Terms of Service

1. Acceptance of Terms

By creating an account, purchasing a license, downloading our software, or otherwise accessing or using our Services, you agree to these Terms and our Privacy Policy. If you do not agree, you may not use our Services.

These Terms apply to all users, including individuals, businesses, and organizations accessing our Services from any jurisdiction.

2. Eligibility

You must be at least 16 years old to use our Services. By using our Services, you represent and warrant that:

• You are at least 16 years of age
• You have the legal capacity to enter into a binding contract
• You will comply with these Terms and all applicable laws
• All information you provide is accurate and complete

3. Account Registration

To access certain features, you may need to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized use of your account
• Be responsible for all activity under your account

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activity.

4. Software Licenses

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, MemoForge grants you a limited, non-exclusive, non-transferable, revocable license to:

• Download and install our macOS and iOS applications on devices you own or control
• Use the software for your personal or internal business purposes
• Access features according to your subscription tier or one-time purchase

4.2 License Restrictions

You may NOT:

• Copy, modify, or create derivative works of our software
• Reverse engineer, decompile, or disassemble the software
• Rent, lease, lend, sell, redistribute, or sublicense the software
• Remove or modify any proprietary notices or labels
• Use the software for any unlawful purpose
• Share your license key with unauthorized users
• Exceed usage limits for your license tier

4.3 License Types

One-Time Purchase (Perpetual License):

• Provides lifetime access to the software version purchased
• Includes free updates for the current major version (e.g., v1.x)
• Major version upgrades (e.g., v1.x to v2.x) may require additional purchase
• License is valid for use on up to 2 devices per individual user

Subscription License (MemoForge Suite):

• Provides access to all MemoForge applications while subscription is active
• Includes all updates and new features during subscription period
• Automatically renews unless canceled
• Access terminates upon subscription cancellation or non-payment

4.4 Business/Enterprise Licenses

For team or enterprise use, you must purchase appropriate multi-user licenses. Contact us at anatoliy@cellfusionsolutions.com for volume licensing options.

5. Payments and Billing

5.1 Pricing

All prices are displayed in USD unless otherwise specified. Prices are subject to change with 30 days notice for existing customers. Price changes do not affect active subscription periods.

5.2 Payment Processing

Payments are processed securely through Stripe. By providing payment information, you authorize us to charge your payment method for all fees incurred. You represent that you have the legal right to use the payment method provided.

5.3 Subscriptions

• Auto-Renewal: Subscriptions automatically renew at the end of each billing period
• Cancellation: You may cancel anytime; cancellation takes effect at the end of the current billing period
• No Prorated Refunds: Cancellations do not result in prorated refunds for the current period
• Payment Failures: Failed payments may result in service suspension until payment is resolved

5.4 Taxes

Prices do not include applicable taxes. You are responsible for all taxes, duties, and governmental charges. We will collect applicable taxes (including GST/HST in Canada, VAT in EU) as required by law.

6. Refund Policy

6.1 One-Time Purchases

We offer a 30-day money-back guarantee for one-time purchases. If you're not satisfied, contact us within 30 days of purchase for a full refund. After 30 days, all sales are final.

6.2 Subscriptions

Subscription fees are non-refundable except as required by law. You may cancel your subscription at any time to prevent future charges, but you will not receive a refund for the current billing period.

6.3 EU Consumer Rights

For EU consumers: You have the right to withdraw from your purchase within 14 days without giving any reason (EU Consumer Rights Directive). This withdrawal period expires 14 days from the date of purchase. To exercise your right of withdrawal, contact us at anatoliy@cellfusionsolutions.com.

Note: If you download or activate the software during the 14-day withdrawal period, you acknowledge that you expressly request immediate performance and may forfeit your right to withdraw.

6.4 Refund Exceptions

Refunds will not be granted for:

• Requests made after the applicable refund period
• Violations of these Terms
• Fraudulent purchases or chargebacks
• Claims of non-use (you are responsible for canceling subscriptions)

7. Data and Privacy

7.1 Local Data Processing

Our macOS and iOS applications process data locally on your device by default. Your documents, files, and work product remain on your device unless you explicitly choose to sync data to your MemoForge account.

7.2 Cloud Sync (Optional)

If you enable cloud sync, your data will be encrypted and stored on our secure servers. You can disable sync at any time. See our Privacy Policy for details.

7.3 Your Data Ownership

You retain all ownership rights to your data and content. We do not claim any ownership over your data. You grant us a limited license to host, store, and process your data solely to provide the Services.

7.4 Data Export and Deletion

You may export your data at any time. Upon account termination, we will delete your data within 30 days, except as required by law or these Terms.

8. Acceptable Use

You agree NOT to use our Services to:

• Violate any laws, regulations, or third-party rights
• Engage in fraudulent, deceptive, or misleading activities
• Distribute malware, viruses, or harmful code
• Interfere with or disrupt the Services or servers
• Attempt unauthorized access to our systems or other users' accounts
• Harass, threaten, or harm others
• Infringe intellectual property rights
• Use automated systems (bots, scrapers) without authorization
• Resell or redistribute our Services without authorization

9. Intellectual Property

9.1 Our Rights

All rights, title, and interest in the Services, including all software, designs, text, graphics, logos, and trademarks, are owned by MemoForge or our licensors. These Terms do not grant you any ownership rights.

9.2 Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant us a perpetual, worldwide, royalty-free license to use, implement, and commercialize such feedback without compensation or attribution.

9.3 Trademarks

"MemoForge" and related logos are trademarks of MemoForge. You may not use our trademarks without prior written permission.

10. Service Availability

We strive to provide reliable Services, but we do not guarantee uninterrupted or error-free access. The Services are provided "AS IS" and "AS AVAILABLE." We may:

• Modify, suspend, or discontinue any part of the Services at any time
• Perform scheduled or emergency maintenance
• Experience downtime due to technical issues or third-party services

For desktop applications, offline functionality is maintained even during service interruptions.

11. Termination

11.1 By You

You may terminate your account at any time by contacting us or using account settings. Termination does not entitle you to a refund except as specified in our Refund Policy.

11.2 By Us

We may suspend or terminate your access immediately if you:

• Violate these Terms or our policies
• Engage in fraudulent or illegal activity
• Fail to pay fees when due
• Pose a security risk to our Services or other users

11.3 Effect of Termination

Upon termination:

• Your license to use the Services terminates immediately
• You must cease all use of our software and Services
• We may delete your data after 30 days (export your data before termination)
• Provisions that survive termination include: payment obligations, intellectual property rights, disclaimers, limitations of liability, and dispute resolution

12. Warranties and Disclaimers

12.1 Limited Warranty

For 30 days from purchase, we warrant that the software will substantially conform to its documentation. Your exclusive remedy for breach of this warranty is, at our option, repair, replacement, or refund.

12.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

We disclaim all warranties, including:

• MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• That the Services will be uninterrupted, secure, or error-free
• That results obtained from using the Services will be accurate or reliable
• That defects will be corrected

Note: Some jurisdictions (including EU countries) do not allow exclusion of implied warranties. If these laws apply to you, some or all of the above disclaimers may not apply, and you may have additional rights.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMOFORGE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, DATA, USE, OR GOODWILL
• SERVICE INTERRUPTIONS OR SECURITY BREACHES
• ERRORS OR INACCURACIES IN CONTENT OR DATA

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

Note: Some jurisdictions (including EU countries and certain provinces in Canada) do not allow limitation of liability for personal injury or certain consumer rights. These limitations may not apply to you if prohibited by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless MemoForge, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your content or data

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

15.2 Jurisdiction

For Users Outside the EU:

You agree to the exclusive jurisdiction of the courts located in Ontario, Canada for resolving disputes.

For EU Users:

EU consumers may bring claims in their country of residence under applicable EU consumer protection laws. Nothing in these Terms affects your rights as an EU consumer to rely on mandatory provisions of consumer law in your country.

15.3 Informal Resolution

Before filing a claim, please contact us at anatoliy@cellfusionsolutions.com to attempt informal resolution. We're committed to resolving disputes fairly.

15.4 EU Online Dispute Resolution

EU users may use the European Commission's Online Dispute Resolution platform: ec.europa.eu/consumers/odr

15.5 Class Action Waiver

Where permitted by law, you agree to bring claims individually and not as part of a class action or collective proceeding.

16. Export Controls

Our software may be subject to export control laws of Canada, the United States, and other jurisdictions. You agree to comply with all applicable export and import laws. You represent that you are not:

• Located in a country subject to comprehensive sanctions
• Identified on any government restricted party list
• Prohibited from receiving exports under applicable laws

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and MemoForge regarding the Services.

17.2 Amendments

We may modify these Terms at any time. We will provide notice of material changes via email or prominent website notice at least 30 days before changes take effect. Continued use after changes constitutes acceptance.

17.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to reflect the parties' intent.

17.4 Waiver

Our failure to enforce any provision does not constitute a waiver. No waiver is effective unless in writing.

17.5 Assignment

You may not assign these Terms without our consent. We may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets.

17.6 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control (e.g., natural disasters, war, pandemics, government actions).

17.7 Language

These Terms are written in English. Translations may be provided for convenience, but the English version controls in case of conflict.

18. Contact Information

For questions, concerns, or notices regarding these Terms, contact us: