Memorandai Knowledge Studio — End User License Agreement (EULA)
Effective Date: April 14, 2026 Version: 1.2
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
Subject to your compliance with this Agreement, including payment of applicable fees, Developer grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Software for your personal or internal business purposes on devices you own or control, subject to the device-activation limits in Section 4. This license may be terminated only as provided in Section 16.
1.2 Single User License
Each license is issued to a single individual. The licensed user may install and use the Software on up to three (3) devices concurrently, as described in Section 4. This license is not issued to an organization, company, team, or any group of individuals. Each individual who uses the Software requires their own license.
1.3 Perpetual License for the Version Purchased
The license you purchase is perpetual — you may continue using the version of the Software in effect as of the date of your purchase indefinitely, subject to the terms of this Agreement. Developer provides software updates at its discretion; continued access to updates is not a guaranteed term of this license.
1.4 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. Trial Period
2.1 Free Trial
The Software includes a free evaluation period of fourteen (14) days from first launch, during which the full feature set is available without purchase or entry of payment information. You may use this period to evaluate whether the Software meets your needs.
2.2 End of Trial
At the end of the trial period, continued use of the Software requires a valid purchased license. The Software may disable or restrict functionality after the trial period ends. Your data remains on your device and accessible outside the Software regardless of license status.
2.3 Single Trial
The trial period is offered once per user per device. Attempting to extend or restart the trial through reinstallation, system clock manipulation, or other means is a breach of this Agreement.
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 immediately upon completion of checkout. Developer reserves the right to change pricing for future purchases at any time; changes to pricing do not affect licenses already purchased.
3.3 Refund Policy
You are entitled to a full refund of your purchase price within fourteen (14) days of purchase, for any reason, by submitting a refund request through Polar’s customer portal or by contacting Developer, who will coordinate with Polar to process the refund on your behalf. After the 14-day refund window has passed, refunds are at Developer’s sole discretion.
This refund right is in addition to the free trial period provided in Section 2 — you may evaluate the Software for 14 days before purchase, and then request a refund within 14 days of purchase if the Software does not meet your needs.
3.4 Refund Revokes License
Upon issuance of a refund, your license to the Software terminates immediately. You must uninstall the Software within a reasonable period following the refund. Your data, which is stored locally on your device, remains in your possession and is not affected.
4. License Activation and Devices
4.1 Activation
Upon purchase, you will receive a license key via Polar. First-time activation of the Software 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.
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.
(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, model download, or external knowledge lookups), 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 contacts the update server (currently GitHub Releases) to determine whether a newer version of the Software is available. The request transmits only the current Software version, your operating system, and your CPU architecture — no personal data, no usage data, no identifiers. You may disable update checks at any time in Settings, in which case the Software will not contact the update server.
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 artificial intelligence services, including but not limited to OpenAI, Anthropic, Google, and xAI, using API keys that you independently obtain and provide. 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 third-party AI services through the Software is governed by the respective terms of service, privacy policies, and acceptable use policies of those providers. 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
You are solely responsible for any costs, charges, or fees incurred through your use of third-party API services. Developer does not control, monitor, mark up, or guarantee the pricing, availability, or performance of any third-party service.
6.4 Data Sent to Third Parties
When you use AI features that route through third-party providers, the content of your messages and associated context 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;
(c) Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software;
(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 (see the NOTICES file included in the installation, or the “Licenses” view within the application). 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 FOR THE LICENSE 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 the Software will cease to function on your devices upon the next license validation event. 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, 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.
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), and 17 (General Provisions) 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 purchased your license governs your use of the Software version you purchased and any updates released within that 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 as a license holder 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 purchased under the terms in effect at your purchase date, or you may request a refund under Section 3.3 if within the refund window.
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 1161 NW Overton St Apt 1313 Portland, OR 97209 United States Email: hello@memorandai.com
BY INSTALLING OR USING MEMORANDAI KNOWLEDGE STUDIO, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.