Terms of Service

Effective October 11, 2026

These Terms of Service ("Terms") are a binding agreement between you and Embedchain, Inc. ("Embedchain", "we", "us" or "our"). They govern your access to and use of zoozoo, the personal assistant you reach by text message, messaging app, email, the web or any other channel we offer ("zoozoo"), and the websites at zoozoo.app and app.zoozoo.app and any related software and services (together with zoozoo, the "Services"). By creating an account, sending a message to zoozoo, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. Our Privacy Policy explains how we handle information.

PLEASE READ THESE TERMS CAREFULLY. SECTION 18 REQUIRES YOU AND EMBEDCHAIN TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS ACTION, AND EXPLAINS HOW TO OPT OUT. SECTIONS 4, 14 AND 15 MAKE YOU RESPONSIBLE FOR ACTIONS ZOOZOO TAKES FOR YOU AND LIMIT EMBEDCHAIN'S LIABILITY.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are barred from receiving them under applicable law, including sanctions and export laws, if you are on any U.S. government list of prohibited or restricted parties, if you are located in a country or region subject to U.S. embargo, or if we have previously suspended or removed you from the Services. The Services are intended for use in the United States. If you use the Services on behalf of an organization, you represent that you have authority to bind it, and "you" includes that organization.

2. Your account

You must give accurate, complete and current information. You represent that you are the subscriber or customary user of any phone number you register. You are responsible for safeguarding your phone, phone number, email account, devices and credentials, and for all activity that happens through your account, your phone number or your email address, whether or not you authorized it, except to the extent caused by our failure to maintain reasonable security. We may treat any message from your registered phone number or email address as coming from you. Tell us promptly at privacy@mem0.ai if you believe your account has been used without permission.

3. How zoozoo works

zoozoo is powered by artificial intelligence and machine learning technologies ("AI"). You may give zoozoo messages, instructions, voice notes, photos, documents and other materials and data, directly or through a Connected Service (defined in Section 6) ("Input"). zoozoo uses AI to generate responses, drafts, summaries and other materials based on your Input ("Output"), and to take actions on your behalf ("Actions"). Information that zoozoo collects from a Connected Service is your Input. Input and Output are together "Your Content".

Output. Output is generated by AI without human review and may be inaccurate, incomplete, outdated, offensive or not suited to your purpose. Output may not be unique, and other users may receive similar Output. You are responsible for evaluating Output before you rely on or use it. zoozoo does not provide legal, financial, tax, investment, medical, mental health or other professional advice.

Not for emergencies. Do not use zoozoo for emergencies or for anything where a missed, late or wrong response could cause injury, loss or harm. Reminders, scheduled messages and other time-sensitive Actions may be delayed or may not happen.

Changes and availability. We may add, change, limit, suspend or discontinue any part of the Services, including early access and beta features, at any time, with or without notice and without liability. We may set and change usage limits. We do not promise that the Services will be available at any particular time or for any particular period.

Monitoring. We may, but are not required to, monitor, log, review, block, modify or stop any use of the Services or any Action, for safety, security, legal compliance, operation or support.

4. Actions

You can instruct zoozoo to take Actions, such as sending messages and emails, filling in forms, browsing websites, signing in to accounts, scheduling events and making purchases. You authorize Embedchain and zoozoo to take the Actions you instruct, the Actions reasonably necessary to complete them, and the Actions your settings allow zoozoo to take on its own initiative, using the accounts, credentials and payment methods you make available. You represent that you are permitted to authorize these Actions under the terms of each account and service involved.

• Your approval, including a reply such as "yes" or a tap on an approval link, authorizes the Action described.
• Messages, emails and other communications that zoozoo sends for you are sent in your name, and recipients may treat them as coming from you.
• You are solely responsible for every Action taken and every communication sent through your account, and for their results, including Actions that zoozoo takes by mistake, in a way you did not intend, or based on content provided by others.
• You must supervise zoozoo, give clear instructions, read each request for approval before you approve it, and review Actions taken for you. Do not give zoozoo more access than you are willing to have it use.
• Actions may be irreversible. We do not guarantee that any Action will be taken, completed, completed on time or completed correctly.
• Embedchain is not your fiduciary. Nothing in these Terms creates a fiduciary, partnership, joint venture or employment relationship between you and Embedchain, or any relationship between Embedchain and any third party that zoozoo deals with for you.
• We may refuse, pause, block or stop any Action at any time for any reason.

5. Purchases and payments

If you ask zoozoo to make a purchase or payment, you represent that you are authorized to use the payment method. You are responsible for every transaction made for you, including its amount, merchant, taxes, fees and currency, and for setting limits that suit you. Embedchain is not the seller of goods or services you buy through zoozoo and is not a party to your transactions with merchants. Raise any problem with the merchant or your payment provider. Embedchain is not responsible for any loss arising from a transaction made for you.

6. Connected Services

zoozoo may access and interact with third-party websites, applications and services that you connect or ask zoozoo to use (each, a "Connected Service"), including email, calendar, document and storage services, financial and payment services, merchants and other websites. You authorize Embedchain and zoozoo to access, copy, collect, index and use data from your Connected Services, to exchange data with them, and to take Actions in them on your behalf, as described in these Terms and our Privacy Policy.

Your use of a Connected Service is governed by its own terms and policies. You are solely responsible for making sure that zoozoo's interactions with each Connected Service on your behalf are permitted under those terms. Embedchain does not control, endorse or make any promise about Connected Services, and is not responsible for their content, availability, security, acts or omissions, or for how they use your information. A Connected Service may change or end its availability through zoozoo at any time.

7. Messages and other people

By sending a message to zoozoo or giving us your phone number, you agree to receive messages from zoozoo at that number, including replies, reminders, updates, service messages and messages zoozoo sends on its own initiative under your settings. These messages may be sent using automated technology. Message frequency varies. Message and data rates may apply. You agree to receive these messages even if your number is on a do-not-call list. Carriers are not liable for delayed or undelivered messages. We will not send you marketing messages unless you separately agree to receive them. You may withdraw your consent at any time by any reasonable means, including by emailing privacy@mem0.ai. Because zoozoo works by message, withdrawing consent ends your use of zoozoo and we may close your account.

You represent that you have all rights and consents needed to share information about other people with zoozoo, to have zoozoo contact anyone you ask it to contact, and to add zoozoo to any group conversation. If you add zoozoo to a group conversation, you are responsible for telling the other participants that zoozoo will receive their messages.

8. Your Content

As between you and Embedchain, you keep any rights you have in Your Content. You grant Embedchain, its affiliates and its service providers a worldwide, non-exclusive, royalty-free, fully paid, transferable and sublicensable license to host, store, copy, process, transmit, modify, adapt, display and create derivative works of Your Content to operate, provide, secure, support and improve the Services. This license continues after you stop using the Services to the extent needed to keep backup copies, comply with law and enforce these Terms.

By submitting or making available any Input, you represent that you have all rights, licenses, consents and permissions needed to submit it and to allow us to use it as described in these Terms, and that your Input, Output generated from it and Actions taken on it will not violate any law, any third party's rights or any terms that apply to you. Embedchain is not required to store, back up, return or keep any of Your Content. You are responsible for keeping your own copies of anything you need.

If you send us feedback, ideas or suggestions, Embedchain may use them for any purpose without restriction, attribution or payment to you.

9. Acceptable use

You may not use the Services, or instruct zoozoo, to:

• violate any law or anyone's rights, including privacy, publicity and intellectual property rights;
• harass, threaten, defraud, deceive, discriminate against or impersonate anyone;
• send spam, unsolicited bulk messages or messages a recipient has not agreed to receive;
• access accounts, systems or data you are not authorized to access;
• make purchases or payments you are not authorized to make;
• create, distribute or run malware, or attack or interfere with any system;
• probe, scan or test the security of the Services, or bypass any limit or safeguard, except through a disclosure program we publish;
• copy, reverse engineer, decompile or extract the Services or their models, prompts or code, or use Output to build a competing product;
• resell, rent, sublicense or share access to the Services;
• use bots or other automated means to access the Services except as we allow; or
• make decisions about another person's eligibility for credit, employment, housing, insurance or similar matters.

We may investigate any suspected violation and may report it to law enforcement or affected parties.

10. Fees

We may offer the Services free of charge and may begin charging, or change prices, at any time with notice. Paid plans, usage charges and their renewal and cancellation terms will be shown to you before you buy. You authorize Embedchain and its payment processors to charge your payment method for all amounts you incur, plus applicable taxes. Except where the law requires otherwise, all fees are non-refundable, including for partial periods and unused features. Promotional credits have no cash value, cannot be transferred and may expire.

11. Ownership

Embedchain and its licensors own all rights in the Services, including the software, models, prompts, designs, documentation and the zoozoo name, logos and marks. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services. We reserve all rights not expressly granted. Embedchain owns all technical, diagnostic and usage data about the operation and use of the Services, other than Your Content, and may use it for any lawful purpose.

12. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate your access to all or part of the Services, close your account, or delete Your Content, at any time, for any reason or no reason, with or without notice, and without liability. When your access ends, your license to use the Services ends, and you are not entitled to any refund except as required by law. Sections 3 through 6, 8 and 10 through 20, and any other provision that by its nature should survive, survive termination.

13. Disclaimers

THE SERVICES, ALL OUTPUT AND ALL ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, EMBEDCHAIN AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT MESSAGES WILL BE DELIVERED, THAT ANY ACTION WILL BE TAKEN OR BE CORRECT, THAT YOUR CONTENT WILL BE PRESERVED, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH THE SERVICES, INCLUDING ANYTHING ZOOZOO SAYS, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SERVICES AT YOUR OWN RISK.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) EMBEDCHAIN AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, CONTENT, GOODWILL, OPPORTUNITY OR FUNDS, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNT YOU PAID EMBEDCHAIN FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY TO CLAIMS ARISING FROM ANY ACTION OR ANY FAILURE TO TAKE AN ACTION, INCLUDING UNINTENDED, INCORRECT OR UNAUTHORIZED MESSAGES, PURCHASES, PAYMENTS, BOOKINGS, FORM SUBMISSIONS, CHANGES TO OR DELETION OF DATA, OR UNAUTHORIZED ACCESS TO YOUR ACCOUNT, CONNECTED SERVICES OR DATA. THESE LIMITS ARE AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND EMBEDCHAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL INJURY OR GROSS NEGLIGENCE.

15. Indemnity

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Embedchain and its affiliates, officers, directors, employees, agents and service providers from all claims brought by a third party, and all resulting losses, damages, liabilities, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to your use of the Services, Your Content, any Action taken or communication sent for you, any Connected Service, any information you share about other people, anyone's use of your account, phone number or credentials, or your violation of these Terms, any law or anyone's rights, except to the extent a claim results from Embedchain's fraud, gross negligence or willful misconduct. Embedchain may control the defense of any claim covered by this Section, and you will not settle any such claim without Embedchain's written consent.

16. Release

To the fullest extent permitted by law, you release Embedchain and its affiliates, officers, directors, employees and agents from all claims arising out of or relating to disputes between you and any third party, including merchants, recipients of messages, participants in conversations and Connected Services. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any similar law of any other jurisdiction.

17. Time limit for claims

To the fullest extent permitted by law, any claim arising out of or relating to the Services or these Terms must be started within one year after it arises, or it is permanently barred.

18. Dispute resolution and arbitration

Informal resolution. Before starting arbitration or a small claims case, you and Embedchain will try to resolve the dispute informally for at least 60 days after one party sends the other a written notice describing the dispute and the relief sought. A notice from you must be individual to you, personally signed by you, and include your name, phone number, a description of the dispute and the relief you seek. Send notices to Embedchain at privacy@mem0.ai. Embedchain will send notices to the email address or phone number on your account. Time limits for bringing claims are paused during this period.

Agreement to arbitrate. You and Embedchain agree that any dispute, claim or controversy arising out of or relating to these Terms, the Services or your relationship with Embedchain, including any that arose before you accepted these Terms ("Dispute"), will be resolved by final, binding arbitration on an individual basis, except that either party may (a) bring an individual claim in small claims court, and (b) seek injunctive relief in court for infringement or misuse of intellectual property. The Federal Arbitration Act governs this Section. The arbitrator decides all questions about the scope, validity, enforceability and arbitrability of any Dispute, including whether any part of these Terms is unconscionable, except that a court decides questions about the class action waiver and the public injunctive relief provision below.

Procedure. The American Arbitration Association ("AAA") administers the arbitration under its Consumer Arbitration Rules. Hearings take place by video, or in person in the county where you live if you request it. Embedchain pays the AAA filing, administration and arbitrator fees beyond the filing fee you would pay in court, unless the arbitrator finds your claim frivolous or brought for an improper purpose. Each party bears its own attorneys' fees unless applicable law or the arbitrator awards them. The arbitrator may award relief only to you individually and only to the extent needed for your individual claim. If the AAA is unavailable or declines to administer the arbitration, you and Embedchain will agree on a substitute administrator, or a court will appoint one under the Federal Arbitration Act.

Class action and jury waiver. YOU AND EMBEDCHAIN MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU AND EMBEDCHAIN WAIVE THE RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW. If this class action waiver is found unenforceable for a claim, that claim will be decided in court and not in arbitration.

Public injunctive relief. Nothing in these Terms waives your right to seek public injunctive relief where applicable law provides it. A claim for public injunctive relief will be decided by a court after any arbitrable individual claims are resolved, and the court case will be stayed until then.

Opt-out. You may opt out of this Section by emailing privacy@mem0.ai within 30 days after you first accept these Terms, with your name, phone number and a statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Changes. If we change this Section, the change will not apply to any Dispute of which we had notice before the change. You may reject the change by emailing us within 30 days after it takes effect, and the prior version of this Section will then apply to you.

19. Governing law and venue

These Terms and any Dispute are governed by the laws of the State of California and applicable federal law, without regard to conflict of laws rules. Subject to Section 18, the state and federal courts located in San Francisco County, California have exclusive jurisdiction over any Dispute, and you and Embedchain consent to their personal jurisdiction and venue.

20. General

Changes to these Terms. We may change these Terms at any time by posting the updated Terms here and changing the effective date. If a change is material, we will give you reasonable notice. If you keep using the Services after a change takes effect, you accept the change. If you do not agree, stop using the Services.

Electronic communications. You agree to receive agreements, notices and other communications from us electronically, including by text message, email and posting on our websites, and that they satisfy any legal requirement that they be in writing.

Entire agreement. These Terms and any terms we show you for a specific feature are the entire agreement between you and Embedchain about the Services and replace any prior agreement on the subject. If feature-specific terms conflict with these Terms, the feature-specific terms control for that feature. They apply to your use of the Services from when it began, including any use before they were published.

Interpretation and severability. "Including" means "including without limitation". Headings are for convenience only. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. Our failure to enforce a provision is not a waiver.

Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign or transfer these Terms without restriction, including in a merger, acquisition or sale of assets.

Other. There are no third-party beneficiaries of these Terms. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures of carriers, messaging platforms, AI model providers, hosting providers or other third parties.

California residents. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Contact

Embedchain, Inc.
privacy@mem0.ai