MemoIQ · Terms of Service

MemoIQ — End-User License Agreement & Terms of Service

Last updated: June 10, 2026

1. Agreement.

These terms govern access to and use of the MemoIQ platform ("Service"), operated by Knollgate ("Knollgate," "we," "us"), a Delaware limited liability company with its principal place of business at 222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401. By accessing the Service — including any secure data room portal you are invited to — you agree to these terms on behalf of yourself and the entity you represent.

2. The Service.

MemoIQ is a business-to-business financial diligence platform. It allows invited companies ("Counterparties") to share financial information with Knollgate through document upload and read-only connections to third-party business systems (accounting, banking, payments, payroll, and commerce platforms), and produces analysis for investment-committee purposes.

3. Authority.

You represent that you are authorized to act for the entity on whose behalf you use the Service, including authority to share that entity's financial information and to connect its third-party systems on a read-only basis.

4. Read-Only Connections.

When you connect a third-party system, you grant the Service read-only access via that platform's API. The Service cannot create, modify, or delete records in your connected systems. You may disconnect any connection at any time, and access tokens are revocable at any time.

5. License.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose. You may not reverse engineer, resell, sublicense, scan for vulnerabilities, or use the Service to build a competing product.

6. Your Data.

You retain all ownership of the data and documents you provide. You grant Knollgate a limited license to use, process, store, and analyze that data solely for the diligence, financing-evaluation, and ongoing monitoring purposes for which it was shared, consistent with any non-disclosure agreement executed between you and Knollgate. Where an NDA exists between you and Knollgate, that NDA controls in any conflict with these terms regarding confidentiality.

7. Confidentiality & Security.

Data is encrypted in transit and at rest. Access to your data is limited to authorized Knollgate personnel and service providers bound by confidentiality obligations. We do not sell your data.

8. Acceptable Use.

You agree not to upload content that is unlawful, infringing, or malicious (including malware); not to misrepresent your identity or authority; and not to interfere with the operation of the Service.

9. Third-Party Platforms.

Connections to third-party systems (e.g., QuickBooks, NetSuite, Plaid, Stripe) are subject to those platforms' own terms. We are not responsible for third-party platforms' availability or conduct.

10. Disclaimers.

The Service is provided "as is" and "as available." We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Analyses produced by the Service are for informational purposes and do not constitute an offer of financing, investment advice, or a commitment of any kind.

11. Limitation of Liability.

To the maximum extent permitted by law, Knollgate's aggregate liability arising out of the Service shall not exceed one hundred U.S. dollars (US$100), and Knollgate shall not be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, even if advised of the possibility.

12. Termination.

We may suspend or terminate access at any time. Upon termination, your right to use the Service ceases; confidentiality obligations and Sections 6–13 survive. Upon written request, we will delete or return Counterparty data, subject to legal retention requirements.

13. General.

These terms are governed by the laws of the State of Florida, without regard to conflicts of law. Exclusive venue lies in the state and federal courts located in Palm Beach County, Florida. If any provision is unenforceable, the remainder stays in effect. We may update these terms; material changes will be reflected by the "Last updated" date above. Questions: reply to your invitation email or contact Knollgate at the address above.

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