Terms and Conditions

1. Acceptance of Terms

By accessing and using NexMeme ("the Service"), operated by NexMeme, Inc. ("we," "us," or "our"), you accept and agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our Service.

These Terms constitute a legally binding agreement between you and NexMeme, Inc., a company incorporated under the laws of the State of Delaware, United States of America. The Service is subject to U.S. federal and state laws, including the Digital Millennium Copyright Act (DMCA), Computer Fraud and Abuse Act (CFAA), and applicable consumer protection statutes.

2. Description of Service

NexMeme provides an AI-powered meme generation platform that utilizes artificial intelligence technologies, including GPT-4o and proprietary template matching algorithms, to create custom meme content based on user prompts. The Service includes:

• Text-to-meme generation using natural language processing
• Access to a library of meme templates
• Custom template upload capabilities (Pro users)
• API access for programmatic meme generation (Pro and Agent users)
• X402 protocol integration for blockchain-based payments
• Traditional credit card payment processing

3. User Accounts and Registration

3.1 Account Creation

To use certain features of the Service, you must create an account. You may register using one of the following authentication methods:

• Email address and password
• Google OAuth authentication
• Discord OAuth authentication
• Blockchain wallet connection (MetaMask, WalletConnect, etc.)

3.2 Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Providing accurate, current, and complete information during registration
• Updating your account information to maintain its accuracy

3.3 Account Eligibility

You must be at least 13 years of age to use the Service. If you are between 13 and 18 years of age (or the age of majority in your jurisdiction), you may only use the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Users under 13 years of age are prohibited from using the Service in compliance with the Children's Online Privacy Protection Act (COPPA).

4. Credit System and Payments

4.1 Credit System

NexMeme operates on a credit-based system with the following pricing structure:

• Text-to-Meme Generation: 1 credit per meme
• AI-Powered Generation: 3 credits per meme
• Custom Template Usage: 1 credit per meme

All new users receive 10 free credits upon account creation. Credits are non-refundable and non-transferable.

4.2 Payment Methods

We accept the following payment methods:

• Credit Cards: Visa, Mastercard, American Express, and Discover (processed through secure third-party payment processors compliant with PCI-DSS standards)
• X402 Protocol: Blockchain-based micro-payment system supporting multiple cryptocurrency networks

4.3 Subscription Plans

We offer the following subscription tiers:

• Creator (Free): 10 free credits per month, basic templates, multi-auth login, community support
• Pro: $9.99/month or $99/year, 1000 credits per month, premium templates, priority support, no watermark, API access, advanced analytics
• Agent (Custom): Unlimited generations, X402 integration, webhook events, dedicated support, custom contracts

4.4 Billing and Renewals

Subscription fees are billed in advance on a monthly or annual basis. Subscriptions automatically renew unless cancelled at least 24 hours before the end of the current billing period. You may cancel your subscription at any time through your account dashboard. Cancellation will be effective at the end of the current billing period, and you will retain access to paid features until that time.

4.5 Refund Policy

All credit purchases and subscription fees are non-refundable except as required by applicable law or at our sole discretion. If you believe you are entitled to a refund, please contact our support team at support@nexmeme.com within 7 days of the charge.

5. Acceptable Use Policy

5.1 Prohibited Content

You agree not to create, upload, or generate content that:

• Violates any local, state, federal, or international law or regulation
• Infringes on intellectual property rights, privacy rights, or publicity rights of others
• Contains hate speech, harassment, bullying, or threats of violence
• Promotes illegal activities, terrorism, or self-harm
• Contains sexually explicit material involving minors (in compliance with 18 U.S.C. § 2256 and related statutes)
• Contains malware, viruses, or other malicious code
• Impersonates any person or entity or misrepresents your affiliation with any person or entity
• Contains private or confidential information of third parties without authorization

5.2 Prohibited Activities

You agree not to:

• Attempt to gain unauthorized access to the Service, other user accounts, or computer systems
• Use automated systems (bots, scripts) to access the Service without our express written permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Circumvent any technological measures we use to protect the Service
• Interfere with or disrupt the Service or servers connected to the Service
• Use the Service to send spam, phishing attempts, or other unsolicited communications
• Resell or redistribute the Service or generated content without authorization

6. Intellectual Property Rights

6.1 NexMeme Property

The Service, including all software, algorithms, designs, text, graphics, logos, and other materials (excluding user-generated content), is owned by NexMeme, Inc. and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 User Content License

You retain all ownership rights to content you create using the Service. However, by using the Service, you grant NexMeme a worldwide, non-exclusive, royalty-free license to:

• Store and process your prompts and generated content to provide the Service
• Use anonymized, aggregated data for improving our AI models and Service features
• Display your public memes in our gallery or marketing materials (unless you opt out)

6.3 DMCA Compliance

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe your copyrighted work has been infringed, please send a DMCA notice to:

Your notice must include: (1) identification of the copyrighted work, (2) identification of the infringing material, (3) your contact information, (4) a statement of good faith belief, (5) a statement that the information is accurate, and (6) your physical or electronic signature.

7. Third-Party Services and APIs

The Service integrates with third-party services including:

• OpenAI GPT-4o for natural language processing
• Google OAuth for authentication
• Discord OAuth for authentication
• Blockchain networks (Base, Ethereum, Polygon, Arbitrum, Optimism) for X402 payments
• Payment processors for credit card transactions

Your use of these third-party services is subject to their respective terms of service and privacy policies. We are not responsible for the practices, content, or services provided by third parties.

8. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our Privacy Policy.

We comply with applicable U.S. data protection laws, including the California Consumer Privacy Act (CCPA) for California residents. For more information about how we handle your data, please review our Privacy Policy.

9. Disclaimers and Warranties

9.1 "AS IS" Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

9.2 No Guarantee of Service

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected
• Generated content will meet your expectations or requirements

9.3 AI-Generated Content

Content generated by our AI may occasionally produce unexpected, inaccurate, or offensive results. You are solely responsible for reviewing and determining the appropriateness of any generated content before using or sharing it.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COGNIMEME, INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICE GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to defend, indemnify, and hold harmless NexMeme, Inc., its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@nexmeme.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or NexMeme may bring a formal proceeding.

12.2 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Service will be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration will be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction.

12.3 Class Action Waiver

YOU AND COGNIMEME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms. Upon termination:

• Your right to use the Service will immediately cease
• Unused credits will be forfeited (no refunds)
• We may delete your account data in accordance with our data retention policies
• Provisions that by their nature should survive termination will survive

You may terminate your account at any time by contacting us or using the account deletion feature in your dashboard.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Email to the address associated with your account
• Prominent notice on our website
• In-app notification

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California and the United States of America, without regard to their conflict of law provisions.

You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for any actions not subject to arbitration.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and NexMeme regarding the Service.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

16.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, natural disasters, or government actions.

17. Contact Information

If you have any questions about these Terms, please contact us: