Dated: Aug 28th, 2022
Noteful Technologies Ltd End-User License Agreement
Thank you for choosing Noteful. These End-User License Agreement terms, which explain how you may use our mobile application called “Noteful” and the associated products, features and services (hereinafter: Application), are an agreement between Noteful Technologies Ltd (hereinafter: Noteful) and you (End-User). Please read these terms carefully.
By downloading the Application from the Apple AppStore and any update thereto (as permitted by this License Agreement), you indicate that you agree to be bound by all of the terms and conditions of this License Agreement, and that you accept this License Agreement. Your use of the Application in any way means that you agree to all of these terms, and these terms will remain in effect while you use the Application. If you do not agree to all of the following, you may not use or access the Application in any manner.
The parties of this License Agreement acknowledge that Apple is not a Party to this License Agreement and is not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. Noteful Technologies Ltd, not Apple, is solely responsible for the licensed Application and the content thereof.
This License Agreement may not provide for usage rules for the Application that are in conflict with the latest App Store Terms of Service. Noteful Technologies Ltd acknowledges that it had the opportunity to review said terms and this License Agreement is not conflicting with them.
All rights not expressly granted to you are reserved.
Noteful (hereinafter: Application) is a piece of software created to take, annotate, edit and organise digital notes on compatible devices released by Apple.
2.1 The license is granted to you, as the End-User for the Application, on a limited, non-transferable, non-exclusive, non-sublicensable basis to install and use the licensed Application for your private, personal, for-profit and/or commercial use on any Apple-branded Products that you (End-User) own or control subject to all the terms and conditions set forth in this agreement and the Apple Media Services Terms and Conditions, with the exception that such licensed Application may be accessed and used by other accounts associated with you (End-User, the purchaser) via Family Sharing or volume purchasing.
2.2 This license will also govern any updates of the Application provided by Noteful that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.
2.3 You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with Noteful Technologies Ltd’s prior written consent).
2.4 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.5 Noteful reserves the right to modify the terms and conditions of licensing.
2.6 Nothing in this license should be interpreted to restrict third party terms. You must ensure that you comply with applicable third-party terms and conditions.
3.2 Use of the Application may or may not incur a fee depending on the version you use. If you are using a free version of the Application, we will notify you before any Application you are then using begin carrying a fee, and if you wish to continue using such Application, you must pay all application fees for such Application.
3.3 Purchasing certain features and functionalities designed to enhance the performance of the Application through the Apple iTunes service’s In-App Purchase is available. When you make an In-App Purchase, you are agreeing to the applicable Terms and Conditions, available at https://www.apple.com/legal/internet-services/itunes/ww/. All payment for the In-App Purchase are processed through Apple iTunes services by billing your payment account linked with the App Store. The processing of payments would be subject to the terms, conditions and privacy policies of Apple iTunes services in addition to these terms. Noteful is not a party to any In-App Purchase and not responsible for any error by, or other acts or omissions of, the payment process through the Apple iTunes services.
4.1 Noteful Technologies Ltd is not obligated, expressed or implied, to provide any maintenance, technical or other support for the Application though we are committed to improving the Application as well as the user experience continuously through updates of the Application, which is however subject to decision made by Noteful Technologies Ltd.
4.2 Noteful Technologies Ltd and the End-User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the lincensed Application.
6.1 The Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions). Contributions may be viewable by other users of the Application and through third-party websites, cloud-based storage and synchronization platforms or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
6.1.1 The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
6.1.4 Your Contributions are not false, inaccurate, or misleading.
6.1.5 Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6.1.6 Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
6.1.7 Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
6.1.8 Your Contributions are not used to harass or threaten (the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
6.1.9 Your Contributions do not violate any applicable law, regulation, or rule.
6.1.10 Your Contributions do not violate the privacy or publicity rights of any third party.
6.1.11 Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
6.1.12 Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
6.1.13 Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
6.2 We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Application. You are solely responsible for your Contributions to the Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
7.1 It is allowed to link to Noteful from your website, social networking accounts or online platform accounts as long as it is done in a way that is reasonable, fair and legal. You must not link to Noteful if doing so may damage our reputation or where you suggest any form of association, approval or endorsement on our part where none exists.
7.2 By posting your Contributions to any part of the Application or making Contributions accessible to the Application by linking your account from the Application to any of your website, social networking accounts or online platform accounts which are accessible by the public, you represent and warrant that you have the right to, grant to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use copy, reproduce, disclose, publish, sell, resell, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and automatically grant us an authorized sublicenses of the foregoing. The use and distribution may occur in any media formals and through any media channels.
7.3 You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
7.4 Noteful does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Application. You are solely responsible for your Contributions to the Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
7.5 Noteful has the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations in the Application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
8.1 To the fullest extent allowed by the applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall any of the Noteful Parties be liable to you or to any other person for (a) any indirect or direct, special, incidental, punitive or consequential damages or any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, loss of contract, lost of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation, work stoppage, accuracy of results, computer failure or malfunction, or any damage or alteration to any devices or equipment that may be used to register for install, download, access or use the Application; (b) any substitute goods, services or technology; or any amount, in the aggregate, in excess of the greater of the amounts paid and/or payable by you to Noteful in connection with the Application in the three-month period preceding this applicable claim.
8.2 Notwithstanding any other provision in these terms, whenever we exclude liability in these terms, we do not exclude or limit our liability in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or for any other losses which cannot be excluded or limited by applicable law.
8.3 Noteful takes no accountability or responsibility for any damages caused due to a breach of duties according to this Agreement. You agree to indemnify and hold us harmless from any claim or demand including reasonable attorney’s legal costs, made by a third party, relating to or arising from any breach of the terms by you.
8.4 While we try to make sure that the Application is up-to-date, accurate and available for use, we cannot promise that it will always be and uninterrupted. any reliance that you may place on the information on or operation of the Application is at your own risk. To avoid data loss, you are responsible for making use of backup functions, to your own computer or other device, any important documents, images or other user content that you store via the Application to the extent allowed by applicable third-party terms and conditions of use.
9.1 NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NOTEFUL OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Noteful Technologies Ltd and the End-User acknowledge that Noteful Technologies Ltd, and not Apple, is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy & similar legislation, including in connection with the licensed Application’s use of the HealthKit and HomeKit frameworks.
You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.
For general inquiries, complaints, questions or claims concerning the licensed Application, please write to [email protected].
Once the Application is downloaded, the license is valid until terminated by Noteful Technologies Ltd or by you. Your rights under this license will terminate automatically and without notice from Noteful Technologies Ltd if you fail to adhere to any term(s) of this license. Upon License termination, you shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
14.1 Apple and Apple’s subsidiaries shall be third-party beneficiaries of this End-User License Agreement. Noteful Technologies Ltd represents and warrants that Noteful Technologies Ltd will comply with applicable third-party terms of agreement when using licensed Application.
14.2 Both you and Noteful acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use, and upon your acceptance of these terms and conditions of this license agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this End-User License Agreement against you as a third-party beneficiary hereof. The End-User License Agreement may not provide for usage rules for the Application that is in conflict with the Apple Media Services Terns and Conditions as of the effective date, which you acknowledge you have had the opportunity to review.
14.3 The Application may contain hyperlinks or references to third party websites.
Any such hyperlinks or references are provided for your reference or convenience only. Noteful has no control over third party websites and accepts no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party websites does not mean that we denorse that third party’s website, products, or services. Your use of a third party website may be governed by the terms and conditions of that third party website.
15.1 Noteful Technologies Ltd and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User’s possession and use of that licensed Application infringes on the third party’s intellectual property rights, Noteful Technologies Ltd, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claims.
15.2 Both you and Noteful acknowledge and agree to respecting the Intellectual Property Rights of others. Noteful therefore reserves the right to delete or disable content (including User Content) alleged to be infringing Intellectual Property Rights, including upon receiving infringement notices that are compliant with applicable laws. Noteful reserve the right, without prejudice to any other remedies we may have, the right to infringe and terminate the access to the Application if you are responsible for such infringement.
16.1 This license agreement will be governed by the laws of England and Wales, the United Kingdom, and the courts of England and Wales will have non-exclusive jurisdiction to hear any dispute arising from these. For the exclusive benefits of Noteful, Noteful shall also retain the right to bring proceedings in the courts of country of End-User’s residence or, where these terms are entered into in the course of associate trade or professions, the country of the principal place of business involved.
16.2 Noteful reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Noteful to disclose the identity of anyone posting any e-mail messages, or publishing or other wise making any materials that are believed to violate these terms.
17.1 Terms of this agreement may be subject to changes without any prior notice as we are constantly trying to improve our Application. Noteful reserves the right to change the terms at anytime and a notice regarding the change will be placed on our site at https://www.getnoteful.com/.
17.2 If any of the terms of this agreement should be or become invalid, the validity of the remain in provisions shall not be affected. Invalid terms will be replayed by valid ones formulated in a way that will achieve the primary purpose.
17.3 Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.