Memorandai Website Terms of Service
Effective Date: April 14, 2026 Version: 1.1
These Terms of Service (“Terms”) govern your access to and use of the memorandai.com website and its subdomains (collectively, the “Website”), operated by Gary Smith, an individual doing business as Memorandai (Oregon Assumed Business Name, Registry No. 255902992), hereinafter “we,” “us,” or “Memorandai.”
By accessing or using the Website, you agree to be bound by these Terms. If you do not agree, please do not use the Website.
1. Scope
These Terms cover your use of the Website only. Your use of the Memorandai Knowledge Studio desktop application is governed separately by the End User License Agreement (EULA). Your personal data is handled as described in the Privacy Policy.
2. Permitted Use
You may access the Website to:
- Learn about Memorandai Knowledge Studio
- Read blog posts and feature documentation
- Contact us via the information provided
- Purchase a license (processed through Polar as Merchant of Record)
You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use and enjoyment of the Website.
3. Prohibited Use
You agree not to:
(a) Use the Website in any way that violates applicable local, state, national, or international law;
(b) Attempt to gain unauthorized access to the Website, its servers, or any connected systems;
(c) Use automated tools (scrapers, crawlers, bots) to harvest content from the Website except for legitimate public-interest uses such as search engine indexing;
(d) Interfere with, disable, or overload the Website or its infrastructure;
(e) Transmit any malware, viruses, or other harmful code through the Website;
(f) Misrepresent your affiliation with any person or entity in communications sent through or relating to the Website;
(g) Copy, reproduce, or redistribute substantial portions of the Website’s content without our prior written permission, except as permitted under Section 4.
4. Intellectual Property
4.1 Website Content
All content on the Website — including text, graphics, logos, images, illustrations, code, and the selection and arrangement thereof — is the property of Memorandai or its licensors and is protected by copyright, trademark, and other intellectual property laws.
4.2 Limited Permission
You are granted a limited, non-exclusive, revocable permission to view, download, and print content from the Website for your personal, non-commercial use, provided you do not modify the content and you retain all copyright and proprietary notices.
4.3 Trademarks
“Memorandai” and “Memorandai Knowledge Studio” are trademarks of Memorandai (U.S. trademark application filed March 11, 2026, Class 9). Other trademarks, service marks, and product names mentioned on the Website are the property of their respective owners. Mention of a third-party trademark does not imply endorsement or affiliation.
4.4 Feedback
If you send us suggestions, ideas, or feedback about the Software or the Website, we may use that feedback without obligation or compensation to you.
5. Informational Content, Blog, and Interactive Demos
The Website includes a blog, feature documentation pages, and interactive demonstrations that describe the Software and related topics. This content is provided for informational and illustrative purposes only. It is not legal, financial, medical, or professional advice. We do our best to ensure accuracy, but make no warranty that all content is current, complete, or error-free. You should verify any information that is important to your decisions.
5.1 Pre-Release and Evolving Product Descriptions
Feature pages, roadmaps, and blog posts describing the Software may reflect functionality that is planned, in development, or subject to change prior to release or purchase availability. Product descriptions on the Website are descriptive and informational, not a binding specification. Features may be added, removed, renamed, or modified before launch; purchasers should rely on the Software’s actual released behavior rather than prior Website descriptions.
5.2 Interactive Demos
The Website includes interactive demonstrations (such as the Flows canvas preview and the 3D Helios sphere viewer). These demos run entirely in your local browser using client-side rendering (WebGL, React, etc.) and may be resource-intensive on some devices. We do not guarantee their performance, availability, or behavior across all browsers, operating systems, or hardware configurations. Demos are illustrative of Software capabilities and may be modified or discontinued without notice.
6. Third-Party Links and Embedded Content
The Website may link to third-party websites (for example, AI provider websites, the Polar checkout, developer tooling references). We do not control those websites, do not endorse their content, and are not responsible for their privacy practices, availability, or content. Your use of any third-party website is at your own risk and subject to that website’s own terms.
The Website may also include embedded content from third parties (for example, videos, social media posts, or external widgets). Embedded content renders through the third party’s infrastructure and behaves as if you had visited the third-party service directly; it is subject to that service’s terms, privacy practices, and tracking behavior. We do not control and are not responsible for embedded third-party content.
7. Purchases
If and when purchases are offered through the Website, they will be processed by Polar Software Inc. as our Merchant of Record. In that case, completing a purchase establishes a transactional agreement with Polar (governed by Polar’s terms at polar.sh) and a licensing agreement with us (governed by the EULA). Refund requests are handled as described in Section 3.3 of the EULA. Data handling related to purchases is described in Section 5 of the Privacy Policy.
8. Disclaimers
THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE WEBSITE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEMORANDAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE.
OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD $100.00).
Nothing in these Terms limits liability that cannot be limited under applicable law.
10. Restriction or Discontinuation of Access
We may restrict or block access to the Website, or suspend or discontinue the Website in whole or in part, at any time, for security, operational, legal, or business reasons, including in response to a breach of these Terms. Where the restriction applies to a specific user or source (for example, an IP range engaged in abusive activity), we may enforce it at the hosting-edge level without individual notice. Permission to use the Website ceases upon any such restriction or discontinuation.
11. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated by posting the updated Terms on the Website with a new Effective Date. Your continued use of the Website after such changes constitutes acceptance of the updated Terms.
12. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law principles.
13. Dispute Resolution and Venue
Any dispute arising out of or relating to these Terms or your use of the Website shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice, 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.
14. General
14.1 Entire Agreement
These Terms, together with the Privacy Policy and — where applicable — the EULA and Polar’s terms, constitute the entire agreement between you and Memorandai regarding your use of the Website.
14.2 Severability
If any provision of these Terms 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.
14.3 No Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
14.4 Assignment
You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of substantially all of our business assets.
15. Contact
For questions about these Terms, please contact:
Gary Smith, dba Memorandai 1161 NW Overton St Apt 1313 Portland, OR 97209 United States Email: hello@memorandai.com
By using the memorandai.com website, you acknowledge that you have read, understood, and agree to be bound by these Terms.