Terms of Service

Effective Date: June 17, 2025
Last Updated: June 17, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between Poppo Inc. ("we," "us," or "our") and you ("you" or "User"), governing your access to and use of the MemChat mobile application, website, and any related services (collectively, the "Service").

By downloading, installing, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service.

The Service is intended solely for individuals who are 18 years of age or older. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

This Service is for entertainment purposes only. It is not a substitute for professional advice. If you have any mental-health concerns, please consult a qualified professional before using the Service. We do not provide medical, psychological, or therapeutic advice.

The Service allows Users to upload chat history exported via WhatsApp's official export feature ("Uploaded Data") to generate an AI-driven conversational persona ("Clone") that imitates the language patterns of the chat partner referenced in the Uploaded Data.

You expressly acknowledge that the Clone is an AI simulation and not the actual individual. Clone responses are machine-generated predictions based on the data provided and may be inaccurate, incomplete, offensive, or otherwise unreliable. We do not guarantee the accuracy or quality of any Clone's responses.

4.1. License Grant. You hereby grant Poppo Inc. a worldwide, non-exclusive, transferable, sublicensable, royalty-free, irrevocable license to host, store, use, reproduce, modify, adapt, translate, create derivative works from, publicly display, publish, and distribute your Uploaded Data and any other user-generated content ("UGC") for the following purposes:

• (a) creating, maintaining, and providing you with Clones;
• (b) operating, improving, and researching Service features and our AI models;
• (c) debugging, security, and quality assurance.

4.2. Third-Party Rights & Your Responsibility. The integrity of our Service depends on your respect for the rights of others. You represent and warrant the following:

• (a) You have the full legal right and authority to upload the Uploaded Data to the Service.
• (b) You have secured explicit, verifiable consent from any and all third parties (including the chat partner) whose personal data, communications, or other information are contained within the Uploaded Data.
• (c) This consent is sufficient to allow us to process the Uploaded Data in accordance with our Privacy Policy for the purposes of creating the Clone and providing the Service to you.

You agree to defend, indemnify, and hold Poppo Inc. and its affiliates, officers, and employees harmless from any and all claims, liabilities, damages, and costs (including attorneys' fees) arising out of your breach of this warranty or your misuse of any third-party data. We reserve the right to request evidence of such consent at any time.

You agree not to use the Service or any Clone to:

• Produce or disseminate content that is defamatory, hateful, violent, harassing, sexually explicit, or discriminatory.
• Provide or solicit medical, legal, financial, or other professional advice.
• Impersonate any person, living or deceased, without lawful authority or valid consent.
• Use any Clone to harass, defame, or deceive any third party, or to create the false impression that you are the individual represented by the Clone.
• Engage in any activity that violates any applicable local, state, national, or international law or regulation.

Regarding data of deceased individuals, you represent and warrant that you have obtained express, legally valid consent from the decedent's executor, administrator, or other lawful representative with the authority to grant such permission. You bear the sole responsibility for verifying this authority.

Certain features of the Service may be offered via a paid subscription (e.g., US $70 per month) or via one-time purchases. All payments are processed exclusively through the Apple App Store and are subject to Apple's applicable payment terms and conditions. All refund requests must be submitted directly to Apple and will be handled in accordance with Apple App Store policies.

The Service is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express or implied. To the fullest extent permissible by law, we disclaim all warranties, including but not limited to the warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.

To the maximum extent permitted by applicable law, in no event shall Poppo Inc.'s total liability to you for any and all claims arising out of these Terms or your use of the Service exceed the greater of: (a) the total amount you paid to Poppo Inc. for the Service in the preceding twelve (12) months; or (b) one hundred U.S. dollars (US $100).

Poppo Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.

Any dispute, claim, or controversy between you and Poppo Inc. arising from or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by JAMS in accordance with its rules. Both you and Poppo Inc. hereby waive any right to participate in a class-action lawsuit or class-wide arbitration, and waive any right to a jury trial.

We may suspend or terminate your access to the Service at our sole discretion, at any time, with or without notice, if we believe you have violated these Terms, pose a security risk, or may cause harm to the Service, other Users, or third parties.

We may revise these Terms from time to time. If we make a material change, we will provide you with at least thirty (30) days' notice before the changes take effect, either via an in-app notification or by email to the address associated with your account. By continuing to use the Service after the changes become effective, you agree to be bound by the revised Terms.

For any questions about these Terms, please contact us at: info@popporetronym-inc.com or by mail at:

Poppo Inc.
5-33-16 #502, Sendagaya, Shibuya, Tokyo, Japan