Terms of Service

Last Updated: October 23, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and CodeCr8 LLC, a California limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the MemoryDrop.io platform, website, mobile applications, and all related services (collectively, the "Service").

By creating an account, accessing, or otherwise using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue all use of the Service.

If you are using the Service on behalf of an organization, business, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and that "you" refers to both you individually and that entity.

2. About MemoryDrop.io and CodeCr8 LLC

MemoryDrop.io is a cloud-based event memory and management platform operated by CodeCr8 LLC, headquartered in the State of California, United States. The Service allows event organizers ("Event Owners") to create customized, password-protected or public event websites for weddings, birthdays, corporate functions, and other gatherings. Features include but are not limited to: guest photo sharing, RSVP/registration forms, digital seating charts, event links, registry connections, and branded organization pages.

The Service is available to users worldwide, subject to applicable local laws and these Terms.

3. Eligibility

You must be at least 18 years of age to create an account, purchase a subscription, or use the Service as an Event Owner or organization administrator. Guests who submit RSVPs or upload photos through a publicly accessible event page may do so without an account, but by doing so they agree to these Terms to the extent applicable to guest users.

By using the Service, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater);
• You are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country;
• You are not listed on any U.S. government list of prohibited or restricted parties;
• You have the legal capacity and authority to enter into this agreement;
• Your use of the Service will comply with all applicable local, state, national, and international laws and regulations.

4. Accounts, Organizations & Subscriptions

4.1 Account Registration

To access most features of the Service, you must register for an account. You agree to provide accurate, complete, and current information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at [email protected] of any unauthorized use of your account.

4.2 Organizations

Each account is associated with an "Organization." An Organization may have multiple users and multiple events. The Organization owner is responsible for all actions taken by users within that Organization, including team members they invite.

4.3 Team Members

Organization owners may invite additional users to manage their events. The Organization owner is solely responsible for ensuring that all team members comply with these Terms. We reserve the right to suspend or terminate any user account that violates these Terms, including those of team members.

4.4 Account Security

You are responsible for all activity conducted through your account. We will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. You must not share your login credentials with any third party outside of the authorized team-member invitation process.

5. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in a manner that does not infringe the rights of others. You expressly agree that you will NOT use the Service to:

• Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, invasive of privacy, hateful, or otherwise objectionable;
• Upload content that exploits, depicts, or sexualizes minors in any way;
• Infringe on any intellectual property rights, including but not limited to copyright, trademark, patent, trade secret, or privacy rights of any person or entity;
• Upload images of identifiable individuals without their express consent, or in a manner that violates applicable privacy, biometric, or image rights laws;
• Impersonate any person, organization, or entity, or falsely represent your affiliation with any person or organization;
• Transmit unsolicited commercial communications, spam, or pyramid schemes;
• Introduce malicious code, viruses, worms, spyware, or any other harmful software;
• Attempt to gain unauthorized access to any portion of the Service or its related systems or networks;
• Use automated means (bots, scrapers, crawlers) to access the Service without our express written permission;
• Circumvent, disable, or otherwise interfere with security-related features of the Service;
• Use the Service to facilitate illegal activity of any kind, including but not limited to fraud, money laundering, or harassment;
• Post registry or event links designed to deceive, defraud, or manipulate guests;
• Resell, sublicense, or commercially exploit any portion of the Service except as expressly authorized in a separate written agreement with us.

We reserve the right, but assume no obligation, to monitor use of the Service for compliance with this policy. Violation of this section may result in immediate account suspension or termination without notice or refund.

6. User-Generated Content & Photos

6.1 Your Content

"User Content" means all content, data, text, images, photos, videos, and other materials you or your guests upload, post, submit, or otherwise make available through the Service. You retain all ownership rights in your User Content.

6.2 License Grant to CodeCr8 LLC

By uploading or submitting User Content to the Service, you grant CodeCr8 LLC a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, store, host, reproduce, modify (solely for technical purposes such as formatting or compression), display, and distribute your User Content solely as necessary to provide, maintain, improve, and promote the Service. This license terminates when you delete your User Content or close your account, except where copies have been retained in backup systems for a period not to exceed 90 days.

6.3 No Responsibility for User Content

CodeCr8 LLC does not pre-screen, review, monitor, or edit User Content and expressly disclaims all responsibility and liability for any User Content uploaded to or transmitted through the Service. We are not publishers of User Content and are not responsible for it. You acknowledge and agree that:

• We act solely as a passive conduit and hosting provider for User Content;
• We are not responsible for any User Content that is defamatory, offensive, unlawful, infringing, or otherwise objectionable;
• We do not guarantee the accuracy, integrity, or quality of any User Content;
• You assume all risks associated with your use of and reliance on any User Content.

6.4 Guest-Uploaded Photos

Event Owners may enable guests to upload photos to an event gallery. The Event Owner — not CodeCr8 LLC — is solely responsible for all photos uploaded by guests to their event. Event Owners are responsible for moderating guest-submitted photos (including using the photo approval feature), ensuring guests have consented to being photographed and having their images shared, and removing any content that violates these Terms or applicable law. CodeCr8 LLC shall not be liable for any claims arising from photos uploaded by guests or the publication of those photos on an event page.

6.5 Image Rights and Model Releases

By uploading any photo containing the likeness of one or more individuals, you represent and warrant that you have obtained all necessary rights, releases, and consents from those individuals (or their legal guardians if minors) to upload, display, and share those images through the Service. CodeCr8 LLC bears no responsibility for your failure to obtain such rights or consents.

6.6 Reporting Violations

If you believe any User Content on the Service violates these Terms, applicable law, or your rights, please report it to [email protected]. We reserve the right to remove content that violates these Terms at our sole discretion, but we are under no obligation to do so unless required by law.

7. Copyright & DMCA

We respect the intellectual property rights of others and expect users of the Service to do the same. If you believe that content on the Service infringes your copyright, please send a written notice to our designated agent at the address below, containing all of the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material claimed to be infringing, with information sufficient to locate it on the Service;
• Your contact information (name, address, telephone number, and email address);
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
• A statement, made under penalty of perjury, that the information provided is accurate and that you are the copyright owner or authorized to act on their behalf.

DMCA Agent: CodeCr8 LLC, Attn: DMCA Agent, [Address], California, USA. Email: [email protected]

We comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). Upon receipt of a valid notice, we will promptly remove or disable access to the allegedly infringing material and notify the user who posted it. Repeat infringers will have their accounts terminated.

8. Affiliate Links & Registry Commissions

The Service allows Event Owners to display registry links, website links, and other external URLs on their event pages ("Event Links"). You acknowledge and agree that:

• CodeCr8 LLC may automatically append, modify, or replace affiliate tracking parameters, referral codes, or commission-generating identifiers to any Event Link submitted by an Event Owner. This process may occur without additional notice to you or your guests;
• CodeCr8 LLC may earn a commission, referral fee, or other monetary compensation when a guest or visitor clicks on an Event Link and makes a purchase or takes another qualifying action on the linked third-party website;
• The receipt of such commissions does not affect the price paid by your guests, nor does it constitute an endorsement by CodeCr8 LLC of any third-party retailer, product, or service;
• CodeCr8 LLC is not responsible for the content, policies, product availability, accuracy, or reliability of any third-party websites accessible through Event Links;
• All purchases made through third-party websites accessed via Event Links are transactions solely between the guest and that third party. CodeCr8 LLC is not a party to those transactions and bears no liability in connection with them;
• If you do not wish for affiliate tracking parameters to be appended to your Event Links, you must contact us at [email protected]. Note that opting out may be unavailable on certain subscription plans.

This practice is consistent with applicable FTC disclosure guidelines and applicable consumer protection laws. By using the Event Link feature, you consent to this arrangement and authorize CodeCr8 LLC to earn such commissions.

9. Payments, Plans & No-Refund Policy

9.1 Subscription Plans

The Service is offered on both a free tier and paid subscription plans. Free plans are subject to feature limitations including but not limited to photo upload limits and shorter event data retention periods. Paid plans are available on a monthly subscription basis and provide expanded features and storage as described on our pricing page.

9.2 Billing

By subscribing to a paid plan, you authorize CodeCr8 LLC (or its designated payment processor) to charge your provided payment method for the applicable subscription fee on a recurring monthly basis until the subscription is cancelled. Prices are listed in U.S. Dollars unless otherwise stated. We reserve the right to modify pricing with at least 30 days' advance notice to active subscribers.

9.3 No Refunds

ALL FEES PAID FOR THE SERVICE ARE NON-REFUNDABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. This includes, without limitation:

• Monthly or annual subscription fees, regardless of whether the Service was used;
• Fees paid during a billing cycle in which you cancel your subscription — your access will continue until the end of the paid period but no prorated refunds will be issued;
• Fees charged for plans that were upgraded or downgraded during a billing cycle;
• Fees associated with accounts that were suspended or terminated for violation of these Terms.

If you believe you have been incorrectly charged, you must notify us in writing within 30 days of the charge. If we determine that an error occurred, we will issue a credit to your account. We do not offer monetary refunds except as required by applicable law in your jurisdiction.

9.4 Chargebacks

If you initiate a chargeback or payment dispute with your financial institution for any charge that is not the result of our error, we reserve the right to immediately terminate your account and any associated data, and to pursue collection of the disputed amount including any chargeback fees or costs incurred by us.

9.5 Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in your jurisdiction in connection with your use of the Service. We may collect applicable sales tax where we are legally required to do so.

10. Storage, Retention & Data Expiry

Event data — including photos, RSVP responses, seating data, and customizations — is retained for a period determined by your subscription plan:

• Free plan: Data is retained for 7 days following the event date, after which it may be permanently deleted without notice;
• Paid plans: Data is retained for the period specified in the plan description (e.g., 6 months or 1 year following the event date).

You are solely responsible for downloading or exporting any data you wish to preserve before the expiry date. CodeCr8 LLC shall not be liable for any loss of data resulting from expiry of storage or deletion of your account. We may send courtesy reminders prior to expiry, but failure to receive such reminders does not create any liability on our part.

11. Privacy & Data

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and share information. By using the Service, you consent to the collection and use of information as described in the Privacy Policy. You represent and warrant that any personal data you submit or collect through the Service (including through RSVP forms and guest information) was obtained in compliance with all applicable privacy and data protection laws.

12. Third-Party Services

The Service may integrate with or link to third-party services, including but not limited to Amazon Web Services (AWS) for file storage, payment processors, Google OAuth for authentication, and external registry websites. Your use of third-party services is subject to their respective terms of service and privacy policies. CodeCr8 LLC does not endorse, control, or assume responsibility for any third-party services, websites, or content. We are not liable for any loss or damage arising from your dealings with third-party services.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CODECR8 LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• Any warranty that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• Any warranty regarding the accuracy, completeness, reliability, or timeliness of any content on the Service;
• Any warranty that the Service will meet your requirements or expectations;
• Any warranty as to the results that may be obtained from the use of the Service.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In such cases, our warranties are limited to the minimum scope permitted by applicable law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODECR8 LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, punitive, or exemplary damages;
• Loss of profits, revenue, data, goodwill, business, or anticipated savings;
• Damages arising out of or related to User Content, including photos uploaded by you or your guests;
• Damages arising from unauthorized access to or alteration of your transmissions or data;
• Damages arising from any loss or corruption of data;
• Damages arising from your reliance on the Service for any decision;
• Damages arising from actions or omissions of third parties, including payment processors, hosting providers, or registry websites.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO CODECR8 LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

The limitations of liability in this section apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if CodeCr8 LLC has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

15. Indemnification

You agree to indemnify, defend, and hold harmless CodeCr8 LLC and its officers, directors, employees, agents, contractors, affiliates, licensors, successors, and assigns from and against any and all claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:

• Your access to or use of the Service;
• Any User Content you upload, post, or transmit through the Service;
• Photos uploaded by guests to your event pages;
• Your violation of these Terms or any applicable law or regulation;
• Your infringement or violation of any intellectual property, privacy, or other rights of any third party;
• Your organization's use of the Service, including actions of team members you have authorized;
• Any disputes between you and any guest, attendee, or third party arising from your event.

We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses at your expense.

16. Termination & Suspension

16.1 Termination by You

You may cancel your account at any time through your account settings. Cancellation will take effect at the end of your current billing period. No refunds are provided for partial billing periods. Upon cancellation, your data may be retained for a grace period before permanent deletion as described in Section 10.

16.2 Termination by Us

We reserve the right, in our sole discretion, to suspend or terminate your account and access to the Service at any time and for any reason, including but not limited to:

• Violation of these Terms or our Acceptable Use Policy;
• Fraudulent, abusive, or illegal activity;
• Extended account inactivity;
• Failure to pay any amounts due;
• Any reason we deem necessary to protect the integrity or safety of the Service or its users.

We will attempt to provide advance notice of termination unless we determine that immediate termination is necessary. Upon termination for cause, no refunds shall be issued.

16.3 Effect of Termination

Upon termination, your right to access and use the Service will immediately cease. All data associated with your account, including event pages, photos, and RSVP data, may be permanently deleted. CodeCr8 LLC shall not be liable to you or any third party for any consequences of such termination. Sections 6, 7, 8, 9.3, 13, 14, 15, and 17 survive termination of these Terms.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. To the extent required by applicable local law, certain consumer protections of your country of residence may also apply.

17.2 Informal Resolution

Before filing any formal legal action, you agree to contact us at [email protected] and make a good faith effort to resolve the dispute informally. We will attempt to resolve disputes within 30 days of receiving written notice.

17.3 Binding Arbitration

If a dispute cannot be resolved informally, you and CodeCr8 LLC agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.4 Class Action Waiver

YOU AND CODECR8 LLC 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 ACTION. Unless both you and CodeCr8 LLC agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

17.5 Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Santa Clara County, California, to prevent irreparable harm or to protect intellectual property rights, without waiving the right to arbitrate all other claims.

17.6 Jurisdiction for Non-Arbitrable Claims

For any claims not subject to arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in California, and you waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where reasonably practicable, provide notice via email or a prominent notice on the Service. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your account.

19. Contact Us

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

CodeCr8 LLC
Operating as MemoryDrop.io
State of California, United States
Email: [email protected]
Website: https://memorydrop.io

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These Terms of Service were last updated on October 23, 2026. Previous versions are available upon request. This document does not constitute legal advice. If you require specific legal guidance, please consult a licensed attorney.

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