole discretion and at any time, modify, suspend, or discontinue the Service or any portion or feature of the Service, with or without notice. Memoria shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

18. Modifications to these Terms

Memoria may amend these Terms from time to time. We will notify you of material amendments through the Service or by other reasonable means. The “Last Revised” date at the top of these Terms indicates when they were last updated. Your continued use of the Service following any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to discontinue use of the Service and close your Account.

19. Termination

You may terminate these Terms at any time by ceasing to use the Service and closing your Account. Memoria may suspend or terminate your access to the Service at any time, with or without notice, for any reason or no reason, including if Memoria reasonably believes you have violated these Terms or are using the Service in an unsafe manner. Upon termination, the rights granted to you under these Terms shall immediately cease, but the provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 6 (No Guarantees), 13 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 20 (Dispute Resolution), 22 (Governing Law), and 28 (Survival).

20. Dispute Resolution; Binding Arbitration

Please read this section carefully. It affects your legal rights and provides for resolution of most disputes through binding individual arbitration rather than court trials or class actions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) shall be resolved by final and binding individual arbitration administered under the commercial arbitration rules of a recognized arbitration body in your jurisdiction, rather than in court, except that (a) you may assert claims in small-claims court if your claims qualify and you proceed only on an individual (non-class) basis, and (b) either party may seek injunctive or other equitable relief in court for actual or threatened infringement, misappropriation, or violation of intellectual-property rights.

The arbitration shall be conducted in the English language. The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction. Where binding arbitration or class-action waivers are not permitted under applicable law, those provisions shall not apply, but the remainder of these Terms shall continue in full force and effect.

21. Class-Action Waiver

YOU AND NEMARA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND NEMARA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

22. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any matters not subject to arbitration.

23. Notices

Memoria may provide notices to you by email to the address associated with your Account, by posting within the Service, or by any other reasonable means. You shall direct legal notices to Memoria by email to sunnycui@stanford.edu and shall include in the subject line the words “LEGAL NOTICE.” Notices shall be deemed given on the date of receipt (in the case of email) or on the date of posting (in the case of in-Service notices).

24. Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without Memoria’s prior written consent, and any attempted assignment in violation of the foregoing shall be void. Memoria may freely assign or transfer these Terms, in whole or in part, including without limitation in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

25. Waiver and Severability

No failure or delay by Memoria to exercise any right or remedy under these Terms shall operate as a waiver of such right or remedy. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of Memoria. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions shall continue in full force and effect.

26. Force Majeure

Memoria shall not be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor disputes, internet or telecommunications outages, cyber-attacks, denial-of-service attacks, or outages or failures of Third-Party Services.

27. Relationship of the Parties

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Memoria. Neither party has the authority to bind the other or to incur obligations on behalf of the other.

28. Survival

The provisions of these Terms that by their nature should survive termination of these Terms or your use of the Service shall so survive, including without limitation Sections 4 (Wellness Service), 5 (Not an Emergency Response System), 6 (No Guarantees), 13 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 20 (Dispute Resolution), 21 (Class-Action Waiver), 22 (Governing Law), 23 (Notices), 24 (Assignment), 25 (Waiver and Severability), 26 (Force Majeure), 27 (Relationship of the Parties), this Section 28, 29 (Entire Agreement), and 30 (Construction).

29. Entire Agreement

These Terms, together with the Privacy Notice and any Consent to In-Home Monitoring executed by you, constitute the entire agreement between you and Memoria with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to such subject matter, whether written or oral.

30. Construction

The section headings used in these Terms are for convenience only and shall not affect the interpretation of these Terms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” These Terms shall not be construed against the drafter.

31. Contact

Questions about these Terms may be directed to the contact below:

Acknowledgment

By accepting these Terms, you acknowledge that you have read, understood, and agree to be bound by these Memoria Wellness Terms of Use. You specifically acknowledge that:

See also our Privacy Notice.