Terms of Service

2.1 Document and Deal Materials Services

Deal Memo provides professional M&A document preparation and transaction support services, including:

• Confidential Information Memorandums (CIMs) for sell-side and buy-side transactions
• Confidential Business Reviews (CBRs) and teasers
• Investor decks and pitch materials for capital raising
• Financial models, analyses, research, and supporting transaction materials
• Lead generation and deal-sourcing support

2.2 Talent Services ("Deal Memo: Talent")

Deal Memo also provides recruiting, staffing, talent placement, and workforce support services through which Client is matched with full-time offshore analysts and other professionals (each, a "Talent" or "Analyst"), as described at www.dealmemo.com/talent. These services include sourcing, screening, cognitive and technical testing, candidate presentation, placement, and the administration of offshore employment, payroll, and human resources matters, together with onboarding and ongoing training support. Section 11 of these Terms contains additional terms that apply specifically to the Talent Services and controls over any conflicting general provision of these Terms with respect to the Talent Services.

2.3 Additional Agreements; Order of Precedence

Certain Services may be subject to additional written agreements, proposals, statements of work, order forms, invoices, service agreements, or other terms agreed between Deal Memo and Client (collectively, "Service Agreements").

These Terms are incorporated into any applicable Service Agreement unless expressly stated otherwise. If there is a direct conflict between these Terms and a Service Agreement that has been executed in writing and signed by an authorized representative of Deal Memo, the Service Agreement will control solely with respect to that conflict. No proposal, order form, purchase order, or other document issued by Client will vary these Terms unless it has been countersigned by an authorized representative of Deal Memo.

2.4 Pricing and Currency

• All prices displayed on the Site are in United States Dollars (USD $) and are clearly marked with the USD currency symbol
• International Clients are responsible for any currency conversion, remittance, or banking fees
• Prices do not include applicable taxes, duties, or withholdings unless explicitly stated
• Subscription and recurring fees are billed in advance on a recurring basis

2.5 Changes to the Services

Deal Memo may add to, modify, suspend, or discontinue any Service, feature, or deliverable format at any time. Where a change materially reduces a Service that Client has already prepaid for, Deal Memo will either provide a substantially equivalent Service or issue a prorated credit or refund for the unused prepaid portion.

3.1 Account Creation

To access certain Services, you must:

• Create an account with accurate, current, and complete information
• Be at least 18 years old or have verifiable parental or guardian consent
• Maintain the security and confidentiality of your account credentials
• Accept responsibility for all activity occurring under your account, whether or not authorized by you

3.2 Service Access

• Document and deal materials Services are delivered digitally
• Talent Services are delivered through the placed Analyst working within Client's systems, tools, and business hours as agreed between the parties
• Client is responsible for maintaining the systems, licenses, and access necessary to receive the Services

4.1 Payment Security

• Payment details are processed securely through our third-party payment processor
• We do not store credit card details on our servers
• Transactions are protected by secure encryption

4.2 Accepted Payment Methods

We accept Visa, Mastercard, American Express, Discover, PayPal, and ACH/wire transfer.

4.3 Billing Cycles

• Document and deal materials Services: project-based and payable upfront unless otherwise agreed in writing
• Talent Services: billed monthly in advance in accordance with Section 11

4.4 Failed, Declined, or Late Payments

If Client's payment method is declined, rejected, reversed, or otherwise unsuccessful, Client will have forty-eight (48) hours to resolve the payment issue. Failure to resolve an outstanding payment issue within that period may result in suspension or termination of the Services, including the withdrawal of placed Talent, until all amounts due have been paid. Client remains responsible for all fees and amounts accrued or incurred prior to the effective date of any suspension or termination. Deal Memo may charge interest on past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with reasonable costs of collection.

4.5 Taxes

Fees are exclusive of all taxes. Client is responsible for all sales, use, value-added, goods and services, withholding, and similar taxes and levies imposed on the Services, other than taxes based on Deal Memo's net income.

5.1 Refund Policy

For document and deal materials Services:

• Money-back guarantee: full refund within one (1) day of purchase if Client is unsatisfied with document quality
• No refunds after the guarantee period, for delivered work product, or for partial billing periods

Refunds relating to the Talent Services are governed by Section 11.7.

5.2 Cancellation Policy

• One-time and project-based Services: no cancellation once work has commenced
• Talent Services: cancellation is governed by Section 11.5, including the initial commitment period and notice requirements

5.3 Service Delivery

Digital deliverables are provided in a timely manner following payment confirmation and Client's delivery of the information and materials reasonably required to perform the work. Delivery timelines communicated by Deal Memo are estimates and are not guarantees unless expressly stated in a Service Agreement signed by Deal Memo.

8.1 Service Limitations

• No usage limits apply to document Services except as stated in the applicable Service Agreement
• A fair use policy applies to ensure quality of service for all Clients
• Deal Memo reserves the right to suspend accounts that violate these Terms
• Services, assignments, accounts, and rights provided through Deal Memo are personal to the applicable Client and may not be sold, assigned, transferred, sublicensed, resold, white-labeled to another staffing or service provider, or otherwise made available to another person or entity without Deal Memo's prior written consent

8.2 Acceptable Use of the Site

Client and other Users may use the Site only for lawful purposes. Users may not:

• interfere with or disrupt the operation or security of the Site;
• attempt to gain unauthorized access to the Site or any associated systems;
• use automated systems to scrape, copy, or extract Site content in a manner that materially interferes with the Site;
• impersonate any other person or entity;
• use the Site or Services for fraudulent, deceptive, or unlawful purposes; or
• violate the intellectual property, privacy, or other rights of Deal Memo or any third party.

Deal Memo may restrict or terminate access to the Site or the Services for any violation of these Terms.

9.1 Privacy Policy

Your privacy is important to us. Our Privacy Policy, available at www.dealmemo.com/privacy, explains what information we collect, how we use and protect it, your rights under applicable privacy laws, and our data retention and deletion practices. The Privacy Policy governs the handling of personal information; the allocation of ownership, license, retention, and commercialization rights in data and materials is governed by Section 10 of these Terms.

9.2 Data Security

• Data is encrypted in transit and at rest
• Security reviews and updates are performed on a regular basis
• Deal Memo maintains practices consistent with generally accepted industry security standards

No method of transmission or storage is completely secure, and Deal Memo does not warrant that Client Materials or any other data will remain free from unauthorized access, loss, or alteration.

9.3 Data Retention

Except where a different retention period is required by applicable law or is expressly set out in a written agreement signed by Deal Memo and Client, Deal Memo may retain all data, materials, deliverables, and records associated with the Services for an indefinite period, and is under no obligation to delete, destroy, purge, or return them upon completion of a project, upon termination of the Services, or upon Client's request. Deal Memo's retention rights are further described in Section 10.

10.1 Deal Memo Property

All content, features, and functionality of the Site and the Services — including Deal Memo's trademarks, logos, branding, website materials, text, graphics, software, systems, databases, templates, formats, checklists, questionnaires, methodologies, processes, know-how, models, training materials, and other intellectual property — are owned by or licensed to Deal Memo and are protected by applicable intellectual property laws. Nothing in these Terms transfers to Client any ownership interest in Deal Memo's intellectual property, and no rights are granted to Client by implication, estoppel, or otherwise.

10.2 Client Materials — Definition

"Client Materials" means any and all data, documents, files, financial statements, tax records, customer and vendor information, contracts, communications, credentials, text, images, recordings, personal information, and other information or materials that Client, or any person or entity acting on Client's behalf or at Client's direction, uploads, submits, transmits, discloses, or otherwise provides or makes accessible to Deal Memo, its affiliates, its personnel, or any Talent in connection with the Services — including materials relating to Client's own clients, sellers, buyers, targets, portfolio companies, counterparties, employees, or other third parties.

10.3 Client Representations and Warranties Regarding Client Materials

Client represents, warrants, and covenants that, with respect to all Client Materials:

• Client owns or otherwise holds all rights, titles, licenses, consents, authorizations, and permissions necessary to provide the Client Materials to Deal Memo and to grant the rights and licenses set out in Section 10.5;
• the provision of the Client Materials to Deal Memo, and Deal Memo's exercise of the rights granted in Section 10.5, do not and will not breach any non-disclosure agreement, confidentiality agreement, engagement letter, listing agreement, licence, court order, or other obligation owed by Client to any third party, or violate any applicable law, including data protection, privacy, securities, banking secrecy, or export control laws;
• Client has provided all required notices and obtained all required consents, authorizations, and lawful bases from each individual or entity whose information is contained in the Client Materials, including consents sufficient to permit the uses, disclosures, licensing, sale, and resale described in Section 10.5;
• the Client Materials do not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, publicity, privacy, or other right of any person or entity; and
• the Client Materials do not contain any virus, malware, ransomware, or other malicious code.

10.4 No Deal Memo Liability for Client Materials

Deal Memo does not review, monitor, verify, screen, audit, or validate Client Materials, and Deal Memo assumes no responsibility or liability for them. Client is solely and exclusively responsible for the Client Materials it provides and for all consequences of providing them.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEAL MEMO WILL HAVE NO LIABILITY OF ANY KIND — WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE — TO CLIENT OR TO ANY THIRD PARTY ARISING OUT OF OR RELATING TO ANY CLIENT MATERIALS OR TO ANY ACT OR OMISSION OF CLIENT IN CONNECTION WITH THEM.

Without limiting the foregoing, Deal Memo will not be liable for or on account of:

• the content, accuracy, completeness, currency, legality, provenance, ownership, or licensing status of any Client Materials;
• any claim that Client Materials infringe, misappropriate, or violate the rights of any third party;
• any breach by Client of a non-disclosure, confidentiality, fiduciary, professional, regulatory, or data protection obligation owed by Client to a third party, whether or not Deal Memo was aware of that obligation;
• the inclusion in Client Materials of personal information, protected health information, payment card data, material non-public information, or other regulated data, and any consequence of that inclusion;
• any conclusion, deliverable, valuation, model, analysis, or recommendation that is inaccurate or incomplete because the Client Materials on which it was based were inaccurate, incomplete, outdated, or misleading; or
• any loss, corruption, deletion, unauthorized access to, or disclosure of Client Materials, except to the extent such limitation is prohibited by applicable law.

Client's indemnification obligations with respect to Client Materials are set out in Section 15.

10.5 License Granted to Deal Memo in Client Materials

Client hereby grants to Deal Memo a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable, and sublicensable (through multiple tiers) right and license to host, store, retain, reproduce, copy, back up, transmit, modify, adapt, translate, excerpt, aggregate, de-identify, combine with other data, index, analyze, process, use, display, perform, distribute, disclose, license, sell, resell, and otherwise commercially exploit the Client Materials, and any data, output, derivative work, insight, benchmark, or other material derived from them, in whole or in part, in any medium now known or later developed, for any purpose, including:

• providing, administering, supporting, and improving the Services;
• developing, testing, training, evaluating, and operating Deal Memo's current and future services, products, tools, templates, databases, algorithms, and machine learning or artificial intelligence models;
• creating, maintaining, and commercializing market data, comparables, transaction databases, benchmarks, indices, research, analytics, reports, and other data or information products;
• marketing, business development, and promotional purposes; and
• sale, resale, licensing, sublicensing, syndication, or other distribution to, or joint development with, third parties.

This license is granted without any obligation on Deal Memo to provide compensation, royalties, revenue share, attribution, notice, or accounting to Client or to any third party. Client waives, to the fullest extent permitted by applicable law, any moral rights or similar rights in the Client Materials that would restrict the exercise of this license. This license survives the completion of any project and the expiration or termination of these Terms and of Client's relationship with Deal Memo.

The rights granted in this Section 10.5 apply unless and to the extent they are expressly limited by a written agreement executed and signed by an authorized representative of Deal Memo and by Client. A restriction contained in a document that Deal Memo has not signed — including a non-disclosure agreement, click-through terms, a vendor portal agreement, a data room agreement, or a legend, footer, or watermark applied to a document — does not limit, condition, or supersede this Section 10.5.

10.6 Produced Data; Deliverables

"Produced Data" means all data, documents, deliverables, drafts, work product, memoranda, models, analyses, templates, outputs, metadata, records, and other information created, generated, compiled, derived, assembled, or produced by Deal Memo, its affiliates, its personnel, or any Talent in connection with the Services, whether or not prepared specifically for Client and whether or not derived from Client Materials.

As between Deal Memo and Client, and unless otherwise expressly provided in a written agreement executed and signed by an authorized representative of Deal Memo and by Client:

• Deal Memo owns, and retains all right, title, and interest in and to, all Produced Data;
• Deal Memo may retain all Produced Data indefinitely, in any location and in any form, and has no obligation to delete, destroy, purge, anonymize, or return it at any time, including upon termination of the Services or at Client's request;
• Deal Memo may use, reproduce, modify, create derivative works from, aggregate, analyze, display, disclose, license, sublicense, sell, resell, syndicate, and otherwise commercially exploit the Produced Data for any purpose, including each of the purposes listed in Section 10.5, without compensation, attribution, or accounting to Client; and
• Deal Memo may exercise these rights during and after the term of Client's engagement, and these rights survive termination.

Upon Deal Memo's receipt of full payment of all amounts due for the applicable Services, Deal Memo grants Client a perpetual, worldwide, non-exclusive, non-transferable (except as provided below) license to use, reproduce, distribute, and create derivative works from the specific deliverables prepared for Client for Client's own business purposes, including use in the transaction or engagement for which they were prepared and, where applicable, distribution to Client's own clients and to prospective buyers, sellers, investors, and their advisors on a white-labeled basis. Client may assign this license to a successor to substantially all of Client's business. Until full payment is received, Client has no license to use any deliverable.

10.7 Aggregated and De-Identified Data

Notwithstanding any other provision of these Terms or of any Service Agreement, and notwithstanding any confidentiality obligation, Deal Memo may create, retain, use, disclose, license, sell, and otherwise exploit aggregated, statistical, and de-identified data derived from the Client Materials, the Produced Data, and Client's use of the Services, provided that such data does not identify Client or any identifiable individual by name. Deal Memo owns all such aggregated, statistical, and de-identified data.

10.8 Feedback

If Client or any User provides Deal Memo with feedback, suggestions, ideas, or recommendations concerning the Site or the Services, Deal Memo may use and exploit that feedback for any purpose without restriction, attribution, or compensation.

10.9 Materials Subject to Third-Party Restrictions

Client acknowledges that Deal Memo's commercial model, pricing, and Services are premised on the rights granted in Sections 10.5 through 10.7. If Client is subject to any obligation that would be breached by, or that is inconsistent with, those rights — including a non-disclosure agreement with a seller, buyer, target, lender, or other counterparty — Client must obtain a written agreement signed by an authorized representative of Deal Memo expressly limiting those rights before providing the affected materials to Deal Memo. Absent such a signed agreement, Client is deemed to have granted the rights in Sections 10.5 through 10.7 in full, and Client bears sole responsibility and liability for any resulting breach of its obligations to third parties.

11.1 Overview of the Talent Services

Deal Memo identifies, recruits, screens, tests, and presents candidates and, where Client elects to proceed, places one or more full-time offshore Analysts to support Client's transaction work. Deal Memo administers the offshore employment, payroll, benefits, and human resources arrangements applicable to the Talent and provides onboarding assistance and, where agreed, ongoing training.

Unless otherwise agreed in writing, the Talent will work Client's stated business hours and time zone and will work solely on Client's pipeline and will not be shared with other clients of Deal Memo. Deal Memo has established this Section 11 to promote a consistent and high-quality experience for Clients and for Deal Memo personnel; a violation of these Terms may result in suspension or termination of the Talent Services.

Each plan may be subject to a weekly or monthly hour limitation based on the plan selected by Client. Unless otherwise agreed in writing, unused hours do not roll over or carry forward into a subsequent period.

11.2 Sourcing, Screening, and Selection

Deal Memo sources and screens candidates at no upfront cost to Client. Candidates complete tailored cognitive and technical skill assessments before being presented, and Deal Memo prepares candidate profiles based on the requirements Client provides. Deal Memo reviews applications, introductory videos, and conducts initial interviews on Client's behalf.

Client makes the final hiring and selection decision and is responsible for satisfying itself as to a candidate's suitability. Deal Memo does not guarantee that any particular candidate, qualification profile, or placement timeline will be available, or that a placement will be made at all. Reference, credential, and background checks are performed only to the extent expressly agreed in writing and only to the extent permitted by applicable law in the relevant jurisdiction.

11.3 Subscription Pricing

Deal Memo may establish subscription fees and other charges for the Talent Services as set out in the applicable Service Agreement, proposal, order form, invoice, or other written communication with Client. Fees are typically invoiced as one flat monthly amount per placement.

Deal Memo reserves the right to change monthly subscription pricing following the expiration of any contracted pricing period by providing Client with at least thirty (30) days' written notice. Additional fees may apply to custom solutions, expanded scope, additional services, or work outside Deal Memo's standard service offerings. No pricing modification will retroactively alter amounts already due and payable.

11.4 Payment Policy; No Circumvention Payments

Client agrees to pay all fees and charges applicable to the Talent Services in accordance with the applicable Service Agreement, invoice, or payment schedule. Unless otherwise agreed in writing, billing occurs on the first day of each month for Services to be provided during that month, and fees may be prorated to account for the applicable Talent's Start Date.

Client may not enter into any agreement, compensation arrangement, or payment arrangement with a Talent that circumvents Deal Memo or that requires or permits payments to be made outside of Deal Memo, without Deal Memo's prior written consent. Any unauthorized direct payment arrangement, or any other attempt to circumvent Deal Memo, constitutes a material breach of these Terms and may result in immediate suspension or termination of the Services without refund, subject to applicable law, and may trigger Client's obligations under Sections 11.9 and 11.10. Client remains responsible for all fees and amounts accrued or incurred prior to the effective date of any suspension or termination.

11.5 Term; Initial Commitment; Cancellation

Unless otherwise expressly agreed in writing, Talent plans are provided on a monthly basis. Client's service term begins on the date the applicable Talent begins the first day of his or her role with Client (the "Start Date").

Each plan is subject to an initial commitment period of ninety (90) days beginning on the Start Date (the "Initial Commitment Period"). Following completion of the Initial Commitment Period, the plan will automatically continue on a month-to-month basis unless and until terminated in accordance with these Terms.

After the Initial Commitment Period, Client may cancel the applicable plan by providing Deal Memo with at least thirty (30) days' written notice of cancellation. If Client cancels or ceases to use the Services during the Initial Commitment Period for any reason other than Deal Memo's uncured material breach, the fees for the remainder of the Initial Commitment Period become immediately due and payable. A cancellation request does not relieve Client of any payment obligation arising before the effective cancellation date.

11.6 Replacement Guarantee

If Client's business needs change, or if Client believes the applicable Talent is not meeting Client's expectations, Client may request a replacement Talent at no additional placement or replacement charge, with no time limit on the number of replacement requests. Deal Memo will use commercially reasonable efforts to source, present, and onboard an appropriate replacement.

Replacement timing, candidate availability, candidate qualifications, role requirements, and Deal Memo's ability to provide a replacement are subject to Deal Memo's assessment and discretion on a case-by-case basis. Nothing in this Section guarantees that a replacement meeting every requested qualification will be available within any particular period. Unless otherwise agreed in writing, monthly fees will be prorated to exclude any continuous period of five (5) or more business days during which no Talent is assigned to Client while a replacement is being sourced, except where the delay is attributable to Client.

11.7 Termination by Deal Memo

Deal Memo reserves the right to terminate or discontinue the Services at any time and for any lawful reason. If Deal Memo terminates prepaid Services for a reason other than Client's breach of these Terms, misconduct, nonpayment, circumvention, or other violation of an applicable agreement, any refund owed for an unused prepaid period will be calculated on a prorated basis using the applicable agreed monthly rate. Termination does not affect any right or obligation that accrued prior to the effective date of termination.

11.8 Client Responsibilities; Supervision; Employment Matters

Client is responsible for providing its Talent with the information, access, instructions, systems, tools, materials, permissions, and cooperation reasonably necessary to perform assigned work, and for the day-to-day direction of that work.

Client is responsible for the business decisions it makes based upon work performed by a Talent and for reviewing all work product before relying upon, publishing, implementing, transmitting, filing, or otherwise using it. Client agrees not to instruct a Talent to engage in unlawful conduct or conduct that would violate the rights of any third party, and is solely responsible for ensuring that its use of the Services and any work performed at its direction complies with the laws and regulations applicable to Client's business, including securities, broker-dealer, licensing, anti-money-laundering, and data protection requirements.

Client will not subject any Talent to harassment, discrimination, retaliation, or unsafe working conditions, and will promptly notify Deal Memo of any related concern or complaint.

Each Talent is employed or engaged by Deal Memo or by an affiliate or employer-of-record partner of Deal Memo, and not by Client. Nothing in these Terms creates an employment, co-employment, joint-employment, partnership, joint venture, agency, or fiduciary relationship between Client and any Talent or between Client and Deal Memo. Client will not place any Talent on Client's payroll or enroll any Talent in Client's benefit, insurance, bonus, or equity plans without Deal Memo's prior written consent.

11.9 Non-Solicitation and Non-Circumvention

Client acknowledges that Deal Memo invests substantial time, resources, expertise, and expense in identifying, recruiting, screening, testing, evaluating, engaging, training, supporting, and matching Talent with Clients, and that Deal Memo has a legitimate business interest in protecting those investments and its relationships with its Talent.

Accordingly, during Client's relationship with Deal Memo and for twenty-four (24) months following the termination or expiration of that relationship, regardless of the reason for termination or expiration, Client will not, without Deal Memo's prior written consent, directly or indirectly solicit, recruit, hire, employ, retain, contract with, engage, or otherwise establish a direct or indirect working relationship outside of Deal Memo with any Talent who:

• is assigned to Client at the time Client's relationship with Deal Memo ends; or
• was assigned to Client at any time during the six (6) months immediately preceding the termination or expiration of Client's relationship with Deal Memo.

Client will not accomplish indirectly, through an affiliate, owner, officer, employee, contractor, intermediary, related business, or other third party, anything that Client is prohibited from doing directly under this Section. Client further agrees not to circumvent Deal Memo by soliciting or engaging referrals, friends, family members, or acquaintances of a Talent for the purpose of obtaining talent through or because of Client's relationship with that Talent while avoiding Deal Memo's fees or involvement.

Deal Memo may consent to a direct engagement in its sole discretion and may condition that consent upon payment of an agreed buyout, conversion, placement, or other fee.

11.10 Liquidated Damages for Unauthorized Solicitation or Engagement

Client acknowledges and agrees that an unauthorized solicitation, hiring, engagement, or circumvention prohibited by Section 11.9 would cause Deal Memo substantial harm, including lost revenue and loss of the value of its recruiting, sourcing, screening, testing, matching, training, relationship-building, and talent-development investments, and that the precise amount of such damages may be difficult to determine at the time these Terms are accepted.

Accordingly, if Client's prohibited solicitation or circumvention results in a Talent leaving Deal Memo, ceasing to provide services through Deal Memo, or directly or indirectly providing services to Client or a related party outside of Deal Memo without Deal Memo's prior written consent, Client agrees to pay Deal Memo liquidated damages equal to a one-time amount of twenty-four (24) times the monthly subscription fee applicable to that Talent at the time the Talent was last assigned to Client.

The parties intend this amount to constitute agreed liquidated damages designed to reasonably compensate Deal Memo for anticipated losses, and not a penalty. Payment of liquidated damages does not excuse Client from any amount otherwise due and payable to Deal Memo before the breach.

11.11 No Guarantee or Warranty Regarding Work Product

Deal Memo endeavors to recruit, match, and support qualified Talent and to provide Clients with high-quality Services. Deal Memo does not, however, guarantee the quality, completeness, accuracy, suitability, effectiveness, or results of any particular deliverable, analysis, model, or service performed by a Talent or by Deal Memo.

Client acknowledges that human error may occur and that Client is responsible for reviewing and approving all work product before relying upon, distributing, or implementing it. To the fullest extent permitted by applicable law, Deal Memo will not be liable solely because a deliverable or other work product contains an error, omission, inaccuracy, or other defect.

11.12 Ownership of Talent Work Product

Ownership of, and rights in, all deliverables, documents, reports, research, models, designs, materials, files, and other work product created by a Talent in connection with Client's Services are governed by Section 10, including Deal Memo's ownership of Produced Data, Deal Memo's retention, use, licensing, and resale rights, and the license granted to Client upon full payment. Client retains ownership of its own preexisting intellectual property, trademarks, systems, and Client Materials, subject to the license granted to Deal Memo in Section 10.5. Nothing in these Terms transfers ownership of Deal Memo's preexisting intellectual property, processes, methods, know-how, trademarks, branding, templates, systems, or software.