Terms of Service

Effective: 17 September 2026　Last updated: 17 September 2026　Version: 1.0

These Terms may be updated from time to time. We will revise the dates above, and will give separate notice of material changes (see Section 25).

IMPORTANT NOTICE: THESE TERMS CONTAIN SECTION 19 (DISCLAIMERS), SECTION 20 (LIMITATION OF LIABILITY), SECTION 21 (INDEMNIFICATION) AND SECTION 24 (GOVERNING LAW AND DISPUTE RESOLUTION). THOSE SECTIONS LIMIT OR EXCLUDE THE COMPANY'S LIABILITY AND AFFECT THE MANNER IN WHICH DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED. PLEASE READ THEM CAREFULLY BEFORE ACCEPTING THESE TERMS.

1. Formation, Parties and Acceptance

1.1　Parties. These Terms of Service (these "Terms") constitute a legally binding agreement between you ("you" or the "User") and Memparcel Intl Trading Limited (憶安寶有限公司), a company incorporated in Hong Kong under company number 80587775, whose registered office is stated in Section 27 (the "Company"), governing your use of memparcel.

1.2　Acceptance. By downloading, installing, accessing or using any part of the Services, or by clicking "I agree" or a similar confirmation, you accept these Terms in full. If you do not accept these Terms, do not download, install or use the Services.

1.3　Acceptance on behalf of an entity. If you accept these Terms on behalf of a legal entity or other organisation, you represent and warrant that you have full authority to bind that entity, and references to "you" include that entity.

1.4　Documents forming part of these Terms. The following are incorporated by reference: (a) the Privacy Policy; (b) the prices and credit tiers published on the website or within the application; and (c) any supplementary terms published by the Company in respect of particular features. In the event of conflict, the body of these Terms prevails unless that document expressly provides otherwise.

1.5　Scope of these Terms. These Terms apply to the memparcel desktop application and related services that you obtain and use via memparcel.com and its subdomains (the "Services"). If you are reading these Terms within the Services or on memparcel.com, they apply to the product you are using.

If the memparcel product you use was obtained via memparcel.cn, it is operated by a different entity, its model channel, payment channel and data-handling arrangements differ from those of the Services, and it is governed by the terms of service published within that product and on memparcel.cn; these Terms do not apply to it. memparcel products obtained through different channels are not interoperable: an authorisation, credit balance or local data obtained in one does not automatically become available in, or transferable to, the other.

1.6　Relationship to the Privacy Policy. The Privacy Policy describes how the Company handles Personal Data. Its commitments are binding on the Company but do not themselves expand the Company's obligations under these Terms.

2. Definitions

3. Eligibility and Age

3.1　Minimum age. You must be at least 13 years old, or such higher minimum age as the law of your jurisdiction prescribes for the use of services of this kind or for the processing of personal data, whichever is higher.

3.2　Minors. If you have not reached the age of full legal capacity in your jurisdiction, you may use the Services only with the consent of a parent or legal guardian, who must agree to be bound by these Terms and to be responsible for your use.

3.3　Capacity. You represent and warrant that you have the legal capacity to enter into a binding contract and are not barred from using the Services under any applicable law.

3.4　Sanctions and export restrictions. See Section 22.

4. Licence Key, Trial and Device Binding

4.1　No cloud account. The Services do not require you to register or sign in to a cloud account. The licence key (the "key") is your sole credential for obtaining and using the Services. The Company does not create a cloud profile for you.

4.2　One key, one device. A key is bound to a single device and may be used with the several local profiles that the Services provide on that device. A local profile organises the materials on that device only. It does not mean that the Company provides cloud backup, cross-device synchronisation, an encrypted vault or operating-system-level identity isolation. The extent to which files and access are isolated as between local profiles is as described in the functional documentation for the Services. Please protect your device, your operating system credentials and your local files.

4.3　Trial. On first installation, a new device may obtain a trial key carrying 7 days of use and 1,000 trial credits, both of which expire at the end of that 7-day period. A device may obtain a trial only once; reinstalling after deleting your data does not entitle you to a further trial. The trial period and the number of trial credits are as published by the Company. No payment method is required to obtain a trial key. Expiry of the trial triggers no charge and does not convert automatically into a paid subscription; the subscription itself carries no free trial period — see Section 7.8.

4.4　The same key throughout. Upon payment, a trial key is upgraded in place to a paid key, and a renewal merely extends its validity; the key itself is not replaced. Your credit batches, purchase history and subscription are carried on that key and need not be migrated. Trial credits remain subject to their own 7-day validity.

4.5　Custody, delivery and recovery of the key.

1. Custody: keep your key safe and do not disclose it to anyone you do not trust. If your key is disclosed, another person may use it to activate an authorisation.
2. Delivery: every paying user receives an email containing the key, sent to the email address used for payment. The key is shown in plain text only when it is first issued and when that key is first sent by email; on any other occasion the Company returns only a licence, and the email is a receipt. The Company's systems hold only a hash of the key (a one-way cryptographic fingerprint derived from the key, which cannot be reversed to reveal the key itself) and cannot reconstruct the plain text.
3. Recovery after reinstalling: you may restore use with the key from that email.
4. If the email is also lost: contact the Company under Section 27; after verification against the order number and the payment email address, the Company will re-issue the key. There is no self-service re-issue endpoint. The device machine identifier is used only to verify binding and is not proof of entitlement.
5. A trial key has no associated email address and cannot be recovered if lost.

4.6　Online verification. Use of the conversation, organisation and other model-related functions of the Services requires a network connection, and the application periodically verifies online that your key remains valid.

1. When verification occurs. The application verifies at start-up and at intervals of a few hours thereafter; you may also trigger verification manually in settings.
2. Where verification is temporarily unavailable. Where verification cannot be completed because of network conditions or because the Company's servers are temporarily unreachable, an authorisation already valid is unaffected for a maximum of seven (7) days, during which you may continue to use the Services (without prejudice to the network connection requirement stated at the opening of this Section). Where verification remains incomplete after seven (7) days, the application will prompt you to go online and will enter the read-only state described in Section 4.6.1.
3. When a withdrawn authorisation takes effect. An authorisation withdrawn by revocation, suspension or refund takes effect at the next completed verification on that device or, where that device remains unable to complete verification, no later than seven (7) days thereafter, whichever is the earlier.

The seven (7) days referred to in paragraph 2 is a tolerance period for licence verification, not a period of offline use of the Services. The conversation and organisation functions require a network connection in all circumstances.

4.6.1　Read-only state where no valid authorisation is held. Where your authorisation expires or is revoked or suspended, or where you have not obtained a valid authorisation, the application enters a read-only state:

1. you may still view, search and export the materials already held on your device — the Company does not lock, encrypt or delete your local materials by reason of an authorisation lapsing;
2. you may not initiate any conversation, organisation or other model call, including by use of your own model key (BYOK). The software use authorisation and model usage are separately charged items (Section 7.1): bringing your own key dispenses with the consumption of credits only; it does not dispense with the requirement to hold a valid software use authorisation; and
3. where you purchase again or renew so as to hold a valid authorisation, those functions resume immediately; your local materials, and any credits still within their validity period, are unaffected.

4.7　Regional binding; not interchangeable. A key and its credits are bound to the region in which they were obtained. Keys and credits obtained through different channels are not interchangeable: a key from one cannot be activated in the other's application, and credits from one cannot be used in or transferred to the other. If the Company offers a migration route, it will be described separately.

4.8　Credential security and responsibility. All activity occurring under your key is deemed to be your own and is your responsibility, save where you can show that it resulted from the Company's fault. If you become aware of unauthorised use or any other security incident, notify the Company immediately under Section 27; losses occurring before the Company receives such notice are borne by you.

4.9　Non-transferable. You may not sell, rent, lend or otherwise permit any other person to use your key.

4.10　Circumvention. The Company may take the measures described in Section 18.2 in respect of conduct intended to circumvent billing, to obtain trials or bonus allowances repeatedly, or to evade device binding or usage limits.

5. What the Services Comprise

5.1　Three components.

1. the desktop application — supporting macOS, Windows and Linux, installed on your own computer and used to organise, search and retrieve your content;
2. a subscription — the licence to use the Software, together with updates and customer support; and
3. credits — used to defray usage charges arising from AI processing and audio transcription.

5.2　Local-first architecture. Your content is stored by default on your own device, and no copy is held on the Company's servers, save that where you use audio transcription your audio file is held temporarily in staging storage and automatically cleared no more than 48 hours after upload (see Section 6.3 of the Privacy Policy). However, organising that content requires calls to an AI model over the internet, and the Company operates no model of its own and must therefore rely on a third-party model provider. The resulting data flows and provider details are set out in Sections 5 and 6 of the Privacy Policy. The Company has never represented, and will not represent, that the Services are "fully offline" or "never connect to the internet".

5.3　System requirements. The minimum system requirements for each platform are as published on the website. The Company does not warrant that the Services will operate on all hardware, operating system versions or configurations.

5.4　Optional features. Certain features, including audio transcription, are optional. If you do not use them, the corresponding data transfers and credit consumption do not occur.

5.5　Beta and preview features. The Company may offer features designated "beta", "preview", "experimental" or similar. Such features are provided AS IS, may be unstable, may be changed or withdrawn at any time, and are not covered by any service level or support commitment.

6. Software Licence

6.1　Grant. Subject to your compliance with these Terms and, where applicable, payment of the relevant fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Software in object code form on devices you own or control, for your personal purposes or the internal business purposes of your organisation.

6.2　Restrictions. Except to the extent that applicable law expressly prohibits such restriction, you may not, and may not permit any third party to:

1. copy the Software, other than a reasonable number of copies for backup purposes;
2. modify, adapt or translate the Software, or create derivative works based on it;
3. reverse-engineer, decompile or disassemble the Software, or otherwise attempt to derive its source code;
4. remove, obscure or alter any proprietary notice, mark or watermark;
5. rent, lease, lend, sell, sublicense or distribute the Software, or make its functionality available to third parties as a service (including on a SaaS, hosted or time-sharing basis);
6. circumvent, defeat or attempt to bypass the Software's licence verification, usage limitations or credit-metering mechanisms; or
7. use the Software to develop a product competitive with the Services.

6.3　Reservation of rights. These Terms grant a licence only and do not constitute a sale of the Software. All rights not expressly granted are reserved by the Company and its licensors.

6.4　Updates and versions. The Company may release updates, upgrades or patches. Unless otherwise stated, such releases are governed by these Terms. The Company may require you to install an update in order to continue using the Services; the Company is under no obligation to maintain any legacy version indefinitely.

6.5　Third-party open source components. The Software may include third-party components licensed under open source licences; a list of such components and their licences is provided with the Software or published on the website. Where an applicable open source licence conflicts with these Terms, that licence governs in respect of the component concerned.

6.6　Termination of licence. This licence terminates automatically upon termination of these Terms under Section 18. You must then cease using the Software and delete all copies, but your local data is unaffected (Section 18.3).

7. Subscription and Billing

7.1　Plans and prices.

The software use authorisation and model usage may be charged separately. Before you purchase, the purchase page will state clearly: the currency, the amount, the billing period, the entitlements included, any bonus allowance and its validity, and the applicable models or version.

Prices, billing periods and included entitlements are those published on the website or within the application at the time you place your order.

7.2　Seller of record and payment processor.

1. The Company is the seller. In respect of each purchase you make, the Company (Memparcel Intl Trading Limited) is the legal seller, and is responsible to you for the provision of the Services, the issue of invoices, the treatment of taxes and the execution of refunds.
2. Stripe is the payment processor. The Company uses Stripe to process payments. Stripe acts solely as a payment processor and is not a Merchant of Record; it does not become the seller by reason of processing the payment.
3. Statement descriptor. The merchant name appearing on your card statement is memparcel.
4. Your relationship with Stripe. Stripe processes your payment information for its own payment, risk and compliance purposes, subject to its own terms and privacy policy (https://stripe.com/privacy ).

7.3　Taxes.

1. Prices are stated inclusive of applicable VAT, GST, sales tax or similar taxes. No further tax is added at checkout.
2. If you require a receipt or invoice stating the tax amount, you may request one under Section 27.
3. Because the Company is the seller (Section 7.2(1)), the determination, collection, reporting and remittance of applicable taxes are the responsibility of the Company.
4. If you are a business purchaser required by local law to self-account for tax, you must discharge that obligation yourself.

7.4　Automatic renewal. Subscriptions renew automatically for successive periods of the type you selected until cancelled under Section 7.5. You hereby authorise the Company or Stripe to charge your designated payment method at the price then in force at the commencement of each renewal period.

7.5　Cancellation.

1. You may cancel at any time, without giving reasons;
2. cancellation takes effect at the end of the period already paid for; your subscription features are unaffected until that period expires, and no further charge is made thereafter;
3. cancellation does not give rise to a pro-rata refund, save as provided in Section 8 or as required by applicable mandatory consumer protection law; and
4. How to cancel: use the customer portal link in your Stripe receipt email, or email support@memparcel.com requesting cancellation.

7.6　Price changes. Any increase will be notified to you by email or in-app notice at least thirty (30) days before it takes effect, and will apply from your next renewal period. If you do not accept the new price you may cancel under Section 7.5 before it takes effect; continuing your subscription after the increase takes effect constitutes acceptance.

7.7　Pricing tests.

1. The Company may run group-based tests of its subscription pricing; different users may see different prices during the same period, and the price is the same within a given test group.
2. The price applicable to you is the price displayed to you on the purchase page at the time you place your order, and it remains unchanged for the whole of that billing period; any subsequent change is governed by Section 7.6.
3. Allocation to a group is random. The Company does not use any analysis of your personal data as a basis for pricing, and does not use your race, beliefs, health data or other sensitive personal data as a basis for grouping. Users who have already subscribed are not moved into a different price group; the price locked in when you placed your order continues to apply for as long as your subscription remains in effect.

7.8　Trials and promotions. A product trial is offered in the form of a trial key under Section 4.3 (7 days of use and 1,000 trial credits, obtainable once per device). Apart from that trial, the subscription itself carries no free trial period: a subscription is chargeable from the date of payment, and there is no arrangement under which the Service is used free of charge and then converted automatically to a paid subscription. Expiry of the trial triggers no charge, and a trial key does not convert automatically to a paid subscription; to continue using the Service you must actively purchase a subscription. If the Company introduces any other trial or promotion, it will publish the applicable period, the entitlements included and the method of cancellation; save where separately published and agreed by you, no trial converts automatically to a paid subscription.

7.9　Failed payments. If a renewal charge fails, the Company or Stripe may retry within a reasonable period. If payment remains unsuccessful, the Company may suspend your access to subscription features until the outstanding amount is settled; your local data and purchased credits are unaffected.

7.10　Billing errors. If you believe there has been a billing error, you must notify the Company under Section 27 within ninety (90) days of the charge. Failing timely notice, the charge is deemed accepted, save as applicable mandatory law provides otherwise.

8. Refunds

8.1　No-questions-asked refund on first subscription. You may request a full refund within fourteen (14) days of your first subscription payment, without giving reasons. This right applies only to your first subscription payment; renewal payments are dealt with under Section 8.2.

8.1.1　Consequences of a refund. Where the Company approves a refund: (a) your subscription expires immediately and your access to subscription features ceases, with no entitlement to the remainder of the original subscription period; (b) the Company will at the same time cancel the recurring charge for that subscription with Stripe, and you need take no further step; and (c) credits under that purchase are dealt with under Section 8.3.3.

8.2　Renewal charges. Renewal charges are in principle non-refundable, save where: (a) the charge was erroneous or duplicated; (b) the Services suffered a material failure for which the Company is responsible and which was not remedied within a reasonable period; or (c) applicable mandatory consumer protection law requires a refund.

8.3　Calculation of refunds: each item treated separately. Refunds are calculated by distinguishing the following four items, which are not treated as a single deductible sum:

8.3.1　Relationship to rate protection. In respect of paid credits that remain unconsumed you have two parallel remedies: (a) to request a refund within fourteen (14) days of the top-up under this Section; or (b) to claim the protection under Section 9.4(5), namely settlement at the rate applicable at the time of purchase, or the crediting of additional credits. Failure to request a refund within fourteen (14) days does not affect your right to claim rate protection under Section 9.4(5).

Please note: under Section 9.2, paid credits are drawn down before bonus credits. Each time you use the Services during the refund period, the number of paid credits eligible for refund is reduced accordingly. Further, under Section 8.3.3, once you obtain a refund in respect of a purchase, the credits remaining under that purchase lapse, and no question of rate protection then arises; the two remedies are alternative and may not be combined.

8.3.2　Relationship to the purchase page. The specific refund period, scope, method of deducting consumed allowances and processing time will be published on the purchase page before you purchase; where the published terms differ from this Section, whichever is more favourable to you applies.

8.3.3　Treatment of remaining credits after a refund. Where a refund is made in respect of a purchase, all credits remaining under that purchase lapse, including both paid credits not yet consumed and bonus credits issued with that purchase, and they are not convertible into cash. A refund and the retention of credits are alternatives; you may not have both.

Worked example. Suppose you purchase 15,000 base credits for a given amount and receive 1,500 bonus credits, and you then consume 1,500 credits. Under Section 9.2 paid credits are drawn first, so the paid credits remaining unconsumed are 13,500. The amount refunded = the amount paid × 13,500 ÷ 15,000, that is, 90% of the amount paid. Once the refund is made, the 13,500 paid credits and the 1,500 bonus credits remaining under that purchase both lapse. The above illustrates the method of calculation only; the actual tiers, bonus rates and amounts are as published on the purchase page.

8.4　Execution of refunds. Refunds are initiated by the Company and processed through Stripe. The time to receipt depends on Stripe's processing and on your card issuer, and is outside the Company's control. Refunds are ordinarily returned to the original payment method.

8.5　How to request a refund. By the contact details in Section 27, stating the order number and the reason.

8.6　Chargebacks and the payment processor's independent rights. If you initiate a chargeback with your card issuer, that process is determined by the card issuer and Stripe under their own rules, and its outcome may differ from the position under this Section. The Company asks that you contact it under Section 8.5 before initiating a chargeback. Any risk-management or settlement rights reserved by Stripe under its own terms are independent of this Section.

8.7　Abuse of the refund policy. The Company may decline further refunds to, and may take the measures described in Section 18.2 against, users who repeatedly request refunds, use refunds to avoid payment, or otherwise abuse this Section.

8.8　Preservation of mandatory rights. This Section does not affect any statutory right of return, withdrawal or refund available to you under mandatory consumer protection law in your place of residence.

9. Credits

9.1　Credits are the unit of account for the Services.

1. Credits are the sole unit of account used by the Services for AI processing and audio transcription usage. You acquire credits by top-up and apply them against such usage.
2. Anchored value, globally consistent: credits are issued against a fixed anchored unit value; an equivalent amount topped up anywhere in the world yields an equivalent number of credits. The anchor value, the top-up tiers and the credits corresponding to each are as published on the website or within the application.
3. Validity: credits are valid for twelve (12) months from the date they are credited and expire if unused.
4. Non-transferable: credits may not be transferred, gifted, withdrawn or exchanged for cash, and do not constitute a deposit, prepaid card, electronic money or negotiable instrument.

9.1.1　Rates: accounted for separately by model and by time period.

1. By model: different AI models consume credits at different rates. The Company displays the original name of the model called and accounts for credits by model. The Company will not use a single credit figure to imply that different models consume the same amount.
2. By time period: the Company may set off-peak and peak rates for the same model, with the off-peak rate no higher than the peak rate. The applicable time periods are as published on the website or within the application.
3. Audio transcription: charged by duration of audio (per minute).
4. Rate schedule: each of the rates above is as set out in the rate schedule published on the website or within the application, which you may review before use.

9.1.2　Estimates and settlement. Where the final consumption of an operation cannot be calculated accurately in advance, the Company will state the basis of the estimate, the method of final settlement, and the usage records available to you.

9.1.3　Tiered bonus credits.

1. The Company may offer tiered bonus credits by top-up tier, such that a higher tier attracts a higher bonus percentage. The tiers and percentages are as published on the website or within the application.
2. Bonus credits and paid credits are treated identically in use, and are subject to the same rates and draw-down rules.
3. Bonus credits are non-refundable and non-convertible into cash (see also Section 8.3); they expire on termination of the account or on expiry of the credits.

9.2　Order of draw-down. Credits are drawn down as follows: paid credits first, then bonus credits; within each category, in order of expiry, earliest expiring first, and where expiry dates are identical, in order of the date credited.

9.3　What consumes credits.

Whether inputs, outputs, cache hits, retries and failed tasks are charged is governed by the published charging rules; the Company neither charges for all of them by default nor treats all of them as free by default.

9.4　Rate changes, and protection of credits already purchased (important).

1. Right to adjust: the Company may adjust credit rates, including in response to changes in upstream providers' pricing.

2. Advance notice: the Company will give you at least seven (7) days' notice of the substance of the adjustment and its effective date, by publication on the website and by in-app notice. An adjustment does not affect credits you have already purchased: under paragraph 5 of this Section, those credits continue to be used at the deduction rate applicable at the time of purchase, until exhausted or expired. The adjustment applies to top-ups you make thereafter.

3. Two forms of adjustment: an adjustment may take the form of (a) a change to the credit consumption rate (the number of credits deducted for a given operation), or (b) a change to the top-up conversion rate (the number of credits obtained for a given amount).

4. As to the top-up conversion rate: an adjustment to it does not affect the number of credits you have already acquired.

5. As to the credit consumption rate (the "deduction rate" referred to on the purchase page) — a binding commitment of the Company (batch anchoring): the credits obtained from each top-up constitute a batch, and that batch is anchored to the consumption rate applicable at the time of that top-up; credits are settled batch by batch, each batch at its anchored rate.

   Accordingly, credits already purchased are, within their validity period, used at the deduction rate applicable at the time of your purchase, until that batch is exhausted or expires.

   Rate protection extends only to models offered at the time of purchase. Batch anchoring covers only those models the Company already offered in its rate card at the time of that top-up; models launched after that top-up are charged at the latest rate card published on their launch, and batch anchoring does not apply to them. The deduction rate currently applicable to each model, and its launch date, are as published in the rate card in the application or on the website.

   If, for technical reasons, settlement batch by batch is not possible, the Company will credit you with additional credits so that their purchasing power is equivalent to that at the time of purchase.

6. No retrospective effect: a rate adjustment does not affect processing completed before it takes effect. The Company will not apply undisclosed rules retrospectively so as to increase the charges for a completed transaction.

7. Relationship to refunds: the protection under this Section neither affects nor replaces your right to request a refund of an unused top-up balance under Section 8.3; the two are parallel remedies.

How the draw-down order and rate anchoring interact: under Section 9.2, paid credits are drawn before bonus credits and, within each category, the earliest expiring first; under paragraph 5 of this Section, each batch is settled at its own anchored rate. The two operate together — the draw-down order determines which batch is used first; batch anchoring determines the rate at which that batch is settled.

9.5　Balance and disputes. You may view your credit balance, consumption history and the rate applicable to each batch of credits in the application at any time. Any dispute must be raised within ninety (90) days of the deduction.

9.6　Credits on termination. Save as provided in Section 18.3, unused credits expire on termination of the account and are not convertible into cash, except where termination results from the Company's own act, in which case unused paid credits are dealt with under Section 8; bonus credits are not convertible into cash, per Section 9.1.3(3).

9.7　Multi-currency pricing, the commercial anchor and the parity rounding band.

1. Anchor currency: credits are priced against the US dollar as the anchor currency.
2. Local-currency tiers are calculated by commercial anchor: for top-up tiers published in a currency other than the US dollar, the corresponding number of credits is calculated and rounded by reference to the commercial anchor published by the Company (that is, the number of credits corresponding to each unit of that currency), rather than converted transaction-by-transaction at the live exchange rate. The number of credits in each tier is accordingly a stable whole number, known to you before you place your order.
3. Parity rounding band (±1%): the deviation between the commercial anchor and the reference exchange rate is kept within plus or minus one per cent (±1%), and that deviation must not operate to your disadvantage — that is, the number of credits obtained under the commercial anchor is not less than the number that would be obtained by conversion at the reference exchange rate. The Company calibrates and reviews that deviation monthly.
4. Adjustment where the band is exceeded: where the deviation exceeds that range, or where it persists, the Company may adjust the commercial anchor published for that currency, giving advance notice under Section 9.4(2).
5. No effect on credits already held: an adjustment under the two preceding paragraphs affects only the local-currency amount and the number of credits for top-ups made thereafter. It does not affect the number of credits you have already acquired, nor the protection of credits already purchased under Section 9.4(5).

10. Bring Your Own Key (BYOK)

10.1　Relationship to the software use authorisation. Bringing your own key does not dispense with the requirement to hold a valid software use authorisation. Your own key dispenses with the consumption of credits only and does not constitute a route of use independent of a subscription; where you hold no valid authorisation the application enters the read-only state under Section 4.6.1, and your own key is equally unavailable in that state.

10.2　Your election and responsibility.

1. the key and the associated account are yours to hold, manage and pay for;
2. usage charges are settled directly between you and that provider and are no concern of the Company;
3. you must review and comply with that provider's terms of service, usage policies and compliance requirements; and
4. the content you submit is transmitted directly from your device to that provider and does not pass through the Company (Section 5.1 of the Privacy Policy).

10.3　Limits of the Company's responsibility. The Company is not responsible for the availability, performance, output quality, billing accuracy, data handling practices or changes of terms of that third-party provider. Any interruption, change or discontinuation by that provider does not constitute a breach by the Company.

10.4　Custody of the key. Your API key is stored only in your device's system keychain and is not uploaded to the Company's servers. All loss arising from your own disclosure, misconfiguration or improper custody of the key is borne by you.

10.5　Lawfulness of the key. You represent and warrant that you are entitled to use the key you enter and that such use does not breach any agreement between you and that provider.

11. Third-Party Services and Content

11.1　Third-Party Services. The Services may integrate with, or link to, Third-Party Services. Such services are not controlled by the Company and your use of them is governed by that third party's own terms and policies.

11.2　No endorsement. The provision of a link or an integration does not constitute an endorsement, recommendation or warranty.

11.3　Exclusion of responsibility. To the fullest extent permitted by law, the Company is not responsible for the availability, accuracy, completeness, security or lawfulness of any Third-Party Service.

11.4　Disputes with third parties. Any dispute between you and a third-party provider is to be resolved between you and that third party.

12. Your Content and Ownership

12.1　Ownership remains with you. You retain ownership of, and all intellectual property rights in, all content you process with the Services. The Company claims no ownership of Your Content.

12.2　Limited licence. You grant the Company only a limited, non-exclusive, royalty-free licence, solely for the purpose of providing the Services to you, to receive, transmit, process and return your Submitted Content. The scope of that licence is strictly confined to completing the processing operation you have initiated, and it terminates upon completion of that operation; any residual licence terminates on termination of these Terms.

12.3　How the Company handles Your Content.

1. the Company trains no models and does not use Your Content for the training, fine-tuning or optimisation of any model;
2. save for the transmission to the model provider and the speech-to-text provider engaged by the Company that is necessary in order to provide the Services, the Company does not provide, sell, rent, exchange or disclose Your Content to any other third party for that party's own purposes, except where legally compelled; and
3. retention and training practices on the part of those providers are governed by their own terms; the Company does not control those practices and makes no representation or warranty in respect of them. See Sections 5 and 6 of the Privacy Policy.

12.4　The Company does not monitor local content. The Company has no technical means of accessing content on your device and does not review, monitor or filter it. Compliance with Section 15 depends on your own observance and on the Company's monitoring of its own systems.

12.5　Your representations and warranties. You represent and warrant that: (a) you hold the necessary rights in, or have obtained the necessary authorisations for, Your Content; (b) Your Content and your processing of it do not infringe the intellectual property, privacy or other rights of any third party and do not breach any applicable law; and (c) you have established the necessary legal basis for the processing of any third-party personal data contained in it.

12.6　Backup responsibility. Your Content is stored on your own device and you must maintain your own backups. The Company cannot recover data lost through device failure, loss, damage, mishandling or your own deletion.

13. The Company's Intellectual Property

13.1　Ownership. The Software, the Services, the website and all content, interfaces, designs, documentation, algorithms and model configurations therein, together with the memparcel name, logos, trade marks and other brand identifiers, are owned by the Company or its licensors.

13.2　No implied licence. Save as expressly granted under Section 6.1, these Terms grant you no right, title or interest in the Company's intellectual property.

13.3　Use of trade marks. You may not use the memparcel name, logos or marks without the Company's prior written consent, save for nominative fair use permitted by applicable law.

14. Feedback

14.1　Voluntary. You are under no obligation to provide any suggestion, comment, improvement or other feedback ("Feedback").

14.2　Grant of rights. If you do provide Feedback, you grant the Company a perpetual, worldwide, irrevocable, royalty-free, sublicensable and transferable licence to use, reproduce, modify and implement that Feedback in any manner, without any obligation of payment or attribution to you.

14.3　Not confidential. Unless otherwise agreed in writing, Feedback is not treated as your confidential information.

15. Acceptable Use

15.1　Prohibited conduct. You must not, and must not assist or permit any third party to:

1. unlawful use — breach any applicable laws or regulations (including those of your jurisdiction) or any third-party right, or use the Services for any unlawful purpose;
2. infringing content — upload or process content you have no right to process, or that infringes another person's copyright, trade marks, trade secrets, privacy or other rights;
3. compromise security — attempt to gain unauthorised access to the systems, accounts or data of the Company or of any third party;
4. interfere with the Services — impose abnormal load by automated means, or otherwise interfere with or disrupt the proper operation of the Services;
5. circumvent billing — circumvent, defeat or bypass credit metering, licence verification or usage limits;
6. resell or re-provide — resell, sublicense or make the functionality of the Services available to third parties as a service;
7. fraud and misrepresentation — impersonate any person, falsify identity, or obtain subscriptions, credits or refunds by deception;
8. harm to others — process or generate content used to harass, threaten, defame, exploit minors or incite violence; or
9. breach third-party provider policies — submit content or requests that breach the usage policies of the relevant model provider.

15.2　Relationship to local content. The Company does not scan or review the content on your device (Section 12.4). Compliance rests principally on your own observance; the Company monitors only such conduct as is observable on its own systems.

15.3　Consequences of breach. The Company may suspend or terminate under Section 18.2 and, where necessary, report the matter to the competent authorities.

15.4　Reporting. You may report a suspected breach by another user under Section 27.

16. Intellectual Property Infringement Complaints

16.1　The Company's role. The Services do not host user-generated content — your content resides on your own device. The notice-and-takedown procedure therefore applies only to material published by the Company itself and to any online material within the Company's control.

16.2　Submitting a notice. A notice must contain: (1) the signature of the rights holder or its authorised agent (an electronic signature suffices); (2) a specific description of the work or right said to be infringed; (3) the specific location of the material said to be infringing; (4) the complainant's name, address, telephone number and email address; (5) a statement of good faith belief; and (6) a statement of accuracy, made under penalty of perjury, that the complainant is authorised to act on behalf of the rights holder.

16.3　Handling. Upon receipt of a compliant notice, the Company will review it within a reasonable period and, where well founded, remove or disable access to the material.

16.4　Counter-notice. A person whose material has been removed may submit a counter-notice stating their identity, the location of the removed material, and a statement of good faith belief that it was removed as a result of mistake or misidentification.

16.5　Repeat infringers. The Company may terminate the accounts of repeat infringers in appropriate circumstances.

16.6　Designated recipient. Intellectual property complaints should be sent to support@memparcel.com.

17. Availability, Modification and Discontinuation of the Services

17.1　No availability warranty. The Company does not warrant that the Services will be uninterrupted, error-free or continuously available.

17.2　Scheduled maintenance. The Company will, where reasonably practicable, give advance notice of scheduled maintenance.

17.3　Modification of the Services. Where a modification materially reduces core functionality for which you have paid, the Company will give you at least thirty (30) days' notice; you may terminate under Section 18.1 before it takes effect and request a pro-rata refund for the unused portion of your subscription.

17.4　Discontinuation. If the Company decides to discontinue the Services altogether, it will give at least ninety (90) days' notice and will: (a) cease charging new fees; (b) refund, pro rata, subscription periods paid for but not delivered; (c) deal with unused and unexpired credits under Section 8; and (d) ensure that you have sufficient time to export all of your data.

17.5　Development plans do not constitute delivery commitments. Mobile audio recording and hardware capabilities that are under development do not automatically become delivery commitments of the current desktop version. Mobile recording will be provided as the mobile application progresses; transcription of existing audio files is provided according to the actual capabilities of the Services.

17.6　Dependence on third parties. Certain functionality depends on third-party providers (Section 6 of the Privacy Policy). Interruption, policy change, price change or discontinuation by such a provider may render the corresponding functionality limited or unavailable; that does not constitute a breach by the Company, but the Company will act, and give notice, under Section 17.3 or Section 17.4.

18. Term and Termination

18.1　Termination by you. You may terminate at any time by ceasing to use the Services, cancelling your subscription (Section 7.5) and closing your account (Section 11.3 of the Privacy Policy).

18.2　Suspension and termination by the Company.

1. Material breach: the Company may suspend or terminate after reasonable notice and an opportunity to cure;
2. Immediate termination without prior notice where: (a) your conduct is suspected of being unlawful; (b) your conduct poses an immediate risk to the Company, other users or third parties; (c) you circumvent billing or defeat licensing; or (d) required by a competent authority or by law;
3. Payment default: see Section 7.9; and
4. Proportionality: where reasonably practicable, the Company will first apply less intrusive measures.

18.3　Effects of termination.

1. Your local data is unaffected — your content remains on your own computer, and the Company will not, and cannot, delete it;
2. the licence under Section 6 terminates automatically; you must cease using the Software and delete all copies;
3. subscription periods paid for but not used: refunded pro rata where termination is by the Company without proper cause; not refunded where termination results from your breach;
4. unused credits: Section 9.6 applies; and
5. account data is dealt with under Sections 9 and 11.3 of the Privacy Policy.

18.4　Survival. The following survive termination: Sections 2, 12, 13, 14, 18.3, 18.4, 19, 20, 21, 22, 24, 26 and 27, together with any other provision which by its nature should survive.

19. Disclaimers

19.1　"AS IS". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SOFTWARE AND ALL OUTPUT GENERATED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

19.2　AI output. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR FITNESS OF ANY AI-GENERATED ORGANISATION, SUMMARY OR CONCLUSION. AI OUTPUT MAY CONTAIN ERRORS, OMISSIONS OR STATEMENTS CONTRARY TO FACT, AND MAY APPEAR CREDIBLE BY REASON OF ITS SPECIFICITY. THE SERVICES RETAIN A SOURCE REFERENCE FOR EACH CONCLUSION SO THAT YOU MAY VERIFY IT; YOU ARE SOLELY RESPONSIBLE FOR ALL JUDGEMENTS AND DECISIONS YOU MAKE IN RELIANCE ON AI OUTPUT. THE SERVICES DO NOT CONSTITUTE, AND MUST NOT BE USED AS, MEDICAL, LEGAL, FINANCIAL, TAX OR ANY OTHER PROFESSIONAL ADVICE.

19.3　Deletion is irreversible. THE SERVICES PROVIDE NO RECYCLE BIN AND NO GRACE PERIOD. DELETION IS PERMANENT AND IRREVERSIBLE, AND THE COMPANY CANNOT ASSIST IN RECOVERY. EXPORT BEFORE YOU DELETE.

19.4　Backups. YOUR DATA RESIDES ON YOUR OWN DEVICE. THE COMPANY CANNOT RECOVER, AND IS NOT RESPONSIBLE FOR, DATA LOST THROUGH DEVICE FAILURE, LOSS, THEFT, DAMAGE, SYSTEM CRASH OR MISHANDLING. MAINTAIN AND PERIODICALLY VERIFY YOUR OWN BACKUPS.

19.5　Third parties. THE COMPANY GIVES NO WARRANTY IN RESPECT OF THE AVAILABILITY, PERFORMANCE, OUTPUT QUALITY, BILLING ACCURACY, DATA HANDLING, RETENTION POLICIES OR CHANGES OF TERMS OF ANY THIRD-PARTY MODEL PROVIDER, SPEECH-TO-TEXT PROVIDER, PAYMENT PROCESSOR OR OTHER THIRD-PARTY SERVICE.

19.6　Preservation of statutory rights. WHERE APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SUCH EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED. NOTHING IN THIS SECTION AFFECTS ANY STATUTORY RIGHT YOU HAVE UNDER MANDATORY CONSUMER PROTECTION LAW IN YOUR PLACE OF RESIDENCE.

20. Limitation of Liability

20.1　Exclusion of indirect loss. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS DIRECTORS, EMPLOYEES, AFFILIATES OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; ANY LOSS OF PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY; ANY LOSS, CORRUPTION OR IRRECOVERABILITY OF DATA; ANY BUSINESS INTERRUPTION; OR THE COST OF PROCURING SUBSTITUTE SERVICES — WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2　Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED US DOLLARS (US$100).

20.3　Liability that cannot be excluded. NOTHING IN THIS SECTION EXCLUDES OR LIMITS THE COMPANY'S LIABILITY FOR: (A) FRAUD OR FRAUDULENT MISREPRESENTATION; (B) WILFUL MISCONDUCT; (C) DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY'S NEGLIGENCE; OR (D) ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20.4　Allocation of risk. YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AS REFLECTED IN THE PRICE OF THE SERVICES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

20.5　Consumer law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS SUCH EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED. NOTHING IN THIS SECTION AFFECTS ANY STATUTORY RIGHT YOU HAVE UNDER MANDATORY CONSUMER PROTECTION LAW IN YOUR PLACE OF RESIDENCE.

21. Indemnification

21.1　Your indemnity. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND ITS DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS FROM AND AGAINST ANY THIRD-PARTY CLAIM, ACTION, INVESTIGATION, LOSS, LIABILITY, DAMAGE, COST AND REASONABLE LEGAL FEES ARISING OUT OF OR RELATING TO: (A) YOUR BREACH OF THESE TERMS OR OF ANY APPLICABLE LAW; (B) YOUR CONTENT, OR YOUR USE OF THE SERVICES, INFRINGING THE INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS OF ANY THIRD PARTY; (C) YOUR USE OF A THIRD-PARTY MODEL PROVIDER UNDER BYOK; OR (D) YOUR FRAUD, WILFUL MISCONDUCT OR GROSS NEGLIGENCE.

21.2　Consumer exception. IF YOU ARE A CONSUMER USING THE SERVICES FOR PERSONAL PURPOSES, THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW; IN MOST CONSUMER-PROTECTION JURISDICTIONS IT DOES NOT APPLY TO YOUR ORDINARY USE AND APPLIES ONLY IN THE CIRCUMSTANCES DESCRIBED AT (B), (C) AND (D) ABOVE.

21.3　Procedure. The Company will: (a) notify you promptly of any such claim; (b) afford you a reasonable opportunity to control the defence and settlement at your own expense (provided that no settlement may impose liability on, or make any admission by, the Company without its prior written consent); and (c) provide reasonable cooperation.

22. Export Controls and Sanctions

22.1　Your representations. You represent and warrant that:

1. you are not located in any country or territory subject to comprehensive sanctions or embargo imposed by the United Nations, the United States, the European Union or Hong Kong;
2. you are not listed on any applicable restricted-party list (including the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Commerce Department's Entity List, EU or UN sanctions lists, and the corresponding regimes implemented in Hong Kong); and
3. you will not use the Services for any purpose prohibited by applicable export control laws.

22.2　Third-party provider restrictions. You must additionally comply with the export control and territorial restrictions of each third-party model provider and speech-to-text provider engaged by the Company.

22.3　Consequences of breach. The Company may terminate your account immediately under Section 18.2(2), without refund.

23. Force Majeure

23.1　Excuse. Neither party is liable for delay in, or failure of, performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or public health events, war, terrorism, civil unrest, strikes or labour disputes, governmental action or change of law, power or telecommunications failure, internet backbone failure, cyber-attack, and the interruption or discontinuation of a third-party provider on which the Services depend.

23.2　Notice and mitigation. The affected party must notify the other as soon as reasonably practicable and take reasonable steps to mitigate.

23.3　Prolonged events. If a force majeure event continues for more than sixty (60) days, either party may terminate on notice; the Company will then refund, pro rata, subscription periods paid for but not delivered.

23.4　Payment obligations. This Section does not excuse your obligation to pay for Services already provided.

24. Governing Law and Dispute Resolution

24.1　Governing law. THESE TERMS ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.

24.2　Good-faith negotiation. Any dispute shall first be addressed by good-faith negotiation. A party must first serve a written notice of dispute under Section 27 setting out the substance of the dispute and the relief sought; the parties shall then use their best endeavours to resolve it within sixty (60) days of service.

24.3　Arbitration. FAILING RESOLUTION BY NEGOTIATION, THE DISPUTE SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED.

1. Seat of arbitration: Hong Kong;
2. Number of arbitrators: one (1);
3. Language of arbitration: English; and
4. Effect of the award: the award shall be final and binding on both parties.

24.4　Consumers' options. IF YOU ARE A CONSUMER: (A) THIS SECTION DOES NOT DEPRIVE YOU OF THE RIGHT TO BRING PROCEEDINGS BEFORE THE COURTS HAVING JURISDICTION IN YOUR PLACE OF RESIDENCE UNDER MANDATORY LOCAL LAW, OR TO COMPLAIN TO A LOCAL CONSUMER DISPUTE RESOLUTION BODY; (B) YOU MAY ELECT TO WAIVE ARBITRATION UNDER SECTION 24.3 AND INSTEAD BRING PROCEEDINGS IN YOUR LOCAL COURTS; AND (C) IF YOU ARE HABITUALLY RESIDENT IN THE EEA OR THE UNITED KINGDOM, THE CHOICE OF LAW IN SECTION 24.1 DOES NOT DEPRIVE YOU OF THE PROTECTION OF MANDATORY CONSUMER PROTECTION PROVISIONS OF THE LAW OF YOUR HABITUAL RESIDENCE.

24.5　Interim relief. Either party may apply to any court of competent jurisdiction for interim or protective relief (including injunctive relief) to prevent infringement of intellectual property or misuse of confidential information, and such application does not constitute a waiver of the agreement to arbitrate.

24.6　Limitation period. Nothing in these Terms shortens any limitation period prescribed by applicable law.

25. Changes to these Terms

25.1　Right to amend. The Company may amend these Terms to reflect changes to the product, legal requirements or business arrangements.

25.2　Advance notice of material changes. The Company will give you at least thirty (30) days' notice by email or in-app notice before any material change to pricing, billing, your rights or the scope of the Company's liability takes effect.

25.3　Acceptance and rejection. Continuing to use the Services after a change takes effect constitutes acceptance. If you do not accept a change, you must cease use and terminate under Section 18.1 before it takes effect; the Company will then refund, pro rata, subscription periods paid for but not used.

25.4　Non-material changes. Other changes take effect on publication, and the "Last updated" date and version number are revised accordingly.

26. General

26.1　Entire agreement. These Terms, together with the documents incorporated under Section 1.4, constitute the entire agreement between the parties in respect of the Services and supersede all prior communications, representations and understandings on the same subject matter.

26.2　Severability. If any provision is held invalid, unlawful or unenforceable, that provision shall be narrowed or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

26.3　No waiver. Any delay or failure by the Company in exercising a right does not constitute a waiver of that right.

26.4　Assignment. You may not assign or otherwise deal with your rights or obligations without the Company's prior written consent, and any purported assignment in breach of this provision is void. The Company may assign these Terms in connection with a merger, acquisition, reorganisation or sale of assets.

26.5　No third-party rights. Save as expressly provided, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong to enforce any of their provisions; provided that the Company's directors, employees, affiliates and suppliers may enforce Sections 19, 20 and 21.

26.6　Notices.

1. From the Company to you: sent to the email address associated with your account, or given as an in-app notice, and deemed served on the date of dispatch. You are responsible for keeping that address valid and monitored;
2. From you to the Company: by email under Section 27, or by registered post to the registered office in Section 27, and deemed served on actual receipt.

26.7　Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

26.8　Language versions. These Terms are executed in Chinese and English. In the event of any discrepancy, the English version prevails; provided that, if you are a consumer and mandatory law in your place of residence requires the local-language version to prevail, that law applies.

26.9　Headings. Section headings are for convenience only and do not affect construction.

26.10　Survival. See Section 18.4.

27. Contacting the Company