Memorandai Knowledge Studio — End User License Agreement (EULA)

Effective Date: August 24, 2026 Version: 2.0

Plain-Language Summary

This summary is provided for convenience and orientation. It is not part of the Agreement and does not modify it. Where the summary and the Agreement differ, the Agreement governs.

The core of Memorandai is free, permanently, and requires no account, no payment, and no internet connection. Nothing that is free today becomes paid later.
Memorandai Premium is optional. It unlocks additional features and is available either monthly or as a one-time purchase (“Premium v1”) that keeps working indefinitely.
Your data is stored on your own computer. Developer operates no servers that receive it and collects no telemetry.
If you stop paying, nothing you made is deleted, locked, or held back. You keep the free core, all your data, and everything you built. Only ongoing Premium execution stops. Section 18 lists exactly what changes.
Section 19 sets out commitments about what Developer will and will not do to this software over time.

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING MEMORANDAI KNOWLEDGE STUDIO (“SOFTWARE”). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU (“USER” OR “YOU”) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

This Agreement is between you and Gary Smith, an individual doing business as Memorandai (Oregon Assumed Business Name, Registry No. 255902992), hereinafter referred to as “Developer.”

1. License Grant

1.1 Grant of License - Free Core

Subject to your compliance with this Agreement, Developer grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual license to install and use the free core of the Software for your personal or internal business purposes on devices you own or control. No payment, account, license key, or network connection is required to exercise this grant. The free core is described in Section 2 and is permanent as set out in Section 19.1. This license may be terminated only as provided in Section 16.

1.2 Grant of License - Memorandai Premium

Certain optional features (collectively, “Premium”) require a paid license. Subject to your compliance with this Agreement and to payment of the applicable fees, Developer grants you a non-exclusive, non-transferable, non-sublicensable license to use Premium features, subject to the device-activation limits in Section 4. Premium is offered on two bases, described in Section 3:

(a) a recurring monthly subscription; or (b) a one-time purchase designated “Premium v1”.

Premium is an addition to the free core, never a replacement for it. If Premium access ends for any reason, your license under Section 1.1 continues unaffected.

1.3 Single User License

A paid Premium license is issued to a single individual. The licensed user may activate Premium on up to three (3) devices concurrently, as described in Section 4. A Premium license is not issued to an organization, company, team, or any group of individuals. Each individual who uses Premium features requires their own license.

1.4 Premium v1 - What “One-Time Purchase” Means

If you purchase Premium v1, you may continue to use the Premium features included in it indefinitely, across all version 1.x releases of the Software, without further payment. This entitlement does not expire, is not subject to renewal, and is not revoked by the passage of time or by any activation check. Developer provides software updates at its discretion; continued access to updates beyond version 1.x is not a guaranteed term of this license. See Section 19.2 and Section 19.3 for Developer’s related commitments.

Developer does not describe this purchase as a “lifetime” license, because the entitlement is scoped to version 1.x rather than to the duration of your life or of Developer’s business. It is described here precisely so that its scope is not overstated.

1.5 Reservation of Rights

All rights not expressly granted to you in this Agreement are reserved by Developer. No implied licenses are granted under this Agreement.

2. The Free Core

2.1 No Payment Required

The Software is free to install and use. There is no evaluation period, no expiry, and no point at which the free core stops working or requires payment. You are not required to create an account, provide payment information, enter a license key, or connect to the internet in order to use it.

2.2 What the Free Core Includes

The free core includes, at minimum and permanently: creating, viewing, editing, searching, and exporting all of your own data; local (on-device) memory, indexing, and retrieval; use of local models you supply or download; use of third-party AI providers with API keys you supply; and read access to your own data by tools you connect. Developer may add features to the free core at any time. Developer will not move a feature out of the free core - see Section 19.1.

2.3 No Trial

Developer does not currently offer a time-limited trial, because the free core does not expire. If Developer introduces an evaluation period for Premium features in future, it will run entirely on your device and will not require an account or payment information.

2.4 Data Access Is Never Conditional

Your ability to open, read, search, and export your own data does not depend on payment, on license status, or on any activation check, at any time, including after a subscription lapses, after a refund, and after termination under Section 16.

3. Purchase, Merchant of Record, and Refunds

3.1 Merchant of Record

Purchases of licenses to the Software are processed through Polar Software Inc. (“Polar”), which acts as Developer’s Merchant of Record. Polar handles the payment transaction, sales tax collection and remittance (where applicable), invoicing, and customer billing support. Your transactional contract for the purchase is with Polar. Your license to use the Software is with Developer under this Agreement.

3.2 Pricing and Payment

Prices are displayed in the checkout flow and are inclusive of any applicable taxes as determined by Polar at the time of purchase. Payment is processed upon completion of checkout, and for subscriptions on each renewal date thereafter. Developer reserves the right to change pricing at any time. A price change never affects a Premium v1 purchase already made, and never applies to an existing subscription without advance notice under Section 3.4.

3.3 Subscription Term and Renewal

A monthly Premium subscription begins on the date of purchase and renews automatically each month until cancelled. Each renewal charges the then-current price to your payment method on file, through Polar. Polar issues a receipt for each charge.

If a renewal payment fails, Premium access continues for a short grace period during which the Software will tell you that renewal did not succeed and will not charge you again without a successful payment. If payment is not completed by the end of that period, Premium access ends and Section 18 applies. Nothing is deleted, and nothing you built becomes inaccessible.

3.4 Changes to Subscription Pricing

Developer will give you at least thirty (30) days’ notice before any price increase takes effect on an existing subscription, sent to the email address associated with your subscription. You may cancel at any time before the increase takes effect and will not be charged the new price. Where applicable law requires your affirmative consent to a price change, no increase will take effect without it.

3.5 Cancellation

You may cancel a Premium subscription at any time, through Polar’s customer portal or by contacting Developer, with no cancellation fee and without giving a reason. Cancellation stops future charges. Premium access continues until the end of the period you have already paid for, after which Section 18 applies.

Developer will not require you to contact support, complete a retention flow, or take any step beyond the cancellation control in order to cancel.

3.6 Refunds

For a Premium v1 one-time purchase: you are entitled to a full refund within fourteen (14) days of purchase, for any reason, by submitting a request through Polar’s customer portal or by contacting Developer. After that window, refunds are at Developer’s discretion.

For a monthly subscription: you are entitled to a full refund of your first charge within fourteen (14) days of that charge. For later renewal charges, cancellation under Section 3.5 stops future billing; a refund of an already-charged renewal is at Developer’s discretion, and Developer will grant one where the renewal was plainly unintended (for example, where you did not use Premium features during the period charged).

These rights are in addition to, and do not replace, any statutory right of withdrawal or cancellation you may have under the consumer-protection law of your jurisdiction, including the fourteen-day right of withdrawal available to consumers in the European Union and United Kingdom.

3.7 Effect of a Refund

Upon issuance of a refund, your Premium license ends and the Software reverts to the free core under Section 1.1. You are not required to uninstall the Software, you retain full use of the free core, and your data - which is stored locally on your device - is not affected in any way.

4. Premium Activation and Devices

This Section applies only to Memorandai Premium. The free core requires no activation, no license key, and no network connection, and none of the following applies to it.

4.1 Activation

Upon purchase, you will receive a license key via Polar. First-time activation with your license key requires an active internet connection to validate the key. After initial activation, the Software is designed to function without requiring continuous internet connectivity for license validation.

A Premium v1 one-time purchase, once activated, remains valid offline indefinitely. It is not re-validated on a schedule and does not lapse if validation cannot be reached. A monthly subscription is re-validated periodically to confirm it is still active.

4.2 Device Limit

A single license may be activated on up to three (3) devices concurrently. You may deactivate a device at any time through Polar’s customer portal, which will free that activation slot for use on a different device.

4.3 License Key Security

You are responsible for keeping your license key confidential. Sharing your license key with other individuals is a breach of this Agreement and grounds for revocation of the license. Developer may revoke license keys that appear to be shared or compromised. Where reasonably possible, Developer will attempt to notify you before revoking a license key, except where immediate action is necessary to prevent ongoing abuse.

4.4 Non-Transferability

Licenses are issued to the individual purchaser and may not be sold, gifted, transferred, or assigned to any other person or entity. A license does not transfer with the sale of a device.

5. Data Ownership and Privacy

5.1 Your Data Belongs to You

All content you create, import, or generate while using the Software - including but not limited to notes, documents, conversation transcripts, knowledge graphs, project data, user profiles, and memory entries - is and remains your sole property. Developer does not claim any ownership interest in your data.

5.2 Local-First Architecture

The Software is designed with a local-first architecture. All Software data - including conversations, memories, keystones, and documents - is stored on your local filesystem. Developer does not operate servers that receive, relay, or store this data. Limited network communications initiated by the Software are described in Section 5.3.

5.3 No Telemetry; Network Communications

The Software does not contain telemetry, analytics, tracking, or any mechanism that transmits your personal data, usage patterns, or content to Developer. Developer operates no servers that receive your data, and the Software does not “phone home” to Developer-controlled infrastructure for the purpose of collecting information about you.

All network communications initiated by the Software fall into one of the following categories, every one of which is either initiated by your action, required for license enforcement, or operates only with your consent:

(a) License activation - As described in Section 4.1, first-time activation requires a one-time online request to the license validation service operated by Polar (Merchant of Record). The request contains your license key and basic device identifiers required to enforce the device-activation limit in Section 4.2. This category applies only if you purchase Premium. If you use only the free core, the Software makes no licensing or payment-related network request of any kind, and never contacts Polar.

(b) Third-party AI provider calls - When you send a prompt to a third-party AI provider you have configured, the contents travel directly from your device to that provider, as further described in Section 6. Developer is never in the middle.

(c) User-invoked tool calls - When you explicitly invoke tools that require external services (such as web search via Tavily or DuckDuckGo, news search, Wikipedia lookups, keyword research via Semrush, Twitter/X tweet imports via OAuth, model downloads from HuggingFace, or other on-demand external integrations), the Software contacts the relevant service on your behalf. These calls are initiated by your action and do not occur in the background.

(d) Software update checks - If you have not disabled update checks in Settings, the Software periodically sends a bodyless GET request to https://downloads.memorandai.com/latest.yml (hosted on Cloudflare R2) to determine whether a newer version is available. The exact HTTP headers emitted by this client are Host: downloads.memorandai.com, Accept: text/yaml, and Connection: close. The request does not include your Software version, operating system, CPU architecture, personal data, usage data, cookies, authorization, a stable identifier, or a request body. Before connecting, the Software uses DNS to resolve downloads.memorandai.com and connects to a resolved destination IP address; your DNS resolver can observe the domain, the metadata server/CDN can observe the connecting client’s public/source IP, and your network provider can observe the source and destination IP addresses. This client persists the local update-check setting, local last-check timestamp, and local last-seen installed version; it does not retain update request headers or bodies. Ordinary DNS, network, CDN, and server request logs may retain that request information, including the connecting client’s public/source IP, under their own service policies; this Software does not control or enforce those retention policies. The Software does not automatically download or install updates. When a newer version is detected, the Software displays an in-app notification directing you to https://memorandai.com/downloads, where you may manually download the signed installer at your discretion. Disabling update checks prevents every automatic and manual update metadata request until you re-enable them in Settings.

The Software does not initiate background network requests for the purpose of analytics, telemetry, advertising, behavioral profiling, or remote diagnostics.

5.4 Local Encryption of Credentials

API keys and other credentials you provide are stored locally on your device and encrypted at rest using machine-specific keys. These credentials are never transmitted to Developer.

5.5 Self-Sovereign Data Control

The Software operates on a self-sovereign principle: you decide what data is stored, what data is transmitted, and to whom. When you route a prompt to a third-party AI provider, the data traveling to that provider is determined by your configuration. Developer provides the interface and the defaults; the decisions are yours.

6. Third-Party API Services

6.1 User-Provided API Keys

The Software allows you to connect to third-party services using credentials that you independently obtain and provide. These include third-party artificial intelligence services (such as OpenAI, Anthropic, Google, and xAI) and non-AI third-party services that support specific features (such as Semrush for keyword research within the Content Writing surfaces, and Twitter/X via OAuth for importing your own tweets within the Tweets surfaces). The Software acts as a local interface to these services and does not proxy, intermediate, or store the communications between you and those providers, except temporarily in local memory during active use.

6.2 Third-Party Terms

Your use of any third-party service through the Software is governed by the respective terms of service, privacy policies, and acceptable use policies of that provider. It is your responsibility to review and comply with those terms. Developer is not a party to your relationship with any third-party service provider.

6.3 API Costs

By entering a third-party API key or credential into the Software, you authorize the Software to make requests to that provider on your behalf. Each request may incur charges or consume quota at the provider’s published rates (which may be billed in U.S. dollars, in provider-specific credits or API units, or against a free-tier quota). You are solely responsible for all costs, charges, and fees incurred through your use of third-party services, including charges that result from automated features you enable (such as background processing tasks, roundtable discussions involving multiple models, scheduled news scans, or memory consolidation jobs). Developer does not control, monitor, mark up, or guarantee the pricing, availability, or performance of any third-party service, and shall not be liable for any API costs you incur while using the Software.

6.4 Data Sent to Third Parties

When you use features that route through third-party providers, the content of your messages and associated context (or, for non-AI services, your search queries, import requests, or other parameters) travels directly from your device to the provider you have configured. This data transmission is necessary for the Software to function in that mode and is governed by the respective provider’s data handling policies. Developer does not receive, intercept, or retain copies of this data.

6.5 Your Compliance Obligations for Data You Process

You are solely responsible for ensuring that any data you import, store, or transmit using the Software - including data you send to third-party AI providers - complies with all applicable laws and obligations, including data protection laws (such as the GDPR, UK GDPR, CCPA/CPRA, HIPAA, or other privacy or sectoral regulations), confidentiality obligations, contractual restrictions, intellectual property rights, and the terms of service of any third-party provider. The Software is a tool; the lawful basis for processing the data you put into it is your responsibility.

7. AI-Generated Content

7.1 No Guarantee of Accuracy

The Software facilitates the generation of content by third-party and local artificial intelligence models. AI-generated content may contain errors, inaccuracies, biases, fabricated information (“hallucinations”), or other defects. Developer makes no representations or warranties regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated content.

7.2 User Responsibility

You are solely responsible for reviewing, verifying, and validating any AI-generated content before relying on it for any purpose, including but not limited to business decisions, professional advice, published content, legal matters, financial decisions, medical decisions, or content you distribute, publish, or share with others. AI-generated content should not be treated as a substitute for professional judgment or expert advice.

7.3 Acceptable Use of AI Features

You agree not to use the AI features of the Software to generate, store, or distribute content that is illegal, harmful, threatening, abusive, defamatory, sexually explicit involving minors, or otherwise objectionable under applicable law. You are responsible for ensuring that your use of AI features complies with the acceptable use policies of any third-party AI provider you configure.

7.4 Content Ownership

Ownership of AI-generated content is governed by the terms of service of the respective AI provider whose model generated the content (or, for content generated by a local model, by the license of that model). It is your responsibility to review the applicable provider’s or model’s terms regarding content ownership.

7.5 No High-Risk Use

The Software is a general-purpose knowledge management and AI workflow tool. It is not designed, tested, certified, or intended for use in any environment where failure, error, or inaccuracy of AI output could result in death, personal injury, severe property or environmental damage, or other catastrophic harm. You agree not to use the Software in connection with the operation of medical devices, life-support systems, emergency services, navigation or transportation safety systems, nuclear facilities, weapons systems, or any other application requiring fail-safe performance. If you use the Software in such contexts, you do so entirely at your own risk and accept full responsibility for any consequences.

7.6 Data Loss Disclaimer

The Software stores all your data on your local filesystem. While Developer takes reasonable care to design the Software to preserve data integrity, you are solely responsible for backing up your data. Developer is not liable for any loss, corruption, or unrecoverability of your data, whether caused by Software defects, hardware failure, your own actions, malware, or any other cause. You are encouraged to use standard operating system backup tools or your own backup workflow to protect your data.

8. Intellectual Property

8.1 Software Ownership

The Software, including its source code, object code, architecture, design, user interface, documentation, and all associated intellectual property rights, is and remains the exclusive property of Developer. This Agreement grants you a license to use the Software; it does not transfer any ownership interest.

8.2 Trademarks

“Memorandai” and “Memorandai Knowledge Studio” are trademarks of Developer (U.S. trademark application filed March 11, 2026, Class 9). You may not use these marks without prior written permission, except to refer to the Software in a descriptive, non-misleading manner.

8.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Software, Developer may use such feedback without obligation or compensation to you.

9. Restrictions

You agree not to:

(a) Copy, modify, distribute, sell, lease, sublicense, or transfer the Software or any portion thereof, except as expressly permitted by this Agreement;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(d) Use the Software for any purpose that violates applicable local, state, national, or international law or regulation;

(e) Use the Software to generate, store, or distribute content that is illegal or that violates Section 7.3;

(f) Circumvent, disable, or interfere with any security, licensing, or access-control features of the Software, including license key validation and device-limit enforcement;

(g) Use the Software in any manner that could damage, disable, or impair the functioning of any third-party service accessed through the Software, including any action that violates the rate limits or terms of service of an AI provider;

(h) Share your license key with any other individual, or attempt to bypass the device-activation limit.

10. Eligibility

You must be at least eighteen (18) years of age to use the Software. By installing or using the Software, you represent and warrant that you are 18 years of age or older. The Software is not intended for use by, and should not be used by, individuals under the age of 18.

This age restriction is in place because the Software provides access to AI systems capable of generating a wide range of content, including content that may be inappropriate for minors, and because responsible use of such systems requires the judgment of an adult.

11. Export Compliance

You agree to comply with all applicable United States export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC). You represent that you are not located in, under the control of, or a national or resident of any country or region subject to U.S. sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree not to export, re-export, or transfer the Software in violation of any applicable law.

12. Third-Party Components

The Software includes open-source and third-party software components that are licensed under their own respective terms. A list of these components and their applicable licenses is provided with the Software in the file THIRD-PARTY-LICENSES.md, included in the installation directory. Your use of those components is subject to those licenses in addition to this Agreement. In the event of a conflict between this Agreement and the license of a third-party component with respect to that component, the third-party license governs.

13. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

DEVELOPER MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT GENERATED, PROCESSED, OR STORED BY THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

13.1 Assumption of Risk

You acknowledge that AI-powered software is an emerging and rapidly evolving technology. By installing or using the Software, you expressly assume all risks associated with its use, including but not limited to risks arising from inaccurate, biased, fabricated, or otherwise defective AI output; risks arising from your interactions with third-party AI providers; risks arising from your own configuration choices; and risks arising from data loss as described in Section 7.6. You agree that you are using the Software at your own risk and that Developer’s exclusive set of obligations to you is set out in this Agreement.

14. Limitation of Liability

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO DEVELOPER FOR THE SOFTWARE, INCLUDING ANY MEMORANDAI PREMIUM FEES, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR FIFTY DOLLARS (USD $50.00), WHICHEVER IS GREATER.

14.3 Third-Party Services

DEVELOPER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, COSTS, OR LOSSES ARISING FROM YOUR USE OF THIRD-PARTY API SERVICES ACCESSED THROUGH THE SOFTWARE, INCLUDING BUT NOT LIMITED TO API CHARGES, SERVICE OUTAGES, DATA BREACHES AT THE THIRD-PARTY PROVIDER, CONTENT GENERATED BY THE PROVIDER’S MODELS, OR CHANGES TO THIRD-PARTY TERMS OF SERVICE.

14.4 Basis of the Bargain

YOU ACKNOWLEDGE THAT DEVELOPER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN THIS AGREEMENT, WHICH ALLOCATE RISK BETWEEN THE PARTIES AND FORM THE BASIS OF A BARGAIN BETWEEN US.

15. Indemnification

You agree to defend, indemnify, and hold harmless Developer (and Developer’s affiliates, successors, and assigns) from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) your use of the Software in violation of this Agreement, including the restrictions in Section 9 and the acceptable-use provisions in Section 7.3;

(b) your violation of any applicable law or regulation, including data protection laws as set out in Section 6.5;

(c) any content you generate, store, transmit, or distribute using the Software, including content produced by AI features at your direction;

(d) your violation of the terms of service or acceptable-use policies of any third-party AI provider or external service you connect to through the Software; or

(e) your infringement or alleged infringement of any third-party right, including intellectual property or privacy rights, arising from your use of the Software.

Developer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Developer’s defense.

16. Termination

16.1 Termination by You

You may terminate this Agreement at any time by uninstalling and ceasing all use of the Software.

16.2 Termination by Developer

Developer may terminate this Agreement immediately upon written notice to you, delivered by email to the address associated with your license, if you materially breach any term of this Agreement. Where no such email address exists or delivery fails, Developer may instead enforce termination by revoking your license key, in which case Premium features cease to be available upon the next license validation event. Revoking a license key ends Premium access only; it does not disable the Software, does not remove the free core granted under Section 1.1, and does not affect your access to your own data. For breaches that are reasonably curable, Developer will provide you with a 14-day cure period before termination takes effect, except for breaches involving Section 9(f) (circumvention of license enforcement), Section 7.3 (prohibited AI use), or Section 11 (export compliance), where termination may be immediate.

16.3 Effect of Termination

Upon termination for breach, your license to use the Software ceases immediately, and you must uninstall the Software and cease all further use. Termination does not affect your ownership of your data - because all Software data is stored locally on your device, your data remains fully accessible to you regardless of whether you continue to use the Software.

For the avoidance of doubt, the end of a Premium subscription, non-renewal, and a refund are not terminations of this Agreement. In each of those cases your license under Section 1.1 continues, the Software keeps working, and Section 18 describes what changes.

16.4 Survival

Sections 5.1 (Your Data Belongs to You), 7 (AI-Generated Content), 8 (Intellectual Property), 13 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (General Provisions), and 19 (Version Commitments) shall survive termination of this Agreement.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable additional terms referenced by Polar at the time of purchase, constitutes the entire agreement between you and Developer regarding the Software and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.

17.2 Amendments

The version of this Agreement in effect on the date you installed the Software - or, if you have purchased Premium, on the date of your purchase - governs your use of that version of the Software and any updates released within the same major version (e.g., updates from version 1.x to 1.y are same-major-version; from 1.x to 2.x are not). Developer may publish revised versions of this Agreement that apply to subsequent versions of the Software released after the revision date; such revisions will be communicated through Developer’s website at memorandai.com and through the Software’s update notification system.

You are not required to accept revisions to this Agreement that materially diminish your rights unless you choose to install a Software version that is governed by those revised terms. If a revised Agreement materially changes your rights and you do not agree, you may continue to use the Software version you already have under the terms in effect when you obtained it, or, if you purchased Premium, you may request a refund under Section 3.6 if within the refund window.

No revision to this Agreement may narrow the commitments in Section 19 for any version of the Software you already hold.

If applicable law in your jurisdiction (including the European Union, United Kingdom, or other consumer-protection regimes) requires affirmative consent for changes to consumer contracts, no revised Agreement will apply to you without your express agreement.

17.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

17.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

17.5 Dispute Resolution and Venue

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice by one party to the other, the parties agree that the exclusive venue for any legal proceeding shall be the state or federal courts located in Multnomah County, Oregon, and both parties consent to the personal jurisdiction of such courts.

17.6 Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DEVELOPER EACH AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR DEVELOPER WILL SEEK TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE-ATTORNEY-GENERAL ACTION AGAINST THE OTHER. THE COURT MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE INDIVIDUALS INTO A SINGLE PROCEEDING WITHOUT THE EXPRESS WRITTEN CONSENT OF BOTH PARTIES.

This Section 17.6 does not waive any non-waivable rights you may have under applicable consumer-protection law, and does not require arbitration. Disputes remain resolvable in the courts identified in Section 17.5 - only the procedural form of class or representative actions is waived.

If this Section 17.6 is held unenforceable in whole or in part with respect to a particular claim, that holding shall not affect the enforceability of this Section with respect to any other claim, nor shall it affect the enforceability of any other provision of this Agreement. This Section is severable from the rest of this Agreement.

17.7 No Waiver

The failure of Developer to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

17.8 Assignment

You may not assign or transfer your rights under this Agreement without Developer’s prior written consent. Developer may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, or sale of substantially all of Developer’s business assets. Developer will provide reasonable notice of any such assignment to existing license holders through Developer’s website at memorandai.com or by email to the address associated with your license.

17.9 Force Majeure

Developer shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, acts of terrorism, civil unrest, strikes, internet or utility outages, or actions of third-party service providers.

17.10 Contact

For questions regarding this Agreement, refund requests outside Polar’s customer portal, or license support, please contact:

Gary Smith, dba Memorandai Portland, Oregon, United States Email: [email protected]

18. When Premium Access Ends

18.1 Governing Principle

Nothing you have created, imported, or generated is ever deleted, locked, hidden, degraded, or held back because you stopped paying. Only ongoing Premium execution stops. This principle governs the interpretation of this Section: where any part of it is unclear, it is to be read in the way that preserves your access to your own work.

18.2 What Continues

In every case - cancellation, non-renewal, failed payment, refund, or revocation - the following continue without interruption: the free core under Section 1.1; opening, reading, searching, editing, and exporting all of your data; and the local memory, indexing, and retrieval features described in Section 2.2.

18.3 What Changes

Surface	While Premium is active	After Premium ends
Scheduled automations	Run in the background	Stop executing; definitions stay visible and exportable
Custom nodes	Build, edit, and run	Existing nodes keep working in canvases; the builder locks for new nodes and edits
Feeds and digests	Generate on a schedule	Stop generating; past outputs stay readable and exportable
Writing suite	Full tools	Documents stay readable and exportable; suite tools lock
Roundtable	Full orchestration	Reverts to the free limit of two participants, run manually; saved orchestrations stay viewable and exportable
Partnerships	Cross-profile features active	Data stays readable and exportable; cross-profile features pause
MCP / PCP serving	Reads, writes, scheduled tasks	Reads continue (free); write-back and scheduled agent tasks stop
Something Beautiful	Commission new pieces	Gallery and existing creations remain; new commissions lock

18.4 Reinstatement

If you purchase Premium again at any later date, the features in Section 18.3 resume operating on your existing data. Nothing needs to be rebuilt or re-imported.

19. Version Commitments

These are binding commitments by Developer, not statements of current intent. They survive termination of this Agreement under Section 16.4.

19.1 The Free Core Is Permanent

Developer will not move a feature out of the free core and into Premium. Memory ownership, data export, local inference, and read access to your own data are never gated, at any price, at any time. Features may be added to the free core; they will not be taken out of it.

19.2 Premium v1 Is a Real Purchase

If you buy Premium v1, you keep every Premium feature included in it, indefinitely, across all version 1.x releases. The Software will not stop working, will not lose purchased functionality, and will not be disabled by an activation check. There is no forced repurchase.

19.3 If a Version 2 Ever Exists

A version 2 would mean a major architectural change, not a re-monetization of the same product. Version 1 will keep working regardless, and Premium v1 holders will receive a meaningful loyalty discount on any version 2 offering.

19.4 The Free Software Does Not Phone Home

If you have not purchased Premium, the Software makes no account, licensing, or payment-related network request of any kind, and never contacts the payment provider. Telemetry is never collected. The only network activity is that described in Section 5.3, all of which you initiate or can disable.

19.5 Cancelling Never Takes Your Work Hostage

Section 18 is a term of this Agreement, not a policy Developer may change at will. Developer will not introduce a mechanism that conditions access to your existing data on payment.

By clicking “I Agree” below, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.