Version: 1.0

Effective Date: 20/07/2026

1. Introduction

Welcome to Memo.

These Terms of Use (“Terms”) constitute a legally binding agreement between Memry Corporation Limited (“Memry”, “we”, “our” or “us”) and every person or organisation that accesses or uses the Memo platform (“you”, “your” or “User”).

By creating an account, downloading the Memo application, using the Memo platform, accessing any connected services, or using any associated hardware supplied or approved by Memry, you agree to be bound by these Terms.

If you do not agree with these Terms, you must not use the Service.

2. Definitions

For the purposes of these Terms:

Authorised Representative means a person legally authorised to act on behalf of another individual.

Care Organisation means any residential care provider, domiciliary care provider, local authority, NHS organisation, healthcare provider or similar organisation using Memo.

Content means all information, documents, photographs, videos, audio recordings, messages, memories and other material stored within the Service.

Memo means the AI-powered care coordination platform developed by Memry Corporation Limited.

Memry Vault means the secure digital storage service forming part of Memo.

Primary User means the individual receiving support through Memo.

Professional User means a healthcare professional, care worker, care organisation or NHS user.

Service means Memo, the Memry Vault, websites, mobile applications, connected hardware and all related services provided by Memry.

3. Eligibility

You may use Memo only if:

• you are legally capable of entering into this agreement;
• you are using the Service on behalf of an organisation with appropriate authority;
• you are an Authorised Representative acting lawfully for another person; or
• you are otherwise authorised under the Authority, Capacity & Representation Policy.

Where an account is created on behalf of another individual, the person creating the account confirms they have the legal authority to do so.

4. Nature of the Service

Memo is an AI-assisted care coordination platform designed to support communication, organisation, wellbeing and daily living.

Memo is intended to complement, not replace, family support, professional care or healthcare services.

Memo is not:

• a medical device;
• a healthcare professional;
• a doctor;
• an emergency response service;
• a diagnostic system.

Users remain responsible for seeking appropriate medical, legal or emergency assistance whenever required.

5. User Accounts

Users must:

• provide accurate information;
• keep account details up to date;
• maintain the confidentiality of passwords;
• protect their devices;
• notify Memry promptly of any unauthorised access.

You remain responsible for activity carried out using your account unless caused by our negligence.

6. Subscription Services

Certain features of Memo require a paid subscription.

Subscription details, pricing and available plans are published separately.

Unless otherwise stated:

• subscriptions renew automatically;
• charges are billed in advance;
• users may cancel renewal at any time before the next billing date;
• cancellation does not normally generate a refund for the unused portion of the current subscription unless required by law or expressly stated.

Where applicable, UK consumers retain statutory cancellation rights.

7. Acceptable Use

Users must comply with the Acceptable Use Policy.

You must not:

• use Memo unlawfully;
• abuse other users;
• upload malicious software;
• interfere with security;
• attempt unauthorised access;
• reverse engineer the Service except where permitted by law;
• infringe intellectual property rights;
• upload unlawful or harmful material.

Memry reserves the right to investigate misuse and take appropriate action.

8. Artificial Intelligence Services

Memo uses artificial intelligence to assist with communication, reminders, organisation and wellbeing support.

AI-generated responses:

• may occasionally be inaccurate;
• should not be relied upon without appropriate judgement;
• must not be treated as professional medical, legal or financial advice.

Important decisions affecting health, safety or welfare should always involve appropriate human oversight.

Further information is contained within the AI Transparency & Responsible AI Statement.

9. Service Availability

We aim to provide a reliable and secure Service.

However, we cannot guarantee uninterrupted availability.

The Service may occasionally be unavailable due to:

• maintenance;
• software updates;
• security incidents;
• third-party service failures;
• telecommunications failures;
• events beyond our reasonable control.

We will use reasonable endeavours to restore normal operation as quickly as practicable.

10. User Content

Users retain ownership of the Content they upload.

By uploading Content, you grant Memry a non-exclusive, worldwide, royalty-free licence to host, process, store, reproduce and display that Content solely for the purpose of operating, securing and improving the Service.

Users remain responsible for ensuring they have permission to upload any Content.

11. Intellectual Property

All intellectual property rights in Memo remain the property of Memry Corporation Limited or its licensors.

Except where expressly permitted by law, users may not:

• copy;
• reproduce;
• modify;
• distribute;
• licence;
• sell;
• commercially exploit;
• reverse engineer

any part of the Service without our prior written consent.

Nothing in these Terms transfers ownership of our intellectual property.

12. Consumer Rights

Nothing within these Terms limits or excludes any statutory rights available under:

• the Consumer Rights Act 2015;
• the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
• the Digital Markets, Competition and Consumers Act 2024 (where applicable);
• or any other mandatory consumer protection legislation.

Where there is any inconsistency between these Terms and mandatory consumer legislation, the legislation shall prevail.

13. Disclaimers

To the fullest extent permitted by law:

• Memo does not guarantee uninterrupted operation;
• AI-generated responses may contain errors;
• reminders may occasionally fail due to circumstances beyond our control;
• emergency notifications cannot be guaranteed;
• location information may not always be accurate;
• wellbeing monitoring is not continuous;
• Memo does not replace emergency services, healthcare professionals or carers.

Users should never rely solely upon Memo where personal safety may be at risk.

14. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot legally be excluded.

Subject to the above, and to the maximum extent permitted by law, Memry shall not be liable for:

• indirect loss;
• consequential loss;
• loss of profits;
• loss of revenue;
• loss of business opportunity;
• loss of goodwill;
• loss of anticipated savings;
• loss arising from third-party systems beyond our reasonable control.

Where the user is a consumer, nothing in this clause affects statutory rights.

Unless otherwise required by law, Memry’s aggregate liability arising from these Terms shall not exceed the total subscription fees paid by the affected user during the twelve months immediately preceding the event giving rise to the claim.

15. Suspension and Termination

Memry may suspend or terminate access where:

• these Terms are breached;
• payment remains outstanding;
• unlawful activity is suspected;
• safeguarding concerns require immediate action;
• security risks arise;
• continued access could expose users or the Service to unacceptable risk.

Users may close their accounts at any time.

Termination does not affect rights or obligations accrued before termination.

16. Force Majeure

Memry shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond our reasonable control, including but not limited to:

• natural disasters;
• fire;
• flood;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• power failures;
• internet or telecommunications outages;
• government action;
• cyber-attacks by third parties.

We will use reasonable efforts to minimise the impact of such events.

17. Privacy and Data Protection

Your personal information is processed in accordance with:

• the Privacy Notice;
• the Memry Vault Privacy Policy;
• the Data Retention & Deletion Policy;
• the Camera, Audio & Location Services Policy;
• the Cookie & Tracking Policy.

Where organisations use Memo, additional processing may be governed by a separate Data Processing Agreement.

18. Other Policies

The following documents form part of these Terms and are incorporated by reference:

• Privacy Notice
• Acceptable Use Policy
• AI Transparency & Responsible AI Statement
• Authority, Capacity & Representation Policy
• Family & Carer Agreement
• Professional User Agreement
• Safeguarding & Emergency Escalation Policy
• Data Retention & Deletion Policy
• Children’s & Visitors’ Privacy Statement
• Camera, Audio & Location Services Policy
• Memry Vault Privacy Policy
• Information Security Policy
• Cookie & Tracking Policy
• Data Processing Agreement (where applicable)

Users agree to comply with all applicable policies.

19. Changes to the Service

We may modify or improve the Service from time to time to:

• enhance security;
• improve performance;
• comply with legal obligations;
• introduce new functionality.

Where changes materially affect these Terms, reasonable notice will be provided.

Continued use of Memo after the effective date of the revised Terms constitutes acceptance of the updated Terms.

20. Governing Law

These Terms are governed by the laws of England and Wales.

Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except where mandatory consumer protection legislation provides otherwise.

21. Dispute Resolution

If a dispute arises, the parties agree to use the following process where appropriate:

1. Raise the issue with Memry’s Customer Support team.
2. If unresolved, submit a formal written complaint.
3. The parties will use reasonable endeavours to resolve the matter through good-faith discussions.
4. Where appropriate, either party may propose mediation before commencing court proceedings.
5. Nothing in this clause prevents either party seeking urgent injunctive relief or exercising any statutory legal rights.

22. Entire Agreement

These Terms, together with the policies incorporated by reference, constitute the entire agreement between you and Memry concerning your use of Memo.

23. Contact

Memry Corporation Limited

Email: Team@Memry.io

Website: www.Memry.io

Registered Office: The Towers Building, 6 Brincliffe Crescent, Sheffield, S119AW UK

By creating an account or using Memo, you confirm that you have read, understood and agreed to these Terms of Use.