Terms of Use

1. Acceptance of Terms

By accessing or using Neomem ("the Service"), operated by Neomem ("we", "our", or "us"), you agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms.

2. Description of Service

Neomem is a knowledge management platform that enables consultants and professional services firms to store, organise, and interrogate their professional knowledge using AI-powered retrieval. The Service includes document storage and processing, a Retrieval Augmented Generation (RAG) pipeline for semantic search and AI chat, wiki pages compiled from source material, reusable skills, and project management features.

3. Account Registration

You must create an account to use the Service. You agree to provide accurate and complete information during registration and to keep your account information current. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

You must notify us immediately at support@neomem.co of any unauthorised use of your account.

4. Your Content and Data Ownership

Ownership: You retain all intellectual property rights to the content you upload to the Service ("Your Content"), including sources, wiki pages, skills, and chat messages. We do not claim ownership of Your Content.

Licence to operate: By uploading content, you grant us a limited, non-exclusive, non-transferable licence to process, store, and display Your Content solely for the purpose of providing the Service to you. This includes:

• Extracting text from your documents
• Generating vector embeddings for semantic search
• Sending relevant excerpts to language models to generate AI responses
• Storing processed data in our databases
• Displaying your content within the application interface

This licence terminates when you delete Your Content or your account. Upon deletion, we remove Your Content and its derivatives (including embeddings) as described in our Privacy Policy.

No AI training: We do not use Your Content to train, fine-tune, or improve any AI or machine learning model. Your data is processed solely to deliver the Service.

Responsibility: You are solely responsible for the content you upload. You represent that you have the right to upload such content and that it does not violate any applicable law or third-party rights. Do not upload content that is illegal, harmful, or that you do not have permission to use. If Your Content contains personal data of third parties, you are responsible for ensuring you have a lawful basis to share that data with us.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Upload malicious files, viruses, or harmful code
• Attempt to gain unauthorised access to the Service or other users' accounts
• Interfere with or disrupt the Service or its infrastructure
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to build a competing product
• Share your account credentials with others
• Upload content that infringes intellectual property rights
• Use automated means to access the Service except through our published APIs
• Circumvent any access controls, rate limits, or security measures

We reserve the right to suspend or terminate accounts that violate these terms.

6. Organisations and Teams

The Service supports multi-user organisations with role-based access control (owner, admin, member). The organisation owner is responsible for managing membership, roles, and access permissions.

Content uploaded within an organisation is subject to the access controls configured by the organisation's administrators. When you leave an organisation, you lose access to that organisation's content. Content you contributed remains within the organisation unless explicitly deleted.

7. AI-Powered Features and RAG Pipeline

The Service uses Retrieval Augmented Generation (RAG) and large language models to provide AI-powered search and chat. You acknowledge and agree that:

• Your document text is sent to third-party AI providers for embedding generation and language model inference, as described in our Privacy Policy.
• AI-generated responses may contain inaccuracies, omissions, or hallucinations. You should verify any AI output before relying on it for professional decisions.
• We do not guarantee the accuracy, completeness, or fitness of AI-generated content for any particular purpose.
• You are solely responsible for any decisions you make based on AI-generated content from the Service.

8. Subscription and Payments

The Service offers free and paid subscription tiers. Paid subscriptions are billed monthly or annually as selected at the time of purchase. All fees are in USD unless otherwise stated.

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. We do not offer refunds for partial billing periods unless required by applicable law.

We may change pricing with 30 days' advance notice. Existing subscribers will be notified by email before any price change takes effect.

9. Data Protection

Our processing of personal data is governed by our Privacy Policy. By using the Service, you acknowledge the data practices described in the Privacy Policy.

Where you upload content containing personal data of third parties (e.g., client documents, meeting transcripts), you act as the data controller for that personal data. We act as a data processor on your behalf. You are responsible for ensuring you have a lawful basis to process that data and for complying with your obligations under applicable data protection laws, including providing notice to data subjects.

Upon request, we will enter into a Data Processing Agreement (DPA) with you to formalise our obligations as a data processor under Article 28 of the GDPR.

10. Intellectual Property

The Service, including its design, code, features, user interface, and documentation, is owned by Neomem and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable licence to use the Service for its intended purpose during your subscription.

"Neomem" and the Neomem logo are trademarks of Neomem. You may not use our trademarks without prior written permission.

11. Service Availability

We target high availability but do not guarantee uninterrupted access. We may suspend the Service temporarily for maintenance, updates, or circumstances beyond our control. We will endeavour to provide advance notice of planned downtime via email or in-app notification.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Neomem shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, arising from your use of the Service.

Our total aggregate liability for any claims arising from the Service shall not exceed the greater of (a) the amount you paid to us in the twelve months preceding the claim, or (b) AUD $100.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, death, or personal injury caused by negligence, or any mandatory consumer protection rights.

13. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied. We disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by applicable law.

Without limiting the foregoing, we do not warrant that AI-generated content will be accurate, complete, or suitable for any professional purpose.

14. Indemnification

You agree to indemnify and hold harmless Neomem from any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from (a) your violation of these Terms, (b) content you upload to the Service, or (c) your violation of any law or third-party rights.

15. Termination

We may suspend or terminate your access to the Service for violation of these Terms, with notice where practicable. You may terminate your account at any time from your account settings or by contacting support@neomem.co.

Upon termination, your licence to use the Service ceases immediately. You may export your data before termination using the export features in the application. We will delete your data in accordance with our Privacy Policy.

Sections that by their nature should survive termination will survive, including Sections 4 (ownership), 12 (liability), 13 (warranties), 14 (indemnification), and 17 (governing law).

16. Changes to Terms

We may modify these Terms from time to time. Material changes will be communicated by email at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the modified terms. If you do not agree to the updated terms, you may terminate your account.

17. Governing Law and Disputes

These Terms are governed by the laws of New South Wales, Australia. Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

If you are a consumer in the European Union, nothing in these Terms affects your rights under mandatory consumer protection laws in your country of residence, and you may bring proceedings in the courts of that country.

18. General

• Entire agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Neomem regarding the Service.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: Our failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms. We may assign our rights in connection with a merger, acquisition, or sale of assets with notice to you.

19. Contact

For questions about these Terms, contact us at legal@neomem.co.