Terms of Service

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("you" or "your") and Integrity AI Solutions LLC, doing business as Memoria ("Memoria," "we," "us," or "our"), governing your access to and use of the website located at getmemoria.ai, including any subdomains, and all associated content, features, and services (collectively, the "Site").

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page with a revised "Effective Date." Your continued use of the Site after any changes constitutes your acceptance of the new Terms.

2. Description of Services

Memoria is an AI consulting firm that provides strategic advisory services to law firms, general counsel offices, and enterprises seeking to adopt and optimize artificial intelligence technologies. Our Site provides:

• Information about our consulting services
• Thought leadership content, articles, and resources
• Webinar and event registration
• Contact and consultation request forms
• Newsletter subscription
• Downloadable content (whitepapers, guides, reports)

The Site is intended for informational and marketing purposes. The information provided on the Site does not constitute professional advice, and you should not rely on it as such without obtaining appropriate professional counsel.

3. Eligibility

By using the Site, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction)
• You have the legal capacity to enter into these Terms
• You are not prohibited from using the Site under any applicable law
• If you are using the Site on behalf of an organization, you have the authority to bind that organization to these Terms

Our Site is designed for business professionals and organizations. It is not intended for consumers or individuals under 18 years of age.

4. User Accounts

Certain features of the Site may require you to create an account or register for services. If you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account at our discretion if we believe you have violated these Terms or engaged in fraudulent or illegal activity.

5. Acceptable Use

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

5.1 Prohibited Content

• Post, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Post or transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party

5.2 Prohibited Activities

• Use the Site in any way that violates any applicable federal, state, local, or international law or regulation
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site
• Use any robot, spider, scraper, or other automated means to access the Site without our express written permission
• Attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site
• Interfere with or disrupt the Site or servers or networks connected to the Site
• Introduce any viruses, trojan horses, worms, or other malicious code
• Attempt to probe, scan, or test the vulnerability of the Site or any related system or network
• Use the Site to send unsolicited commercial communications (spam)

5.3 Data Collection Restrictions

• Collect or harvest any personally identifiable information from the Site without consent
• Use the Site to compile data for direct marketing, spam, or spyware purposes
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site for commercial purposes without our express written permission

6. Intellectual Property Rights

6.1 Our Content

The Site and its entire contents, features, and functionality—including but not limited to all information, text, graphics, logos, images, audio, video, software, and the design, selection, and arrangement thereof—are owned by Memoria, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

"Memoria," our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Integrity AI Solutions LLC. You may not use such marks without our prior written permission.

6.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes. This license does not include any resale or commercial use of the Site or its contents, any collection or use of product listings, descriptions, or prices, any derivative use of the Site or its contents, any downloading or copying of account information for the benefit of another party, or any use of data mining, robots, or similar data gathering and extraction tools.

6.3 User Content

If you submit, post, or transmit any content to the Site (including form submissions, comments, or feedback), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

You represent and warrant that you own or control all rights to the content you submit and that such content does not violate these Terms or any applicable law.

7. Third-Party Links and Services

The Site may contain links to third-party websites, applications, or services that are not owned or controlled by Memoria. These links are provided for your convenience only.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we are not responsible or liable for any damage or loss caused by or in connection with the use of any such third-party content, goods, or services.

We encourage you to review the terms and privacy policies of any third-party websites you visit.

8. Disclaimers

8.1 "As Is" and "As Available"

THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, MEMORIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.2 No Professional Advice

THE INFORMATION PROVIDED ON THE SITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE. THE SITE DOES NOT PROVIDE LEGAL, FINANCIAL, TECHNICAL, OR OTHER PROFESSIONAL ADVICE.

You should consult with qualified professionals for advice specific to your situation. Any reliance you place on information from the Site is strictly at your own risk.

8.3 No Guarantees

WE DO NOT WARRANT THAT the Site will be uninterrupted, timely, secure, or error-free; the results obtained from using the Site will be accurate or reliable; the quality of any products, services, information, or other material obtained through the Site will meet your expectations; or any errors in the Site will be corrected.

8.4 Third-Party Content

We are not responsible for the accuracy, completeness, or usefulness of any third-party content that may be accessible through the Site.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEMORIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:

9.1 Indirect Damages

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO loss of profits, revenue, or business; loss of data or information; loss of goodwill or reputation; business interruption; or personal injury or property damage ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Liability Cap

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID TO US (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

9.3 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to defend, indemnify, and hold harmless Memoria, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Site
• Your violation of these Terms
• Your violation of any third-party right, including any intellectual property, privacy, or proprietary right
• Any claim that your content caused damage to a third party
• Your violation of any applicable law or regulation

This indemnification obligation will survive the termination of these Terms and your use of the Site.

11. Governing Law and Jurisdiction

11.1 Governing Law

These Terms and any dispute arising out of or related to them or the Site shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

11.2 Jurisdiction

You agree that any legal action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the federal or state courts located in Fairfax County, Virginia. You hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

11.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND MEMORIA EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@getmemoria.ai to attempt to resolve the dispute informally. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within thirty (30) days of submission, either party may proceed with formal dispute resolution.

12.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved through informal resolution shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in Fairfax County, Virginia, or remotely by mutual agreement. The arbitrator's award shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the parties shall share the arbitrator's fees equally.

12.3 Class Action Waiver

12.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

13. Termination

We may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination: your right to use the Site will immediately cease, and all provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, warranty disclaimers, limitation of liability, indemnification, and dispute resolution.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Memoria regarding the Site and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

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

14.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or internet or telecommunications failures.

14.6 Notices

Any notices to you may be made via email to the address you provide or by posting on the Site. Notices to us should be sent to legal@getmemoria.ai.

14.7 Headings

The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

15. Contact Information

If you have any questions about these Terms, please contact us:

These Terms of Use were last updated on January 28, 2025.