Conditions d’utilisation

1About these terms

These Terms of Service (the “Terms”) are a contract between you and SAMPLE TEXT™, a sole trader established in the United Kingdom (“we”, “us”, “our”), which operates Memory Clone. Our details are in the Legal Notice.

They incorporate the Privacy Policy (for information only; it is not a contract), the Acceptable Use Policy, the Credits & Billing Rules, the Refund & Cancellation Policy and the AI Transparency Notice. If these documents conflict, these Terms apply, except that statutory consumer rights always prevail.

If you use Memory Clone for business purposes, section 25 contains additional terms that apply to you. Everyone else is treated as a consumer.

2Definitions

• Service: the app, the website, your account, plans, credits, AI features and support.
• App: the Memory Clone desktop software for Windows and its updates.
• Your Content: chats, notes, files and other material you import or type, and information derived from it on your device.
• Clone: an AI persona the app builds from Your Content to simulate how a person writes.
• Output: replies, Persona Blueprints and other material generated by the Service.
• Clone slot: the right to keep one clone active.
• Credits: Clone Credits and Extra Talking Credits, units used to pay for AI processing, as described in the Credits & Billing Rules.

3Who can use Memory Clone

• You must be at least 18 years old and able to enter into a binding contract.
• You must not be barred from using the Service under the laws that apply to you, and must not use it in a country or for a person subject to sanctions that prohibit it.
• One account is for one person. You may not share your account or sell or transfer it.

4Your account

You must give accurate information and keep it up to date. Keep your password secret and your devices secure; you are responsible for activity under your account unless it results from our failure. Tell us immediately at contact@memoryclone.com if you suspect unauthorised use. If you sign in with Google, Google’s terms also apply to that sign-in.

For security we may require you to verify your email, sign in again, or update the app.

5The Service and how it may change

Memory Clone lets you import conversations and notes, analyse writing style locally, build clones and chat with them. Most processing happens on your computer. Some features use cloud AI only after you switch cloud processing on for a clone, as described in the Privacy Policy.

• The app runs on supported versions of Windows and needs an internet connection for sign-in, licence checks, purchases and cloud AI features.
• Memory Clone is a new and evolving product. Features, AI models, supported import formats, limits and the design of the app may change as we improve it, as our providers change their services or as the law requires. We do not promise that any particular feature, model, import format or integration will remain available.
• We may release updates to fix problems, improve security or comply with law. Some updates are required; older versions may stop working with our servers until you install them.
• We may set reasonable limits, for example on request rates or the length and cost of a single reply, to keep the Service secure, affordable and fair for everyone.
• We may change, add or remove features. If a change materially reduces a paid feature you are currently using, we will tell you in advance and, where the law gives you that right, you may cancel and receive a refund for the unused part of a prepaid period.
• If we decide to stop providing the Service altogether, we will give you at least 30 days’ notice where reasonably possible and the refunds the law requires, including for the unused part of any prepaid period. Data on your computer stays under your control.
• Optional features such as Natural check-ins are off by default, use credits when they run and can be switched off at any time.

6Licence to use the app

Subject to these Terms, we give you a personal, non-exclusive, non-transferable, revocable licence to install and use the app on computers you own or control, for your own personal use. You must not, and must not help others to:

• copy, modify, distribute, sell, rent or sublicense the app;
• reverse engineer, decompile or disassemble it, except to the extent the law expressly allows;
• bypass licence checks, credit charging, rate limits or security measures, or access our servers other than through the app and website;
• use bots or automated means to create accounts, scrape, or place excessive load on the Service;
• try to extract our prompts, model configuration or source code, or any other user’s data;
• use the Service, Output or information about how the Service works to develop, train, fine-tune or benchmark an AI model or product that competes with Memory Clone;
• remove proprietary notices or misrepresent the origin of the app.

7Your Content, the people in it and your responsibility

You keep all rights in Your Content. Most of it never leaves your device. You give us a limited, worldwide, royalty-free licence to process the parts you send to our servers only as needed to provide the Service to you, comply with law and keep the Service secure. This licence ends when the content is deleted from our systems as described in the Privacy Policy. We do not use Your Content to train AI models.

You alone decide which material to import, which clones to create, whom they represent and whether cloud processing is switched on. We do not check whether you have permission, do not verify the confirmations you give in the app and do not review Your Content, most of which never reaches us.

You confirm, and promise for as long as you use the Service, that:

• you have the right to use Your Content, including the permission or another lawful basis required to use other people’s messages, names and personal information;
• you did not obtain Your Content unlawfully or in breach of a duty of confidence;
• your use complies with privacy, data protection, confidentiality, intellectual property and other applicable laws. You are responsible for complying with the data protection laws that apply to you as to other people’s information. Keeping your own conversations for purely personal or household purposes may be exempt from some of those laws, but this depends on where you live and how you use the material, and it does not cover sharing, publishing or business use;
• where a clone represents a living person other than you, you have their permission, or another lawful right, and if they object or withdraw permission you will stop using and delete that clone;
• where a clone represents someone who has died, you act with respect for them, for any wishes they expressed and for the feelings and rights of their family and others in the conversations.

You are responsible for Your Content and how you use clones and Output. We do not monitor content on your device. If someone believes they have been cloned without permission, they can contact us through the route in the Acceptable Use Policy; we may ask you to confirm that you have permission and may act under section 21.

8AI simulation: no guarantee of likeness or accuracy

A clone is an imperfect AI simulation. Output is produced automatically by AI, at your request, from the material you chose to import and the messages you type. We do not write or approve individual replies before you see them and cannot predict exactly what a clone will say.

• Do not rely on Output for medical, legal, financial, safety or other important decisions.
• Do not present Output as genuine statements of a real person, use it to impersonate anyone or use it to deceive. If you share Output, make clear it was generated by AI, and do not remove or hide the signs that it is AI.
• Output is not evidence of what a real person said, thought, intended or agreed, and must not be used or presented as such.
• Because Output is generated from Your Content at your request, you are responsible for how you use, keep and share it.
• As between you and us, you may use Output for your personal purposes, subject to these Terms and the rights of others. Similar Output may be generated for other users.

More information is in the AI Transparency Notice.

9Emotional wellbeing and no reliance

Talking with a clone, especially of someone who has died or of a relationship that has ended, can bring comfort but can also cause grief, distress, confusion or emotional dependence, and can make it harder to adjust to a loss. You choose whether, when and how much to use Memory Clone, and you can stop at any time.

• Memory Clone is not a medical device, therapy, counselling or a crisis service, and it does not replace professional help or the people in your life.
• If you feel overwhelmed, notice that you are depending on a clone, or are thinking about harming yourself, stop using it and contact a professional, your local emergency number or a helpline listed in the AI Transparency Notice.
• Do not use Memory Clone if you believe it is likely to harm your wellbeing. You may find it helpful to have someone you trust support you while you use it.

Emotional distress: we are not responsible for grief, distress or upset caused by the content of Output or by your choice to use the Service, except where it is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill. This does not affect the liabilities that section 24 says can never be limited.

10Data on your computer and backups

Imported chats, the memory index, clones, delivered Persona Blueprints and your chat threads are stored on your computer, not on our servers. That means:

• You are responsible for the security of your computer and Windows account, including passwords, malware protection, device encryption and who can use the computer. Anyone who can sign in to your Windows account may be able to open your Memory Clone data, so do not share that account. Apart from your sign-in session, which is protected with Windows data protection, the app does not add its own encryption to your local workspace.
• You are responsible for keeping your own backups, including of the original exports. We do not hold a copy of your local data and cannot recover it if it is deleted, corrupted or lost with your device.
• Deleting a clone or uninstalling the app is under your control. Make sure you have what you need before you delete anything.

We are not responsible for loss of, damage to or unauthorised access to data stored on your computer, except to the extent it is caused by our failure to use reasonable care and skill or by a fault in the app we supplied. In that case section 24 applies, including your right to a repair or compensation if defective digital content we supplied damages your device or other digital content.

11Plans, prices, fees and taxes

Our plans, credit packs and their prices are shown on the pricing page and in checkout. Prices are in US dollars unless stated otherwise.

• Promotions: a promotional price is a genuine reduction from the regular price shown next to it. A promotion applies until its stated end. If you start a subscription at a promotional price, that price continues for as long as the subscription stays active, unless we give you at least 30 days’ notice of a change before the renewal it applies to, together with your right to cancel before it takes effect.
• Service fee: a service fee of 10% of the plan price is shown separately in checkout before you pay and forms part of the total on which tax is calculated.
• Taxes: VAT, GST or sales tax is calculated in checkout from your billing details where we are required to collect it, and shown before you pay.
• Your bank or card issuer may charge currency conversion or foreign transaction fees; these are outside our control.
• If we make an obvious pricing error, we may cancel the affected order and refund you in full.

12Payment

Payments are processed by Stripe. By paying, you authorise us and Stripe to charge your chosen payment method for the total shown, and for recurring charges if you choose a subscription. We do not receive or store your full card details. Available payment methods depend on your device, browser and region.

Your purchase is confirmed when Stripe confirms the payment; access, slots and credits are then delivered to your account automatically, normally within a minute. If a payment fails or is reversed, the related access may be paused or withdrawn as described in the Credits & Billing Rules.

13Subscriptions, renewal and cancellation

• Monthly and annual subscriptions renew automatically at the end of each period, at the then-current price for your subscription, until you cancel.
• You can cancel at any time in your profile or the Stripe billing portal linked there. Cancellation stops future renewals; access continues until the end of the period already paid.
• We will send any reminders, renewal notices and cooling-off information required by the law that applies to you, including for annual plans.
• If a renewal payment fails, Stripe may retry it. During that time access linked to that subscription may be limited; other active subscriptions are not affected.
• We may end a subscription plan for everyone with at least 30 days’ notice; you will keep access until the end of your paid period.

14Credits and clone slots

Credits pay for AI processing and clone slots let you keep clones active. The detailed rules, including which credits are spent first, renewal of Clone Credits, archiving and reactivation of clones, and what happens when a plan ends, are in the Credits & Billing Rules, which form part of these Terms. Credits have no cash value, cannot be transferred or exchanged for money and are not refundable except as stated in the Refund & Cancellation Policy or required by law.

15Your statutory rights, cancellation and refunds

If you are a consumer, you have legal rights in relation to digital content and services that are faulty, not as described or not supplied with reasonable care and skill. These Terms do not affect those rights.

If you live in the UK, the EEA or Switzerland, you may have a 14-day right to cancel. When you buy, you ask us to start supplying the digital content or service immediately and acknowledge how this affects that right. The full rules, the remedies available, how we handle billing errors and a model cancellation form are in the Refund & Cancellation Policy.

16Acceptable use

You must follow the Acceptable Use Policy. In particular, you must not use Memory Clone to impersonate, deceive, harass, exploit or harm anyone, to create a clone of a living child, to create sexual content involving a real person without their consent or involving minors, to produce false evidence, or for any unlawful purpose.

17Our intellectual property

The Service, including the app, website, design, text, graphics, the Memory Clone name and logo and our trading name, is owned by us or our licensors and protected by intellectual property laws. Except for the licence in section 6, these Terms give you no rights in it. Open-source components are licensed under their own licences, which take precedence for those components.

18Feedback

If you send us ideas or suggestions, we may use them without obligation to you. We will not identify you publicly as their source without your permission.

19Third-party services

The Service relies on third parties, including Stripe for payments, OpenAI for cloud AI processing, Google for optional sign-in, our hosting provider for the website and servers, and Microsoft for Windows and the Edge WebView2 component that displays the app. Their own terms may apply to your use of their services. We are not responsible for third-party websites you visit from links in the Service.

We choose these providers with care and remain responsible for our own obligations, but we are not responsible for their acts, omissions, outages, security incidents or changes to their services, prices or policies to the extent these are beyond our reasonable control. If a provider changes, limits or withdraws its service, we may switch to another provider of comparable quality or adjust the affected feature under section 5. This does not affect our responsibilities under data protection law for providers that process personal information on our behalf, or your statutory rights.

20Availability and support

We work to keep the Service available and secure but cannot promise it will be uninterrupted, error-free or available at any particular time. We may suspend parts of it for maintenance, security or reasons beyond our reasonable control and will try to give notice of planned maintenance. Support is available at contact@memoryclone.com; we aim to reply within 3 business days.

Events beyond our reasonable control include, for example, failures of the internet, power or hosting, outages or changes at our providers, cyber attacks we could not reasonably prevent, changes in law and natural events. If such an event affects the Service, we will tell you where we can and take reasonable steps to limit its effect.

21Suspension and termination

• By you: you may stop using the Service and delete your account at any time by contacting us or using the data request form. Cancel any subscriptions first to avoid further charges.
• By us: we may suspend, limit or end your access, or refuse a purchase, if (a) you seriously or repeatedly breach these Terms or the Acceptable Use Policy; (b) we reasonably believe your use creates a risk of harm to anyone, including the people represented in your clones, or legal liability for us or others; (c) you open a payment dispute that we reasonably believe is fraudulent or abusive, for example for a purchase you authorised and used; (d) your use threatens the security or integrity of the Service; or (e) a law, court or regulator requires it. Where reasonable we will give notice and a chance to fix the problem first, but we may act immediately where a breach is serious or unlawful or there is a risk of harm.
• Refunds: if we end your access without cause, we will refund any prepaid amount for the unused period. If we end it because of your serious breach, fraud or abuse, we do not refund unused periods or credits, except where the law requires.
• Records and authorities: we may preserve the account, billing, consent, usage and security records we hold, and disclose them to law enforcement, regulators, courts or others with a legal right to them where the law requires or permits, or where needed to protect anyone from serious harm. We cooperate with lawful requests from authorities.
• Effect: when your account ends, your licence ends, unused credits lapse and server-side data is handled as described in the Privacy Policy. Content on your computer remains under your control; export or delete it before uninstalling.
• Sections that by their nature should survive (for example 7, 8, 9, 10, 17, 21, 22, 23, 24, 25 and 27) continue after termination.

22Your responsibility for losses you cause

If you are a consumer, you are responsible for loss or damage we suffer that is a foreseeable result of your breach of these Terms, the Acceptable Use Policy or the law, including reasonable costs of dealing with claims made against us by others, for example by people whose messages you imported without permission or who were harmed by Output you shared. We will tell you promptly about any such claim and give you a reasonable opportunity to respond.

If you use the Service for business purposes, the indemnity in section 25 also applies.

23Disclaimers

We provide the Service with reasonable care and skill and as described in these Terms. Beyond the rights you have by law, and to the extent the law allows, we make no other promises about the Service, and in particular we do not promise that Output will be accurate or appropriate or will resemble any person to a particular degree (section 8), that using the Service will have any particular emotional effect (section 9), that the Service will meet every need, or that it will be free of interruption (section 20). Example conversations and illustrations on our website show how the Service can work; your results depend on your material. Memory Clone is not a medical device, therapy or crisis service (section 9).

24Our responsibility to you

If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or our failure to use reasonable care and skill. We are not responsible for loss or damage that was not foreseeable, that was caused by events outside our reasonable control, or that results from your failure to follow these Terms, to install required updates or to keep your own backups.

Within those rules, we are not responsible for what you or others do with clones or Output, for loss of locally stored data except as section 10 provides, for emotional distress except as section 9 provides, or for third-party services except as section 19 provides.

We supply the Service for domestic and private use. If you use it for any commercial or business purpose, we have no liability to you for loss of profit, business, opportunity or data, except as section 25 provides.

If defective digital content we supplied damages a device or other digital content belonging to you, we will either repair the damage or pay you compensation, unless the damage was caused by your failure to follow our instructions or install free updates we offered.

Overall limit: to the extent the law allows, our total liability to you for all other claims arising out of or in connection with the Service in any 12-month period is limited to the greater of (a) the total amount you paid us in the 12 months before the event giving rise to the claim and (b) £100 (or its equivalent in your local currency). This limit does not apply to the liabilities in the next paragraph, does not reduce any repair, replacement, price reduction, refund or other remedy you are entitled to under consumer law, and does not apply where the law that protects you does not allow it.

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded by law, including your statutory consumer rights.

25Additional terms for business users

If you use the Service in the course of a business, the following terms also apply and prevail over anything else in these Terms:

1. The consumer-only rights in these Terms and the Refund & Cancellation Policy do not apply, except where the law requires.
2. To the fullest extent permitted by law, the Service is provided “as is” and all warranties, conditions and other terms implied by statute, common law or otherwise are excluded.
3. We are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation, for loss or corruption of data, for wasted expenditure, or for any indirect or consequential loss.
4. Our total liability arising out of or in connection with the Service in any 12-month period is limited to the amounts you paid us in the 12 months before the event giving rise to the claim.
5. Any claim against us must be brought within 12 months after you became aware, or ought reasonably to have become aware, of the facts giving rise to it; after that it is barred.
6. You are responsible, as controller, for complying with data protection law for any personal information you import or process with the Service; the personal or household exemption does not apply to business use.
7. You will indemnify us and keep us indemnified against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with Your Content, your use of clones and Output, your breach of these Terms or the Acceptable Use Policy, your infringement of anyone’s rights or your breach of data protection or other law. We will tell you promptly about any claim, and you will not settle a claim in a way that admits fault on our behalf without our written consent.

Paragraphs 2 to 5 do not limit or exclude any liability that cannot be limited or excluded by law, including the liabilities listed in the last paragraph of section 24.

26Changes to these Terms

We may update these Terms to reflect changes in the Service, law or our business. For material changes we will give you at least 30 days’ notice by email or in the app before they apply to you. If you do not agree, you may cancel before the change takes effect and, for a prepaid subscription, receive a refund for the unused period. Minor changes, such as clarifications or new optional features, may take effect when published.

27Governing law and disputes

Please contact us first at contact@memoryclone.com; most issues can be resolved quickly. We will acknowledge complaints within 3 business days and aim to resolve them within 14 days.

These Terms are governed by the law of England and Wales. You may bring proceedings in the courts of England and Wales. If you live in Scotland or Northern Ireland, you may also bring proceedings there. If you are a consumer living in the European Union or elsewhere, you also benefit from any mandatory protections of the law of the country where you live, and you may bring proceedings in your local courts where that law allows.

If you are a consumer, nothing in these Terms shortens the time limits that the law gives you to bring a claim.

If you live in the United States

We do not require arbitration, and you may bring a claim in any court that has jurisdiction, including a small claims court. To the extent permitted by the law that applies to you, you and we each agree to bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective or representative proceeding, and each waive any right to a trial by jury. This paragraph does not apply where it is prohibited or unenforceable under that law, and it does not limit any right that cannot be waived.

28General

• Transfer: we may transfer our rights and obligations to another organisation, for example if the business becomes a company; we will tell you and your rights will not be reduced. You may not transfer your rights without our written consent.
• Severability: if a court finds part of these Terms invalid or not binding, the rest continues in force, and the affected part applies to the greatest extent the law allows.
• No waiver: if we delay enforcing these Terms, we can still enforce them later.
• Third parties: no one other than you and us has any right to enforce these Terms.
• Entire agreement: these Terms and the documents they refer to are the whole agreement between us about the Service.
• Notices: we may contact you at your account email or in the app. You can contact us at contact@memoryclone.com.
• Language: these Terms are in English, which prevails over any translation to the extent permitted by law.

29Contact