The following terms have the meanings set forth below:
| Term | Definition |
|---|---|
| “Agreement” | These Terms and Conditions together with any applicable Order Form, Data Processing Addendum (DPA), and Business Associate Agreement (BAA). |
| “Customer” / “Merchant” | The e-commerce merchant entity that has registered for and uses the Services, whether through the Shopify App Store or directly through memoizeai.com. |
| “End User” / “Shopper” | The individual consumers of the Merchant’s store whose data is processed through the Services. |
| “Services” | MEMOIZE AI LLC’s AI-powered Memory-as-a-Service platform, including the API, widget, merchant dashboard, SDK, and all related features. |
| “Memory Data” | Vector embeddings, semantic representations, chat logs, and shopper interaction data generated and stored by the Services. |
| “Merchant Data” | All data, content, and information provided or made accessible to MEMOIZE AI LLC by Customer, including product catalogs, business information, and configuration settings. |
| “Outputs” | All AI-generated responses, recommendations, and content produced by the Services in response to End User interactions. |
| “Subscription Plan” | Starter ($149/month), Growth ($299/month), Scale ($499/month), or Enterprise (Custom pricing). |
| “Fees” | The monthly or annual subscription fees, overage charges, and add-on fees as set forth in this Agreement or the applicable Order Form. |
| “Confidential Information” | Any non-public information disclosed by one party to the other, including business plans, trade secrets, and customer data. |
| “Personal Data” | Any information relating to an identified or identifiable natural person, as defined by applicable data protection laws. |
| “Data Protection Laws” | All applicable privacy and data protection regulations, including CCPA, GDPR (where applicable), state privacy laws, and industry-specific requirements. |
| “Documentation” | MEMOIZE AI LLC’s publicly available technical documentation, API reference, integration guides, and user manuals. |
| “PHI” | “Protected Health Information” as defined under HIPAA, 45 C.F.R. § 160.103. |
| “Billing Cycle” | The recurring thirty (30) day period between subscription charges during which plan allocations are measured. Each Billing Cycle begins on the subscription start date or the most recent renewal date and ends thirty (30) days later. Annual subscriptions follow thirty (30) day Billing Cycles for usage allocation purposes, with subscription renewal and fee payment occurring on the annual anniversary date. |
| “Contact Form Mode” | A fallback operating mode of the chat widget in which the AI chat interface is replaced by a contact form that routes shopper inquiries to the Merchant’s customer support team via email. |
| “Demo Mode” | A pre-subscription evaluation period during which Merchant may use the Services without charge, subject to the limitations set forth in Section 3.4. Demo Mode begins automatically upon account creation and ends when Merchant subscribes to a Subscription Plan or the Demo Message Limit is reached. |
| “Demo Message Limit” | Two hundred (200) AI Messages available during Demo Mode at no charge. |
| “Free Trial” | A fourteen (14) day evaluation period on the Starter or Growth Subscription Plan during which Merchant receives full plan features without charge, subject to the terms set forth in Section 3.5. |
MEMOIZE AI LLC provides an API-based AI personalization memory engine for e-commerce merchants. The Services use Retrieval-Augmented Generation (RAG) architecture with Google Gemini (via Vertex AI) and vector databases to retain and retrieve contextual shopper memory to enhance customer interactions.
The Services include:
Customer acknowledges that the Services integrate with the Shopify platform via the Shopify API. Customer agrees to comply with Shopify Inc.’s Partner Program Agreement, API Terms of Service, and Acceptable Use Policy at all times. MEMOIZE AI LLC is an independent third-party developer and is not endorsed by, affiliated with, or sponsored by Shopify Inc. Shopify bears no responsibility for the Services, and any claims related to the Services must be directed to MEMOIZE AI LLC, not Shopify.
THE SERVICES ARE NOT A MEDICAL DEVICE AND DO NOT PROVIDE MEDICAL, CLINICAL, OR HEALTH ADVICE.
Any AI-generated recommendations regarding supplements, allergies, medications, or wellness products are informational only and do not constitute medical advice. Merchants are required to implement a non-removable disclosure visible to End Users stating that all AI recommendations are not medical advice and should not replace consultation with a qualified healthcare professional. This feature is mandatory and may not be disabled by the Merchant.
Merchants shall not use or permit the AI to use terms, letters, or phrases that indicate or imply that recommendations, assessments, or advice provided through the Services are being offered by a licensed health care professional, as prohibited under California AB 489 and applicable FTC guidelines.
MEMOIZE AI LLC’s memory widget is designed as a functional e-commerce personalization tool. If a Merchant deploys the widget in a manner that causes End Users to form personal or emotional attachments to the AI (anthropomorphic or relationship-simulating use cases), California SB 243 (effective January 1, 2026) may apply. Where applicable, Merchant is responsible for:
The Services employ automated decision-making technology to generate personalized product recommendations and responses. This disclosure is mandatory and is enabled by default.
With respect to California consumers, MEMOIZE AI LLC and Merchant acknowledge that the CCPA/CPRA Automated Decision-Making Technology regulations (effective January 1, 2026) may apply to the Services. Where the Services are used for purposes that constitute “significant decisions” as defined under the ADMT regulations, Merchant is responsible for:
MEMOIZE AI LLC shall provide Merchant with reasonable technical assistance to implement ADMT disclosures and opt-out mechanisms within the widget.
| Plan | Monthly Price | AI Messages/Mo | Emails/Mo (ZeptoMail) | Customer Memories | Memory Retention | PHI Processing |
|---|---|---|---|---|---|---|
| Starter | $149/mo | 4,500 | 10,000 | 50,000 | 365 days from last interaction | NOT PERMITTED |
| Growth | $299/mo | 10,000 | 25,000 | 200,000 | 365 days from last interaction | NOT PERMITTED |
| Scale | $499/mo | 25,000 | 60,000 | Unlimited | Up to 7 years (configurable) | Permitted (BAA) |
| Enterprise | Custom | Unlimited | Unlimited | Unlimited | Up to 7 years (configurable) | Permitted (BAA) |
Database queries are unlimited across all plans and are not separately metered.
Additional plan features:
Note: Medication-related AI features (including medication interaction responses) require an executed Business Associate Agreement (BAA) and are available only on Scale and Enterprise plans. See Section 11.4 for details.
Annual subscription plans are available at a 15% discount from the monthly rate: Starter $1,519/year ($127/month equivalent); Growth $3,049/year ($254/month equivalent); Scale $5,089/year ($424/month equivalent). Annual plan fees are fully earned upon payment at the commencement of the annual term.
When a Merchant’s plan memory allocation is full, new memory creation pauses. The AI continues to function using existing memories but does not create new ones. Merchants are notified via email and in-app dashboard when memory capacity is full. Merchants may purchase memory capacity add-ons, upgrade their plan, or delete existing memories to free capacity.
| Plan | Add-On Price | Additional Memories |
|---|---|---|
| Starter | $1.00/month | 10,000 memories per block |
| Growth | $1.00/month | 10,000 memories per block |
| Scale | N/A | Unlimited (included) |
| Enterprise | N/A | Unlimited (included) |
Merchants may purchase multiple add-on blocks (e.g., 3 × $1.00 = $3.00/month for 30,000 additional memories).
Add-On Billing: Memory capacity add-ons are billed as a one-time prepaid charge covering the remainder of the current subscription term at the time of purchase. The charge is calculated as $1.00 per block multiplied by the number of Billing Cycles remaining in the current term. For example, a Merchant on an annual Starter plan who purchases one add-on block in the fourth Billing Cycle would pay $9.00 (covering the remaining nine Billing Cycles in the annual term). Upon renewal, active memory add-ons are included in the renewal charge at $12.00 per block per year (annual plans) or $1.00 per block per Billing Cycle (monthly plans).
Add-On Credits on Plan Upgrade: If a Merchant upgrades to a higher-tier plan during the same subscription term, the unused prepaid portion of any active memory add-ons is credited toward the upgrade fee. The billing platform (Shopify Billing API or Stripe) calculates the prorated credit automatically. For example, a Merchant on an annual Starter plan who purchased one add-on block in the fourth Billing Cycle and upgrades to Growth in the seventh Billing Cycle would receive a $5.00 credit (five remaining Billing Cycles × $1.00) applied to the Growth plan upgrade fee. If the upgrade renders the add-on unnecessary (e.g., upgrading to Scale or Enterprise, which include unlimited memories), the remaining prepaid balance is credited toward the new plan fee.
Demo Data Upon Subscription: If Merchant subscribes to a Subscription Plan, Demo Memories will be retained as read-only historical data. Demo Memories do not count against the Merchant’s memory allocation under the Subscription Plan.
Demo Data — No Subscription: If Merchant does not subscribe within three hundred sixty-five (365) days of account creation, Demo Memories will be flagged for deletion and permanently purged within thirty (30) days thereafter.
Data Upon Trial Cancellation: If Merchant cancels during the Free Trial, all data generated during the trial period (including memories, chat logs, and configuration settings) will be retained for thirty (30) days following cancellation to permit data export, after which it will be permanently deleted.
Customer represents and warrants that it will NOT transmit, store, process, or otherwise input any Protected Health Information (PHI) into the Services under the Starter or Growth subscription plans. These Service tiers are not configured to be HIPAA-compliant and MEMOIZE AI LLC is not acting as a “Business Associate” with respect to data processed on these tiers. In the event Customer uploads PHI to a Starter or Growth plan, Customer shall be solely responsible for all liabilities, penalties, and damages arising from such non-compliance, and MEMOIZE AI LLC reserves the right to immediately suspend the account and delete such data without notice and without liability.
If Customer intends to use the Services to process PHI, Customer must:
MEMOIZE AI LLC shall have no liability for PHI processed prior to the full execution of the BAA by both parties. Once executed, the BAA shall be incorporated by reference into this Agreement and shall control regarding the processing of PHI.
Merchant is solely responsible for obtaining explicit, legally valid opt-in consent from Shoppers prior to capturing, processing, or sharing any sensitive health-related data (including allergy information, medication history, pregnancy status, or health inferences derived from purchase history) through the Services, as required by the Washington My Health My Data Act (RCW 19.373), the Indiana Consumer Data Protection Act, California’s Automated Decision-Making Technology regulations, and all applicable U.S. state privacy and consumer protection laws. MEMOIZE AI LLC shall have no liability for Merchant’s failure to obtain such consent.
Where the Washington My Health My Data Act applies, Merchant shall:
MEMOIZE AI LLC shall not sell consumer health data.
MEMOIZE AI LLC acts as a Data Processor with respect to End User personal data, processing such data only on the documented instructions of Merchant (the Data Controller). MEMOIZE AI LLC acts as a Data Controller with respect to Merchant account data (contact information, billing data, API usage, analytics).
| Sub-Processor | Purpose | Location |
|---|---|---|
| Google LLC (Vertex AI / Gemini) | AI model inference | USA |
| Google LLC (Cloud SQL) | Managed PostgreSQL database with pgvector extension for vector storage | USA |
| Google LLC (Cloud Run) | Serverless compute / API hosting | USA |
| Zoho Corporation (ZeptoMail) | Transactional email delivery, including support routing, billing notifications, and Contact Form Mode submissions | USA |
| Clerk Inc. | Authentication, session management | USA |
| Stripe Inc. | Payment processing, billing (memoizeai.com subscribers) | USA |
| Shopify Inc. | E-commerce platform integration and billing (Shopify App Store subscribers) | Canada/USA |
With respect to personal information of California consumers, MEMOIZE AI LLC acts as a “Service Provider” as defined under Cal. Civ. Code § 1798.140(ag). MEMOIZE AI LLC shall not sell or share End User personal information, shall not retain, use, or disclose such information for any purpose other than performing the Services as specified in this Agreement, and shall not combine such information with personal information received from or on behalf of another person or collected from MEMOIZE AI LLC’s own interactions with consumers, except as permitted under the CCPA/CPRA.
MEMOIZE AI LLC maintains a current list of authorized sub-processors in Section 5.2 of these Terms. Customer provides general authorization for MEMOIZE AI LLC to engage the sub-processors listed in Section 5.2. MEMOIZE AI LLC shall notify Customer at least thirty (30) days prior to engaging any new sub-processor or materially changing the role of an existing sub-processor by email to the account’s primary contact and by updating the sub-processor list. Customer may object to a new sub-processor by providing written notice to legal@memoizeai.com within fifteen (15) days of notification, specifying reasonable data protection grounds for the objection. If Customer objects and MEMOIZE AI LLC cannot reasonably accommodate the objection, either party may terminate the affected Services upon thirty (30) days’ written notice, and Customer shall receive a pro-rated refund of any prepaid, unused fees.
To the extent MEMOIZE AI LLC processes personal data of Indiana residents on behalf of Customer, MEMOIZE AI LLC agrees to:
MEMOIZE AI LLC shall provide reasonable technical and organizational assistance to Customer in fulfilling data subject and consumer rights requests under applicable law, including requests for access, deletion, correction, data portability, and opt-out of sale or sharing. MEMOIZE AI LLC shall respond to Customer’s data subject request instructions within ten (10) business days. If MEMOIZE AI LLC receives a data subject request directly from an End User, it shall promptly forward the request to the applicable Merchant and shall not respond directly unless legally required to do so. MEMOIZE AI LLC shall purge the requesting End User’s vector embeddings, memory profiles, and chat logs within thirty (30) days of receiving a verified deletion request instruction from Customer.
MEMOIZE AI LLC shall assist Customer in conducting Data Protection Impact Assessments (DPIAs) as required under risk assessments as required under the CCPA/CPRA ADMT regulations, where the Services involve processing that is likely to result in a high risk to the rights and freedoms of data subjects. MEMOIZE AI LLC shall provide Customer with information necessary to complete such assessments upon reasonable request.
Merchant and End User privacy rights are governed by MEMOIZE AI LLC’s separate Privacy Policy, which is incorporated by reference into this Agreement and available at memoizeai.com/privacy-policy.
MEMOIZE AI LLC hereby covenants that Merchant Data, End User Memory Data, and any data derived from or aggregated from such data shall NEVER be used to develop, train, fine-tune, improve, or benchmark any artificial intelligence or machine learning model, including but not limited to Google Gemini or any successor model. Customer data is processed solely for the purpose of generating real-time personalized responses within the chat widget for the specific customer and merchant interaction in which it originates.
All AI inference processing is performed by Google Vertex AI under the “Zero Data Retention” setting, which means Google does not retain, log, or use prompts and responses for any purpose beyond the immediate API request processing window. Google’s Data Processing Addendum contractually prohibits Google from using Customer Data for any purpose other than providing the inference service.
This covenant applies to all sub-processors, extends to derived and aggregated data forms, and survives termination of this Agreement.
Shopify Merchants: This covenant satisfies the Shopify Partner Program Agreement requirements regarding restrictions on the use of Merchant Data and Customer Data for the development or training of AI or machine learning systems.
| Plan | Monthly Uptime | Support SLA | PHI Breach Notification |
|---|---|---|---|
| Starter | 99.5% | Standard | N/A (PHI not permitted) |
| Growth | 99.7% | Priority | N/A (PHI not permitted) |
| Scale | 99.9% | 24-hour response (Mon-Fri 9am-5pm ET) | Within 24 hours of confirmed breach |
| Enterprise | Up to 99.95% | Custom SLA | Within 24 hours of confirmed breach |
Uptime calculations and any associated service credits shall NOT apply to downtime resulting from:
MEMOIZE AI LLC commits that Shopify store updates (e.g., product catalog changes, inventory updates) will be reflected in the vector memory context within 60 minutes of the API synchronization call. “Service Unavailability” includes scenarios where the vector search returns null or corrupted embeddings, not only when the server is entirely offline.
For verified downtime exceeding SLA targets, Customer’s sole remedy is a service credit applied to the next Billing Cycle in accordance with the following schedule:
| Monthly Uptime Percentage | Service Credit (% of Monthly Fee) |
|---|---|
| Below SLA target but ≥ 99.0% | 10% |
| Below 99.0% but ≥ 95.0% | 25% |
| Below 95.0% | 50% |
Service credits are calculated as a percentage of the Fees actually paid by Customer for the affected Billing Cycle. Total service credits for any single Billing Cycle shall not exceed fifty percent (50%) of the Fees for that Billing Cycle. For annual subscribers, the monthly equivalent fee (annual fee divided by twelve) is used for credit calculations. Service credits are not refundable for cash and may only be applied against future Fees.
To receive a service credit, Customer must submit a written request to support@memoizeai.com within thirty (30) days of the downtime event, including the date, time, and duration of the downtime. MEMOIZE AI LLC will verify the claim against its monitoring records and, if verified, apply the credit to the next invoice.
Service credits under this Section do not apply to Enterprise custom SLA arrangements, which are governed by the applicable Order Form.
Each Subscription Plan includes a per-Billing-Cycle allocation of AI Messages and Emails as set forth in Section 3.1. Database queries are unlimited across all plans. At the start of each new Billing Cycle, AI Message and Email usage counters reset to zero. Unused allocations do not roll over to subsequent Billing Cycles. Overage usage counters and overage charges from the prior Billing Cycle are finalized and billed in arrears as described in Section 8.4.
| Plan | Included Messages/Mo | Overage Rate |
|---|---|---|
| Starter | 4,500 | $0.05 per message |
| Growth | 10,000 | $0.04 per message |
| Scale | 25,000 | $0.03 per message |
| Enterprise | Unlimited | N/A |
| Plan | Included Emails/Mo | Overage Rate |
|---|---|---|
| Starter | 10,000 | $0.01 per email |
| Growth | 25,000 | $0.01 per email |
| Scale | 60,000 | $0.01 per email |
| Enterprise | Unlimited | N/A |
Subscription fees are billed in advance (prepaid). Overage charges for both AI Messages and Emails are billed in arrears at the end of each Billing Cycle based on actual usage above the plan allocation. Merchant is billed only for actual overage usage, not the full budgeted amount. For Shopify merchants, overage charges are reported via the Shopify Billing API using usage-based charges and are subject to the Merchant’s configured capped amount.
Merchant manages overages through two independent controls in the billing dashboard:
AI Message Overage Control: Merchant may select one of the following options:
Email Overage Control: The monthly Email allocation covers all emails sent through the Services, including Contact Form notification and confirmation emails (see Section 8.8). Merchant may select one of the following options:
Both controls are independent. No overage charges shall be processed without Merchant’s prior opt-in to overage billing for the applicable service (messages or emails). If both AI Message and Email allocations are exhausted simultaneously, the widget switches to Contact Form Mode but Contact Form submissions will queue until email capacity is restored via overage opt-in or the next Billing Cycle.
Merchant may increase an overage budget mid-cycle through the billing dashboard; the increase takes effect immediately, unlocking additional messages or emails. Overage budget decreases take effect at the start of the next Billing Cycle.
MEMOIZE AI LLC intends to notify Customer via email and/or in-app dashboard when usage approaches the plan’s monthly AI Message allocation and Email allocation. Merchants are responsible for monitoring their usage through the Merchant Dashboard.
When a Merchant’s AI Message allocation and overage budget are both exhausted, the chat widget automatically switches to Contact Form Mode for the remainder of the Billing Cycle (or until the Merchant increases the overage budget mid-cycle). In Contact Form Mode:
Merchants configure their customer support email address in the widget settings during initial setup. Merchants may update this email address at any time through the Merchant Dashboard.
Except as provided in Section 3.5 (Free Trial), all subscription fees — whether monthly or annual — are due and payable in full at the commencement of each Billing Cycle. No Services will be activated or renewed until payment is received and confirmed. For monthly subscriptions, billing occurs every thirty (30) days from the subscription start date. For annual subscriptions, the full annual fee is due and payable at the commencement of the annual term. AI Message and Email allocations reset every thirty (30) days within the annual term; Customer Memory storage is persistent and does not reset. Renewal billing occurs on the annual anniversary date.
Shopify merchants are billed through Shopify’s Billing API in accordance with Shopify Inc.’s policies. Non-Shopify merchants subscribing through memoizeai.com are billed via Stripe Inc. using a payment method (credit card or ACH) provided by the Merchant. MEMOIZE AI LLC does not store full payment card numbers; all payment processing is handled by PCI-DSS Level 1 certified processors.
Overage charges (AI Messages and Emails) are billed in arrears at the end of each Billing Cycle based on actual usage. Memory capacity add-ons are billed as a one-time prepaid charge at the time of purchase, as described in Section 3.3.
Merchant may upgrade or downgrade their Subscription Plan through the billing dashboard.
Plan Upgrades: Upgrades take effect immediately. For annual subscribers upgrading mid-term, the billing platform (Shopify Billing API or Stripe) automatically calculates a prorated credit for the unused portion of the current plan and applies it toward the new plan fee.
Plan Downgrades — Monthly Plans: Downgrades take effect at the end of the current Billing Cycle.
Plan Downgrades — Annual Plans: Annual plan downgrades are permitted within the first ninety (90) days of the annual term. The Merchant retains access to the current plan tier through the end of the current Billing Cycle (the third Billing Cycle). The downgrade takes effect at the start of the fourth Billing Cycle (day 91). MEMOIZE AI LLC will refund the difference between the current plan’s monthly equivalent rate and the new plan’s monthly equivalent rate, multiplied by the number of remaining Billing Cycles in the annual term. For example, a Merchant on an annual Growth plan ($254.08/month equivalent) who downgrades to Starter ($126.58/month equivalent) at day 85 would retain Growth through the end of the third Billing Cycle and receive a refund of approximately $1,147.50 (($254.08 − $126.58) × 9 remaining Billing Cycles). After ninety (90) days, annual plan downgrades are not permitted mid-term; the Merchant may downgrade at renewal.
Memory Overflow on Downgrade: If a downgrade causes the Merchant’s stored Customer Memories to exceed the new plan’s memory allocation, excess memories are automatically converted to paid memory capacity add-on blocks (10,000 memories per block) as described in Section 3.3. For monthly plans, add-on blocks are billed at $1.00 per block per Billing Cycle. For annual plans, add-on blocks are billed at the annual rate ($12.00 per block per year) prorated for the remaining Billing Cycles in the annual term. The Merchant may reduce or eliminate add-on charges at any time by deleting memories to bring usage below the plan’s included allocation.
Downgraded plans are subject to the refund policy in Section 10.
MEMOIZE AI LLC may change Fees at any time, but will provide at least thirty (30) days’ prior written notice to the Merchant. If a Merchant does not agree to a price increase, the Merchant may terminate the agreement by the end of the current Billing Cycle. Continued use of the Services after the effective date of a price increase constitutes acceptance of the new Fees. Price changes shall not affect the Fees for any prepaid annual subscription term then in effect; adjusted Fees shall apply only upon the next renewal of the annual term.
In the event of a failed payment, MEMOIZE AI LLC will attempt to retry payment and notify the Merchant. If payment remains unresolved, MEMOIZE AI LLC may, in its reasonable discretion, pause the Merchant’s account (disabling the widget) and ultimately initiate a soft delete of the account. The general escalation timeline is as follows, though MEMOIZE AI LLC reserves the right to adjust timelines based on circumstances:
For Shopify merchants, payment retries and collection are managed by Shopify’s Billing API in accordance with Shopify’s policies. The escalation schedule above applies to the extent MEMOIZE AI LLC controls the billing relationship.
Merchant data is retained for 30 days following soft delete to permit export, after which it is permanently deleted. Late payments may accrue interest at 1.5% per month or the maximum legal rate, whichever is lower.
All Fees are exclusive of sales tax, use tax, value-added tax (VAT), and similar taxes. Merchant is responsible for paying all applicable taxes. MEMOIZE AI LLC will collect and remit taxes where required by law.
Monthly subscription fees are generally non-refundable, except as provided in Section 3.6 (Risk-Free First Month Guarantee). First-time monthly subscribers on Starter, Growth, or Scale plans may cancel within thirty (30) days of their first paid subscription charge and receive a full refund of the base subscription fee. Overage charges incurred during this period are non-refundable, as they represent actual usage above the plan allocation. After the Risk-Free Period, Customer may cancel at any time; cancellation will take effect at the end of the current Billing Cycle and Customer will retain access through that date.
| Cancellation Timing | Refund |
|---|---|
| Within 30 days of annual plan start | Full refund (see also Section 3.6 — Risk-Free First Month Guarantee) |
| Days 31–90 of annual plan | Full refund of remaining unused months |
| Days 91–180 of annual plan | Prorated refund of 50% of remaining unused months |
| After 180 days | No refund |
Customer may cancel its subscription at any time through the billing portal. Notwithstanding the above, MEMOIZE AI LLC may issue refunds at its sole discretion in cases of documented service outages exceeding SLA thresholds, billing errors, or as required by applicable consumer protection law. Shopify merchants are also subject to the refund policy of the Shopify App Store.
Merchant agrees to:
Merchant may NOT use the Services to:
Violation of these prohibited uses may result in immediate suspension or termination of the Services without liability.
Merchant is responsible for maintaining the confidentiality of all store credentials, API keys, and authentication tokens. MEMOIZE AI LLC stores these credentials in hashed or encrypted form and will not access the Merchant’s store without authorization.
For Shopify merchants, MEMOIZE AI LLC authenticates via Shopify’s OAuth 2.0 flow. MEMOIZE AI LLC does not store Shopify admin passwords. Access tokens issued by Shopify are encrypted at rest (AES-256) and are scoped to the minimum permissions required by the Services. Merchant may revoke MEMOIZE AI LLC’s access at any time through Shopify’s app management interface.
Merchant is responsible for promptly revoking access if credentials are compromised.
For merchants subscribing through memoizeai.com, user authentication is managed via Clerk Inc. (OAuth 2.0). API keys (publishable and secret) are generated by MEMOIZE AI LLC’s platform and issued through the Merchant Dashboard and should be treated as Confidential Information. Merchant may regenerate API keys at any time through the dashboard. Payment processing is handled by Stripe Inc. MEMOIZE AI LLC does not store payment card data.
If Merchant enables collection of health-adjacent data (allergies, medications, dietary preferences, supplement regimen, pregnancy status, adverse reactions), Merchant warrants that:
Merchant acknowledges that certain health data uses may trigger heightened legal obligations, and Merchant is solely responsible for ensuring compliance.
Medication Interaction Restrictions: The AI chat widget does not provide information regarding medication interactions, medication side effects, medication dosages, or medication recommendations on any Subscription Plan unless a Business Associate Agreement (BAA) is in effect between MEMOIZE AI LLC and the Merchant. When an End User inquires about medication interactions, the widget redirects the End User to consult a certified healthcare provider or pharmacist. On plans with an executed BAA (Scale and Enterprise), the AI may discuss supplement-medication context within the scope of the BAA terms, subject to the non-medical-advice disclaimer required under Section 2.3. Merchant acknowledges that enabling medication-related data collection requires a BAA and is available only on Scale and Enterprise plans.
MEMOIZE AI LLC retains all right, title, and interest in and to the Services, including the API, widget code, vector memory architecture, and all MEMOIZE AI LLC software and technology. These materials are protected by copyright and other intellectual property laws. Customer retains all right, title, and interest in and to Merchant Data and End User data.
MEMOIZE AI LLC grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Customer’s internal business purposes in connection with Customer’s e-commerce store(s) during the term of this Agreement.
Customer acknowledges that Outputs generated by the Services are produced by AI systems and may not be original works of authorship. MEMOIZE AI LLC makes no warranty that AI-generated Outputs are free from third-party intellectual property claims. See Section 16 for IP indemnification protections.
Merchant grants MEMOIZE AI LLC a perpetual, royalty-free license to use any feedback, suggestions, or recommendations provided by Merchant to improve the Services.
Confidential Information includes any non-public information disclosed by one party to the other, including business plans, financial information, trade secrets, customer data, API keys, pricing, and other proprietary information. Confidential Information excludes information that:
Each party agrees to:
Confidentiality obligations survive termination of this Agreement for a period of three (3) years.
Notwithstanding the above, either party may disclose Confidential Information:
Customer represents and warrants that:
MEMOIZE AI LLC represents and warrants that:
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MEMOIZE AI LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS SET FORTH IN SECTION 15.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MEMOIZE AI LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
Notwithstanding Section 15.2, the liability cap shall NOT apply to either party’s liability for:
Customer specifically acknowledges that because the Services may process health-adjacent data including allergies, medications, and supplement preferences, claims arising from AI-generated health recommendations that result in physical harm shall not be subject to the liability cap set forth in Section 15.2.
Customer shall defend, indemnify, and hold harmless MEMOIZE AI LLC and its officers, directors, employees, and agents from and against any third-party claims, demands, lawsuits, damages, and penalties (including reasonable attorneys’ fees) arising from or relating to:
MEMOIZE AI LLC shall defend, indemnify, and hold harmless Customer from and against any third-party claims that the Services, as provided by MEMOIZE AI LLC and used in accordance with this Agreement, infringe any third party’s intellectual property rights.
MEMOIZE AI LLC’s indemnification obligations under Section 16.2 shall not apply to the extent that the alleged infringement arises from:
If the Services become, or in MEMOIZE AI LLC’s opinion are likely to become, the subject of an infringement claim, MEMOIZE AI LLC may, at its own expense:
The indemnified party must provide prompt notice of the claim and reasonable cooperation in the defense. The indemnifying party will have sole control of the defense and settlement.
MEMOIZE AI LLC maintains commercially reasonable administrative, physical, and technical safeguards including:
In the event of a confirmed personal data breach, MEMOIZE AI LLC will notify Customer without undue delay and in no event later than forty-eight (48) hours after confirmed breach discovery. For Scale/Enterprise Plans operating under a HIPAA Business Associate Agreement, notification will occur within twenty-four (24) hours as required by 45 C.F.R. § 164.410.
Breach notifications shall include, to the extent known:
MEMOIZE AI LLC shall cooperate with Customer and take reasonable commercial steps to assist in the investigation, mitigation, and remediation of each such breach.
| Plan | Chat Message Retention Period |
|---|---|
| Starter / Growth | 365 days from last End User interaction with the chat widget |
| Scale / Enterprise | Up to 7 years from last End User interaction (configurable by Merchant in dashboard) |
Chat message retention periods and data retention schedules are governed by Customer’s applicable Service tier and are detailed in MEMOIZE AI LLC’s Privacy Policy, incorporated herein by reference.
Individual shopper memory profiles (vector embeddings, chat logs, and preferences) are retained based on the shopper’s last interaction with the MEMOIZE AI chat widget. “Last interaction” means the most recent chat session, contact form submission, or AI-assisted browsing session initiated by the shopper through the widget.
Starter and Growth plans: Shopper memory profiles are retained for 365 days from the shopper’s last interaction. After 365 days of inactivity, the shopper’s memory profile is flagged for deletion and permanently purged within 30 days.
Scale and Enterprise plans: Merchant-configurable retention period up to 7 years from last interaction, with a minimum of 365 days. Merchant sets the inactivity threshold through the Merchant Dashboard.
Merchants receive a monthly summary of memory profiles approaching the inactivity threshold (within 30 days of scheduled deletion) to allow for review before deletion occurs.
Merchants must disclose to their End Users the applicable data retention periods in their own privacy policy or terms of service.
Upon termination, MEMOIZE AI LLC will retain Merchant Data and End User data for thirty (30) days following termination to allow Customer to export its data through the dashboard or API. After the 30-day post-termination export period, MEMOIZE AI LLC will permanently delete all Merchant Data and End User data from active systems within thirty (30) calendar days. Backup systems will be overwritten or deleted within ninety (90) days following active system deletion. Upon Customer’s written request submitted within 30 days of termination, MEMOIZE AI LLC will provide a formal Certificate of Destruction confirming that all Merchant Data and End User data have been securely erased from all active and backup systems.
Additional post-termination retention:
This Agreement commences on the date Customer accepts these Terms and continues for the initial subscription period (monthly or annual). The Agreement automatically renews for successive subscription periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current subscription period.
Customer may terminate this Agreement at any time by canceling through the billing portal or by disabling the integration in the Merchant’s Shopify admin or memoizeai.com account dashboard, subject to the refund policy in Section 10.
MEMOIZE AI LLC may terminate this Agreement immediately upon written notice if Customer:
Upon termination:
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event. “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to:
The party affected by a Force Majeure Event shall:
If a third-party AI provider is placed under a legal preservation order or litigation hold that prevents deletion of associated output logs or embeddings, MEMOIZE AI LLC shall not be deemed in breach of its deletion obligations under Section 18.4 for the duration of such legal obligation, provided MEMOIZE AI LLC promptly notifies Customer of the restriction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating formal dispute resolution, the parties agree to attempt informal resolution by good-faith negotiation. Merchant may contact legal@memoizeai.com to initiate a discussion. The parties have thirty (30) days to resolve the dispute informally.
If informal resolution fails, any dispute arising out of or related to this Agreement shall be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules. The arbitration shall be conducted:
The arbitrator shall apply the law of the State of Indiana without regard to conflict of law principles. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
BOTH PARTIES WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES, NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY CLASS OR REPRESENTATIVE ACTION.
Notwithstanding the above, the following disputes are NOT subject to mandatory arbitration and may be brought in court:
In any action or proceeding to enforce rights under this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and court costs.
MEMOIZE AI LLC may modify these Terms with reasonable advance notice via email to the Merchant’s registered account address and by updating the ‘Last Updated’ date on this Agreement for material changes. Continued use of the Services after the effective date of modifications constitutes acceptance. Non-material changes (such as typographical corrections) may be made without notice. If Merchant does not accept a material change, Merchant may terminate the Agreement by the end of the current Billing Cycle.
All legal notices must be in writing and delivered by:
Notices are effective upon receipt.
This Agreement, including the Privacy Policy, any Data Processing Addendum, and any Business Associate Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No waiver of any provision shall be effective unless in writing and signed by the waiving party. No waiver shall constitute a continuing waiver unless expressly stated.
Customer may not assign this Agreement without MEMOIZE AI LLC’s prior written consent. MEMOIZE AI LLC may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided MEMOIZE AI LLC provides Customer with thirty (30) days’ prior written notice.
Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties. MEMOIZE AI LLC is an independent contractor.
The section headings are for convenience only. The words “include,” “including,” and similar language do not limit the preceding text. The word “or” is not exclusive. References to “days” mean calendar days unless otherwise stated.
This Agreement may be executed in counterparts (including electronic execution), each constituting an original and all together constituting one agreement.