DealMemory — Terms of Service

Effective date: July 12, 2026 · Version v1.5-2026-07-12

These Terms govern use of the DealMemory service (the "Service") provided by Deal Memory Ai LLC, a New York limited liability company ("DealMemory," "we," "us"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of a company, you represent that you have authority to bind it, and "Customer" means that company.

1. The Service

DealMemory is business software for commercial real estate professionals. It extracts structured deal information from notes and files Customer uploads, and suggests potential buyer–seller matches within Customer's own data. The Service uses third-party large language models as part of extraction (see Section 5) and produces assistive output only: extraction results and match suggestions are aids to professional judgment, may contain errors, and must be reviewed by Customer before use. DealMemory is not a real estate brokerage, does not perform brokerage services, and does not provide legal, financial, or investment advice.

2. Accounts and eligibility

The Service is offered for business use only, to users 18 or older; it is not offered for personal, family, or household purposes. Accounts are created by self-service signup (including free trials), owner provisioning, invitation, or a signup code we issue. Customer is responsible for its users' compliance with these Terms, for maintaining the confidentiality of credentials and signup codes, and for all activity under its accounts. Notify us promptly at security@dealmemoryai.com of any suspected unauthorized access.

3. Customer Content

"Customer Content" means data Customer submits to the Service, including broker notes, lead files, and the contact details and deal information they contain. As between the parties, Customer owns Customer Content. Customer grants DealMemory a limited, non-exclusive license to host, process, and display Customer Content solely to provide, secure, and support the Service. Customer represents that it has the rights, and where required the consents, necessary to submit Customer Content — including information about Customer's own clients — for processing as described in these Terms and our Privacy Policy. We do not sell Customer Content, use it for advertising, or use it to train our own or third parties' AI models.

4. Acceptable use

Customer will not: (a) use the Service unlawfully or submit content it lacks rights to; (b) probe, breach, or test the security of the Service, or access another customer's data; (c) reverse engineer the Service except where such restriction is prohibited by law; (d) resell or provide the Service to third parties outside Customer's organization; (e) share or transfer signup codes, or circumvent usage quotas or rate limits; or (f) submit malicious code. Usage quotas (such as lead counts, extraction calls, and import limits) apply as displayed in the Service or agreed in an order; larger-volume imports are available by arrangement via imports@dealmemoryai.com and may carry additional fees.

5. Data protection and subprocessors

Our handling of personal data is described in the DealMemory Privacy Policy, which is incorporated into these Terms. For customers on enterprise agreements, a Data Processing Agreement with a technical security exhibit is available and, once executed, controls over the Privacy Policy for Customer Content. Customer acknowledges that the Service uses subprocessors, including a large-language-model API provider that receives masked extraction text, managed database hosting, and application hosting, as listed in the Privacy Policy. We remain responsible for our subprocessors' handling of Customer Content.

6. Fees, subscriptions, and renewal

Fees are as stated in an order, invoice, or in-product pricing. Fees are exclusive of taxes; Customer is responsible for applicable sales and use taxes. Except as required by law or expressly stated, fees are non-refundable. We may suspend the Service for accounts more than 30 days past due after notice.

Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (for example, a monthly plan renews each month) at the then-current price for Customer's plan, and the payment method on file with our payment processor is charged at each renewal, until the subscription is cancelled. Customer may cancel at any time from the Manage billing page in the Service, which opens our payment processor's self-service billing portal, or by emailing legal@dealmemoryai.com from the account email. Cancellation takes effect at the end of the billing period already paid for: access continues through that period, no further renewal charges are made, and, except as required by law, amounts already paid are not refunded. If a paid subscription is cancelled or lapses, the workspace changes to read-and-export — Customer can still sign in, view, export, and delete Customer Content as described in Section 12 — while imports and extraction are paused. Free trials do not require a payment method and never convert into a paid subscription automatically; a trial becomes a paid subscription only when Customer affirmatively purchases one. We will provide at least 30 days' notice (in-product or by email) before a price increase takes effect, and the increase applies no earlier than the first renewal after the notice period ends.

7. Confidentiality

Each party will protect the other's non-public information with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and subprocessors bound by confidentiality, or as required by law with notice where lawful. Customer Content is Customer's confidential information.

8. Intellectual property

DealMemory owns the Service and everything in it other than Customer Content. Customer may provide feedback voluntarily; we may use feedback without obligation. No rights are granted except as stated in these Terms.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT EXTRACTION OR MATCHING OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. CUSTOMER IS RESPONSIBLE FOR REVIEWING OUTPUT BEFORE RELYING ON IT.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE EXCLUSIONS IN (A) DO NOT APPLY TO A PARTY'S BREACH OF SECTION 7 OR CUSTOMER'S BREACH OF SECTION 3.

11. Indemnification

Customer will defend and indemnify DealMemory against third-party claims arising from Customer Content or Customer's breach of Section 3 or 4. DealMemory will defend and indemnify Customer against third-party claims that the Service, as provided, infringes U.S. intellectual property rights, excluding claims arising from Customer Content or combinations we did not supply.

12. Term, suspension, and termination

These Terms apply while Customer uses the Service. Either party may terminate for material breach uncured 30 days after notice; Customer may stop using the Service at any time. We may suspend accounts that present a security risk or violate Section 4, with notice where practicable. Upon termination, Customer may export Customer Content for 30 days, after which we will delete it as described in the Privacy Policy; Sections 3 (representations), 6–11, and 13–14 survive.

13. Changes

We may update the Service, and may update these Terms with notice (in-product or by email) and a new version identifier; continued use after the effective date of an update constitutes acceptance. The version accepted by each user is recorded.

14. General

These Terms are governed by New York law, excluding conflicts rules; exclusive venue is the state and federal courts located in Westchester County, New York, and each party consents to their jurisdiction. No assignment without consent, except to a successor in a merger or asset sale. Force majeure applies to events beyond reasonable control. Notices to us are effective when sent to legal@dealmemoryai.com; notices to Customer are effective when sent to the account email on file. If a provision is unenforceable, the remainder stands. These Terms plus any executed order and DPA are the entire agreement; if Customer has an executed agreement with us, that agreement controls over these click-through Terms.