NoteIt Terms of Service
Effective Date: July 14, 2023
Welcome to the NoteIt App, products and services (collectively, “Services”)! Please read, review and understand these Terms of Service (“Terms”) carefully, especially the terms and conditions that exclude or limit our liability, and the Separate Agreement (as defined below) to subscribe for or use certain service, and choose to accept them or not. Limitations and exclusions of our liability may be in bold text for your attention.
If you are under the age of majority as defined by applicable local law (“Minors”), please read these Terms and other related agreements with your parent or other guardian and pay special attention to the terms and conditions regarding the Minors.
1. These Terms constitute a contract between you and us. These Terms include all of the provisions set forth in this page and in the NoteIt Privacy Policy and other terms or conditions that may be presented by us and accepted by you from time to time in connection with particular services and/or products. By downloading, installing, accessing, registering, logging in to, or using the NoteIt App and related services developed or operated by us, you are deemed to have read and agreed to be bound by these Terms, as amended by Brainiac Labs from time to time. If you do not agree to be bound by these Terms or any amendments to these Terms made by Brainiac Labs, you should immediately stop using the Services, close your account for the Services and uninstall the NoteIt App.
2. If you use other products or services developed or operated Brainiac Labs, you may also need to enter into a separate agreement with us (“Separate Agreement”) to become a party thereto, and these Terms shall not be deemed to supersede the specific contractual terms of the Separate Agreement. If there is any conflict between the Separate Agreement and these Terms, the Separate Agreement shall prevail.
You are a party to these Terms, referred to in these Terms as “user” or “you”; the other party to these Terms is Brainiac Labs Inc, a limited liability company incorporated in America, referred to in these Terms as “Brainiac Labs”, “we” or “us”.
1. The Services are provided by Brainiac Labs as appropriate, including, without limitation, allowing registered users to store, organize, search and share texts, documents, images, graphics, videos and messages, upload or synchronize the above contents via one or more authenticated devices, etc. By using the Services, you can do many things you want on multiple computer devices and systems. Brainiac Labs reserves the right to make upgrades or other adjustments to the Services, and will promptly update the introduction page or inform users accordingly.
2. Some of the Services provided by Brainiac Labs are fee-based services (“Paid Services”), and users are required to pay a fee to Brainiac Labs to use the Paid Services. For Paid Services, Brainiac Labs will give users clear instructions before users use them, and users may only use the Paid Services if they confirm that they are willing to pay the relevant fees in accordance with such instructions. If a user refuses to pay the relevant fees, Brainiac Labs reserves the right not to provide Paid Services to such user. Please see the “Payment and Subscriptions” section below for details.
3. You should understand that Brainiac Labs only provides technical services in connection with the Services, and that you are responsible for providing your own equipment (such as personal computers, cell phones, and other devices accessing to Internet or mobile network access) and for paying relevant fees (e.g., Internet access fees, cell phone fees, etc.).
(1) You need to create a Brainiac Labs account before you use the Services. You should understand that we may require you to provide your personal information for certain services in accordance with applicable laws and regulations, and will create your account upon successful verification of such information (collectively, your “Account Information”, and you may use your Account Information to log in to the NoteIt App) and/or provide such services.
(2) We encourage you to use passwords which are complex, hard to crack and different from those you use for any other service. You should log out your account safely after use of the Services.
(3) We are not responsible for any loss or damage caused by incorrect information provided by you or your failure to keep your Account Information safe. If you become aware of any unauthorized use of your Account Information or suspect that anyone may be able to access your private contents without authorization, you should immediately change your password and notify our customer support team.
(4) You may use certain third-party accounts (e.g., Apple ID, Google ID, etc.) to create a new Brainiac Labs account or connect an existing Brainiac Labs account, after which you can login in to your Brainiac Labs account via such third-party account. We will link your third-party account to your Brainiac Labs account after you agree to these Terms.
(5) If your registration information (e.g., email address, Apple ID, Google ID, etc.) changes, please log in to the NoteIt App and update your account settings in a timely manner.
(1) For so long as you are not barred from using the Services under the applicable law, once you accept these Terms and create an account, we will grant you a limited, non-exclusive license to use the Services in accordance with these Terms, until you close your account or until we close your account in accordance with these Terms.
(2) We will grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the NoteIt App, for the sole purpose of enabling you to use the NoteIt App and enjoy the benefit from the Services in accordance with any applicable license terms of the NoteIt App and these Terms until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other rights or interests from Brainiac Labs, the NoteIt App or the Services.
(3) You will reserve the copyrights and any other rights that you have had before you submit, post or display any content on or through the Services. You must grant Brainiac Labs a limited license (as described below) so that we can allow you to access and use your data through the Services. Except for this limited license and other rights granted by you in these Terms, Brainiac Labs acknowledges and agrees that we do not obtain any right, title or interest in any contents provided by you under these Terms.
Brainiac Labs makes every effort to ensure you are satisfied with our Services and to make you work more productively. We strive to create a seamless experience for you by providing necessary applications, trying to ensure the security of your information, and disclosing our data processing methods. We kindly request you to use the Services properly, respect other users and comply with the rules regarding prohibited conducts in the use of the Services. Please remember that you are responsible for maintaining the accuracy, integrity and confidentiality of your Account Information and for all activities that occur under your account (including the activities of others who have access to your Account Information) and for your contents. This includes, but is not limited to, the following:
The “Contents” in this section refers to all contents created, transmitted, stored or displayed in your account (including but not limited to, account name, avatar, profile, notes, etc. ), such as texts, images, voices and any other types of files you can think of, regardless of the form or technical structure of the content (collectively, the “Contents”). As the creator or person who introduced the Contents to the Services, you will be fully responsible for the Contents. These Terms shall apply to the Contents, regardless of whether the Contents are stored, shared or transmitted through the use of the Services or through any third party application or service connected to the Services, or shared or transmitted to a third party application or service through the Services.
You acknowledge and agree that when using the services provided by the NoteIt App, in all Contents:
l Please do not use the Services to back up your hard drive or do other things which the Services are not intended for. The Services are designed and developed around a core set of productivity-enhancing use cases and features like notes editing and searching, content categorization, and notes sharing – the core activities that support modern and efficient collaboration (collectively, the “Intended Uses”). The Services are not designed or developed for cloud backup, storage of video or audio files, automatic backup of emails or other files, or maintaining large quantities of irrelevant files, etc. Using the Services for these unintended purposes may result in you and/or other users having a significantly degraded user experience of the NoteIt App. The quality of your user experience of the NoteIt App depends on whether you use the Services for its Intended Uses.
l Please do not use the Services for anything illegal or promote any illegal activity. Do not do things like posting instructions on how to assemble or manufacture hazardous materials, promote harm to any individual or animal, group, any government or lawful organization, etc., or stalk or harass anyone. In short, you shall not violate any laws and regulations applicable to you, your Account Information or your use of the Services. You, instead of Brainiac Labs, are responsible for violations of any laws and regulations.
l Do not infringe upon the legal rights of other users / others, such as portrait rights, reputation rights, privacy rights, personal information, trade secrets, etc. Engaging in commercial or other activities that infringe the rights of others or violate applicable laws and regulations is strictly prohibited. This also means you may not upload, post or otherwise transmit any Content that you are not entitled to transmit under any legal or contractual relationship or fiduciary relationship (such as proprietary and confidential information learned or disclosed under an employment relationship or under a confidentiality agreement).
l Please do not use the Services to engage in commercial promotional activities, annoy or scam other users. Please do not upload, post or otherwise transmit any Content intended for profit for you or any other enterprise or organization, or any advertising or promotional materials. Please do not use the Services for any commercial activity or use the Services as a forwarding means to other websites.
l Please do not send unwanted messages to others. The NoteIt App's sharing function (which allows users to share Contents) is intended to allow you to share information with people you know. Whenever you send any type of messages through the Services to any third party or to a recipient in third-party software or services, you represent and warrant to Brainiac Labs that you are acting within the scope of applicable laws and that you have obtained the recipient's prior consent to receive such messages.
l Do not interfere with the Services. Please be considerate of other users and do not use the Services in a manner that may cause interruption of others' use of the Services. Uploading, posting or otherwise transmitting software viruses or any other computer codes, files or programs intended to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment is strictly prohibited. Do not interfere with servers or networks connected to the Services, or with the services or networks of the service providers who assist us to provide the Services. Do not try to disguise the origin of any Contents transmitted through the Services. Do not access or attempt to access the Services by any means other than the interface provided by Brainiac Labs (including through the use of scripts, web crawlers or the like) unless Brainiac Labs has authorized you to do so.
l Do not attempt to copy or resell our Services. Do not attempt to copy or reproduce any part of the Services. Do not advertise for sale or resale of the Services without Brainiac Labs’s prior authorization. This also means that you should not attempt to obtain, distribute or resell the Services by unlawful means, and Brainiac Labs reserves the right to raise a claim against you on such conducts.
l Do not engage in any commercial activity on behalf of Brainiac Labs without our prior authorization. This includes, without limitation: not engaging in any conduct or activity on our behalf without our authorization; not advertising your relationship with us as a business partner, agent or other relationship without our consent; and not using any means to impede the full and complete display of any advertising within the Services (such as stylistic changes, customizations or overlays that effectively block or materially impair the display of advertising within the Services).
l Do not disguise yourself as other person or entity (including, without limitation, our employees). Please fill in your true personal information, and do not register with false or fraudulent personal information or entity’s information; do not use misleading information to register an account, including but not limited to the name, avatar or profile that makes people believe that the account is associated with a social celebrity or institutional organization. If there is any change in your personal information, you should update your personal information in a timely manner.
l Do not exceed the scope of your authorized use. Do not access or use services to which you are not entitled to. Do not collect, solicit or store personal information about others or mess around with the content of other users without prior authorization.
l Please do not infringe on intellectual property rights. Uploading, posting or otherwise transmitting any Contents that infringe on any patent, trademark, trade secret, copyright or other intellectual property rights of any others is strictly prohibited.
l Please do not upload any content that is prohibited by applicable laws or regulations. This including, without limitation, any content that contains defamatory, obscene, offensive, pornographic, hateful or inciting content, any content that constitutes, encourages or guides criminal activities, dangerous behaviors or self-harm and any content that carries racism or discrimination.
Unless permitted by applicable laws or authorized by Brainiac Labs in advance, you acknowledge and agree that you will not engage in the following behaviors in your use of the Services:
l To remove the information on intellectual property rights statements such as copyright and trademark rights from the Services;
l To disassemble, decompile or otherwise attempt to discover the source codes of the NoteIt App;
l To use, rent, copy, modify, reproduce, compile or publish the contents of which Brainiac Labs owns the intellectual property rights;
l To copy, modify, add, delete or create derivative works of the NoteIt App, data released into the memory of any terminal during the operation of the NoteIt App, data of client-server interaction in the operation of the NoteIt App, and system data necessary for the operation of the NoteIt App, by using plug-ins or third-party tools/services not authorized by Brainiac Labs to access the NoteIt App and related systems;
l To add, delete or change the functions or operating effects of software by modifying or falsifying instructions or data in the operation of the NoteIt App, or operating or distributing the software or methods for the above purposes to the public, whether for commercial purposes or not;
l To log in or use the NoteIt App and the Services through third-party software or plug-ins not developed or licensed by Brainiac Labs, or create, publish or distribute such tools;
l To interfere with the NoteIt App or its data or the Services by yourself or by authorizing others or third-party software, systems or devices to do so;
l Other behaviors that are not expressly authorized by Brainiac Labs.
You shall fully acknowledge and agree that you are responsible for all activities occur under the account you create, including any Contents under such account and any consequences caused thereby. You should exercise your own judgment regarding the Contents on the Services and bear all risks arising from the use of the Contents, including risks arising from reliance on the accuracy, completeness or usefulness of the Contents. Brainiac Labs cannot and will not be liable for any loss or damage arising from the above risks.
In light of the above, Brainiac Labs does not recommend that you share your account of the Services provided by Brainiac Labs with others. If you share your Account Information with anyone, that person may be able to take control of your account, and we may not be able to determine who is the true account holder. Under such circumstances, we are not liable for any actions of you or anyone with whom you share your Account Information to you (or to him/them). Since we provide various mechanisms to allow you to share Contents with others, we strongly recommend that you do not share your Account Information with anyone except for estate planning purposes (see below). If you need to share Contents with others, particularly in a business, school, or other organizational setting, we encourage you to use the sharing functions allowed by Brainiac Labs.
You acknowledge and agree that Brainiac Labs has the right to choose the persons who use the Service, to decide on function settings and the scope of the application interface based on a combination of factors, such as user experience, safety of service operation, requirements of relevant rules and healthy development of the network. Under the following circumstances, Brainiac Labs has the right to deal with the violation of these Terms as appropriate:
l If we discover or receive reports or complaints from others that a user has violated these Terms, Brainiac Labs reserves the right to remove or block the relevant contents at any time without notice and, depending on the seriousness of the violation, to impose penalties on the offending account, including but not limited to prohibiting the user from registration, requesting the user to correct actions within a fixed time period, canceling the user's account, suspending or terminating the user's use of the Services, and announcing the penalties.
l If a user violates these Terms, the user shall be independently liable for any claims, demands or damages claimed by third parties, and the user shall also indemnify Brainiac Labs for any damages caused thereby.
l If a user violates relevant laws, regulations and policy requirements, Brainiac Labs reserves the right to take legal proceedings against such user as appropriate, and preserve the relevant information and to report to the relevant competent authorities, etc. in accordance with laws, regulations and policy requirements, and the user shall assume full and total legal responsibilities arising therefrom.
You acknowledge and agree that in order for Brainiac Labs to operate the relevant services, and subject to the requirements of the NoteIt Privacy Policy, you must grant us certain limited license rights to process your Contents so that our technical operations in the Services will not be considered illegal. This mainly includes:
l Relevant laws and regulations may prevent us from processing, maintaining, storing, backing up, and distributing your Contents, unless you grant us the rights to do so. Accordingly, by using the Services and uploading any Contents, you grant Brainiac Labs a license to display, implement, distribute, and reproduce your Contents. You also agree that we have the right, in our sole discretion, to choose to refuse to accept, publish, store, display, distribute, or transmit any Contents.
l The rights and licenses in the preceding paragraph are royalty-free, worldwide, irrevocable (for as long as your Contents are stored in the Services), and include the rights to which Brainiac Labs should be entitled. For example, to provide the Contents to others with whom Brainiac Labs has a contractual relationship (or with whom in connection with the provision of the Services) for the sole purpose of providing the Services, and to transfer such rights to them; and to license third parties to access or disclose your Contents to third parties if we deem it necessary to perform our legal obligations.
l If you choose to use any third-party service or application that is integrated with the Services, you agree that the rights and licenses granted to Brainiac Labs under the preceding paragraph also apply to the Contents submitted or uploaded through such third-party service or application. If the third party service or application that you choose to use may access or extract your Contents, you grant Brainiac Labs the right and license to enable such access and extraction of your Contents. Brainiac Labs has no obligation or liability for the acts or omissions of such third party applications or service providers.
l As we rely on your right to upload and distribute your Contents, you represent and warrant to Brainiac Labs that you have the full and unrestricted legal right to submit your Contents to Brainiac Labs, to use the Services for any other purpose, to publish or distribute your Contents, and to grant Brainiac Labs the rights described in these Terms.
l When you use the Services to share notes to an email address, third-party software or service or through a social media site not yet associated with Brainiac Labs account, Brainiac Labs will send messages on your behalf and we are relying on your representations to us that you have a direct relationship with the recipient(s) and that you respect the recipient's legal rights not to receive certain types of messages (such as harassing messages, unsolicited commercial messages, and unwanted text messages). Whenever you share or send any type of messages via the Services to a third party, you represent and warrant to Brainiac Labs that you are acting as permitted by laws and that you have obtained the recipient's prior consent to receive such messages.
l Finally, you acknowledge and agree that Brainiac Labs may make changes to your Contents as necessary to conform and adapt to the technical requirements of connecting networks, devices, services or media in performing the technical steps required to provide the Services to users.
We may include or recommend third-party resources, materials, applications and developers and/or links to third-party websites, contents and applications as part of, or in connection with the Services. We have little or no control over such websites or developers, and therefore, you acknowledge and agree that (i) we are not responsible for the availability of such external websites, contents or applications; (ii) we are not responsible or liable for any contents or other materials or performances available from such websites or applications; (iii) we are not, either directly or indirectly, responsible or liable for any kind of damages or losses arising out of, or claimed to have arisen out of, or in connection with, the use of or reliance on any such contents, materials or applications. Brainiac Labs does not guarantee the security, accuracy, stability, or other uncertain factors of third party technologies or services. Disputes and damages arising from interruptions, suspensions, data leakage, or other problems with third party services shall be resolved between you and the third party. Brainiac Labs shall assume no liability for this.
You agree to indemnify and hold Brainiac Labs, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising out of or in connection with in any way any third party claim relating to your use of any part of the Services, any violation of these Terms or any other actions in connection with your use of the Services (including all actions taken under your account). Upon occurrence of the claims above, we will provide notice of such claims, arbitrations or suits according to the contact information in your account, but any failure to deliver such notice to you shall not release or reduce your indemnification obligation hereunder.
To the maximum extent permitted by law, the Services are provided “as is”.
You expressly acknowledge and agree that:
(a) Your use and/or purchase of the Services, is entirely at your own risk. The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Brainiac Labs expressly disclaims all warranties and conditions of any kind, express or implied, including but not limited to, implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
(b) Brainiac Labs does not warrant that (i) the Services will meet all of your needs; (ii) the Services will be uninterrupted, timely, secure, or error-free; or (iii) all errors in the NoteIt App or the Services will be corrected.
(c) Any materials downloaded or otherwise obtained through the use of the Services are at your sole discretion and risk, and you assume full responsibility for any damage to your computer or other equipment or loss of data that results from the downloading or use of such materials.
(d) No advice or information, whether oral or written, obtained by you from Brainiac Labs or through or from the Services, shall create any warranty not expressly set forth in these Terms.
You expressly acknowledge and agree that Brainiac Labs, its subsidiaries, affiliates, licensors and their respective officers, employees, agents and successors shall not be liable to you for any direct, indirect, incidental, special, consequential or punitive damages, including, without limitation, damages for loss of profits, goodwill, use, data, purchase of substitutes, or other intangible losses (even if Brainiac Labs has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute services resulting from any data, information or service purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or the loss, corruption or alteration of your transmissions, contents or data; (iv) statements or conducts of any third party on the Services or any third party using the Services, or provision of any services in connection with the operation of the Services; (v) acts or omissions by Brainiac Labs in reliance on your Account Information and any changes thereto and notifications received therefrom; (vi) your failure to protect the confidentiality of any passwords or access rights to your Account Information; (vii) the acts or omissions of any third party using or integrating with the Services; (viii) any advertising or your purchase or use of any advertised or other third party products or services; (ix) suspension or termination of your account in accordance with these Terms, or (x) any other matter relating to the Services.
Nothing in these Terms (including the terms regarding the limitation of liability) is intended to exclude or limit any condition, warranty, right or liability that may not be excluded or limited under applicable laws or regulations. Accordingly, only lawful limitations of liability and other restrictions apply to you, and our liability is limited to the maximum extent permitted by law.
You may close your account for the Services for any reason (or no reason) at any time. Please log in to the NoteIt App to close your account if needed.
You may delete the Contents stored on the Services at any time, and you may also discontinue using the Services at any time. If you close your account, the Contents in your account will not be deleted immediately unless you intentionally delete such information and synchronize your account before closing it. If you delete information and materials stored on the Services before synchronizing your account, such data will no longer be accessible to you or anyone else entitled to access such Contents, but residual copies of your deleted Contents may continue to be retained in the Services' backup and archival system for up to one year due to the nature of the operation of the system.
Brainiac Labs' commitment to protecting the privacy of your Contents continues even after your death or incapacity. If you wish to enable someone to access your Contents or Account Information after you are no longer able to provide them with access to your Contents or Account Information, you will need to proactively implement a process. We will not provide your Account Information or your Contents to anyone, even next of kin, unless we determine that we are legally obligated to do so. We encourage you to include your Account Information and instructions on how to access your Contents in your will or other estate plan, so that anyone you wish to give access to your account will know how to do so. Please see the “Payment and Subscriptions” section for information on terminating payment for Paid Services upon death or incapacity.
Brainiac Labs takes the protection of your privacy regarding your Contents very seriously, and we prefer not to have to inspect anyone's content at any time. In accordance with these Terms and as described in the NoteIt Privacy Policy, generally, no one else will see your Contents without your consent unless you choose to allow others to see or access the Contents. Of course, if you choose to post or share any portion of your Contents by sending it to others or sharing your Account Information with others, you will allow the licensed user(s) and the recipient(s) of that shared Contents to access, use and distribute your Contents, or allow the recipient(s) of Account Information to access, use, display, perform, distribute, and modify your Contents (subject to any understandings or agreements that you and such users may have entered into without the involvement of Brainiac Labs). In addition, Brainiac Labs allows you to use various third-party services and applications that interact with the Services and your Contents, and since you may grant them access to your Contents through separate agreements with those parties, please review and strictly control the access you provide to those services or applications.
However, as discussed in our NoteIt Privacy Policy, we may need to see some or all of your Contents under certain circumstances.
You own the Contents that you store on the Services (subject to the legal rights of third parties), and you acknowledge and agree that Brainiac Labs (and our licensors) own(s) all legal rights, titles and interest in and to the Services, including, without limitation, all software hosted on Brainiac Labs servers that forms part of the Services, and any software deployed by you or third parties to capture contents from outside the Services which enables a compatible computing device to access and use the Services.
By agreeing to these Terms, you agree that all the rights in the Services and the NoteIt App, including all intellectual property rights, such as trademarks, patents, and copyrights, are protected by one or more copyrights, trademarks, patents, trade secrets, and other laws, regulations, and treaties, in addition to these Terms and any Separate Agreements. In particular, you agree not to modify, make derivative works of, decompile, or otherwise attempt to extract the source codes of the NoteIt App unless you are expressly permitted to do so under an open source license, with our express written permission, or other lawful permission.
We reserve the right, with or without notice, to implement new elements as part of and/or ancillary to the Services and the NoteIt App, including those that may affect the previous model of operation of the Services or cause changes to the NoteIt App, in our sole discretion. We also reserve the right, with or without notice, to set the nature or size of the storage available to you, the permissions for sending and receiving email messages, the nature or size of any index or library information, the nature of your Contents and other information or your continued ability to access or distribute your Contents and other data, and to impose other restrictions at any time. For example, if you use a free version of the Services by a Brainiac Labs account, you will not enjoy the benefits provided to subscribers of NoteIt premium accounts (“NoteIt Premium Account”).
You also acknowledge that some actions by Brainiac Labs may prevent or block your access to your Contents for a limited period of time or permanently, or use the Services for a specific period of time and/or in the same manner, and you agree that Brainiac Labs shall not be responsible or liable for any results of any such actions or results, including, without limitation, the removal of any Contents or the failure to make any Contents available to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. However, if you are a subscriber to NoteIt Premium Account and find that any such modification or interruption of the Paid Service adversely affects you, you may notify our customer support team, explain the adverse impact that such modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impacts caused by the modifications, extend the duration of your subscription of Paid Service for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining term of the Paid Service subscription as we determine appropriate.
Brainiac Labs may engage certain affiliates or other third parties to provide technical or other services in connection with all or part of the Services from time to time, and you hereby agree that such involvement by such service providers is acceptable. In addition, Brainiac Labs may contract with third-party resellers of the Services and payment processors to enable payments in your local currency and payment systems. Please see the NoteIt Privacy Policy to understand the extent to which any affiliates or third parties may have access to your Account Information or Contents. Please see the “Payment and Subscriptions” section to understand our relationship with any marketing, reseller or payment processor.
Brainiac Labs may include software provided by third parties as part of the Services and the NoteIt App from time to time, which is utilized with the permission of the respective licensor and/or copyright holder and in accordance with their respective license terms. We provide some information about such third-party software in the NoteIt Privacy Policy and within the particular part of the NoteIt Software. Brainiac Labs expressly disclaims any warranty or other guarantee to you in connection with such third party software.
In connection with any modification of the Services, Brainiac Labs may automatically download software updates on your computer and other devices from time to time with the intention of improving, enhancing, repairing and/or further develop the Services. Brainiac Labs will endeavor to provide you with the option of whether to install any updates, however, under certain circumstances (such as security risks), Brainiac Labs may require you to install the update to continue accessing the Services. In all cases, as part of your use of the Services, you agree to allow Brainiac Labs to provide you with such updates (and you agree to receive them).
When you submit any opinions, suggestions, documents and/or proposals (collectively, “Contributions”) to Brainiac Labs regarding the Services (or other products or services) through any means, you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Brainiac Labs is not under any express or implied obligation of confidentiality with respect to such Contributions; (iii) Brainiac Labs shall have the right to use or disclose (or choose not to use or disclose) such Contributions in any way for any purpose; (iv) Brainiac Labs may have something similar to the Contributions already under consideration or in development; (v) your Contributions shall automatically become the property of Brainiac Labs without any obligation of Brainiac Labs to you; and (vi) you are not entitled to any explanation, compensation or indemnification of any kind from Brainiac Labs under any circumstances.
When you elect to purchase a Paid Service from us or any third party reseller and enter a form of payment, you agree that:
(1) You will fulfill your obligation to pay for the Paid Service by the date on which payment is due;
(2) Any payment information you provide is true and accurate;
(3) You are authorized to use the payment method you adopt;
(4) We have permission to retain the payment information and payment method;
(5) We have the right to use the email address you submit to provide you with notices and disclosures related to payment; and
(6) We or our reseller (as applicable) are authorized to charge you for the Paid Service using the established payment method and the information you provide that is stored in your account as of the applicable date for payment.
Your assurances of payment and our rights to collect payment include any obligation that you may have to pay any taxes or delivery charges applicable to the Paid Service you are buying. You agree to pay the charges for the Paid Service in the currency specified by Brainiac Labs (or any reseller or payment processor from which you may purchase the Paid Service) when you enter into the commercial transaction, and you assume all risks associated with any value change in the currency compared with other currencies. The specified charges for a Paid Service include certain taxes and may include delivery or similar charges applicable to the purchase. If any tax or charge applicable to the purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other charge.
Our price for a Paid Service do not include any of the third-party fees incurred in connection with a Paid Service, including, without limitation, the fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third-party applications or services with which you may use the Paid Service. You are responsible for selecting, managing and paying the fees for such services.
We may change the price of any Paid Service from time to time, and add new fees and charges for certain features to reflect a change in business or legal rules. We will provide you with advance notice of change in recurring subscription fees by sending emails. Unless otherwise specifically provided in our notice to you, any increase in charges for the Paid Service would not apply until the expiration of your then current billing cycle, and would become effective the next time you would be charged for the Paid Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Paid Service subscription. If you choose to automatically renew your subscription and agree to pay the new price or other applicable fee, you need to follow the instructions in our notice to agree to automatically renew your subscription for the adjusted fee before the price charge comes into effect for your next billing cycle; if you fail to do so in a timely manner, we will change your subscription from a Paid Service to a free service and terminate your automatic renewal on the date your current billing cycle ends.
Brainiac Labs accepts certain forms of cash payment (e.g., Google Pay, iTunes) as payment methods for Paid Services (each, an “Accepted Payment Method”), subject to these Terms and the procedures and rules under agreements applicable to the Accepted Payment Method. Accepted Payment Methods may vary by Paid Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Paid Service will be billed on or near the date of your purchase.
A Paid Service subscription that renews automatically is a service introduced upon/after your subscription of any service of NoteIt Premium Account and other applicable Paid Services provided by Brainiac Labs for your need of automatic continuous use and to avoid losses due to your failure to renew in a timely manner for negligence or other reasons. If you purchase a Paid Service subscription that renews automatically (such as monthly, annually or other renewal term), you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of your Paid Service subscription (as applicable). If your Paid Service subscription begin on a day not contained in a subsequent month (e.g., your service begin on January 30, and there is no February 30), Brainiac Labs will process your payment on or near the last day of the subsequent month. This is what we mean by paying on an autorenewal basis. You are responsible for any failure to renew your subscription and other risks or losses arising from insufficient balance available for deduction with your Accepted Payment Method. We may offer promotions that provide you with different levels of discounts depending on when, how, or otherwise you choose to automatically renew your Paid Service, subject to the promotions and the details on the payment page. You may choose to cancel your auto-renewed subscription to a Paid Service at any time prior to the autorenewal. See “Cancellation of a Paid Service Subscription” section below for information on how to cancel a Paid Service subscription.
In addition, you agree that we have the permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) the information regarding your purchase and your submitted payment information in order to process your purchase, and to use the email address submitted by you or other means of notification set forth herein to send you notices and provide you with disclosures relating to renewals and recurring charges. See below for information describing what you should do to change your Accepted Payment Method.
We may, in our sole discretion, permit you to pay us for certain Paid Services pursuant to invoices issued by Brainiac Labs. Unless otherwise expressly provided in our Separate Agreement with you, we will issue our invoice on or shortly after the date on which the Paid Service is purchased (and on any monthly, annual or other renewal term as described under “Autorenewal” section above), and the charges are payable upon your receipt of the invoice. All payments of invoiced amounts must be made in the currency specified on the invoice by check, wire or other electronic transfer to a bank and account number designated by Brainiac Labs. Any invoice that remains unpaid thirty (30) days after the invoice date is considered delinquent. Any wire transfer fees or other similar fees incurred on account of the payment method selected should be borne by you and may not be deducted from the amount due Brainiac Labs.
We may, in our sole discretion, enable you to purchase and/or pay for certain Paid Services through a Brainiac Labs-authorized reseller or payment processing firm (including, for example, a telecommunications provider or a mobile app marketplace). Unless otherwise expressly provided in a Separate Agreement with you, your obligation for payment to, and relationship with, such reseller or payment processor is a contractual matter between you and such third-party; Brainiac Labs is not a party to, or responsible on account of, such contract. While we select our resellers and payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any reseller or payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a reseller or payment processor, please contact our customer support team as promptly as you can. And, if you seek information about any party acting as a Brainiac Labs reseller or payment processor before you enter into any agreement with them, please feel free to contact our customer support team.
You are responsible for ensuring that your Account Information, including your email address and all payment information is accurate and up to date. If you need to change your Account Information such as payment methods, you may log in to the NoteIt App to make the change.
If you are not the account holder but you control the payment method for a Paid Service account and wish to make any change to the payment method, you must notify us by contacting our customer support team and demonstrating your control of the payment method used for the Paid Service to our satisfaction.
If the Accepted Payment Method expires or the relevant information is otherwise invalid, or you or others who control the payment method make changes to your billing account too close in time to when we charge for any Paid Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will suspend or terminate your Paid Services, and the continuation of your Paid Service subscription constitutes your authorization for us to do so. You are responsible for any uncollected amounts and any charges incurred by you or us as a result of the suspension or termination of your Paid Services.
You may elect to cancel subscription of a Paid Service at any time, regardless of whether you have chosen to automatically renew the Paid Service. Any cancellation of subscription of a Paid Service will be effective as of the end of the then-current billing cycle and the fees that have been paid are non-refundable, except in the following cases:
(1) The fees are refundable according to these Terms;
(2) Significant modifications to these Terms that adversely affect you (“Term Modification”) are made by us during the then-current billing cycle;
(3) The fees are paid through Google Pay or iTunes and are refundable according to Google's or Apple's policies (as applicable).
Upon occurrence of a Term Modification, you may cancel your subscription of the Paid Service before the completion of the then-current billing cycle, provided that we receive your notice within thirty (30) days after the effective date of such Term Modification. Your notice must be sent in accordance with the requirements set forth in these Terms under the section “How Can I Send a Notice to Brainiac Labs?” and must include your Account Information and a request for the cancellation of specific Paid Services. The cancellation will take effect upon our receipt of your notice and confirmation of your eligibility to make the cancellation. Please see below for details.
If you desire to cancel your subscription for a Paid Service as of the end of the then-current billing period, you may cancel your subscription to a Paid Service in the manner as required by the payment method that you have adopted. If you are taking part in any trial period offer that enables you to use a Paid Service without charge, and that trial period converts into a Paid Service upon the expiration of the trial period, you must cancel the Paid Service prior to the end of the trial period in order to avoid incurring the charges for the Paid Service.
If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a existing Paid Service subscription for such individual or entity, you must notify us in the manner as set forth in these Terms (under the section “How Can I Send A Notice to Brainiac Labs?”), identify the account in question and request cancellation of the Paid Service. We will cancel the Paid Service subscription if you demonstrate, to our satisfaction, your legal authority to act and to be legally responsible for such individual or entity, and your ability to validate the details of the payment method for the Paid Service.
We may cancel any Paid Service subscription you have purchased if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to these Terms or any agreement with a third-party reseller or payment processor. A failure to pay occurs in any situation where Brainiac Labs has not received timely payment, or the reseller or payment processor you have contracted with notifies us of your failure to pay. We may, in our discretion, elect not to cancel a Paid Service subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Paid Service, we may elect to suspend your rights to use such Paid Service or we may change the type of privileges you have to a non-paid version of the Services (e.g., changing from NoteIt Premium Account to a free account). We will endeavor to provide you notice promptly after any failure to make payment to us in full and on time.
1. You acknowledge and agree that you may encounter force majeure and other risk factors that may cause interruption of the Services in your use of the Services. Force majeure refers to objective circumstances that are unforeseeable, insurmountable and unavoidable and that significantly affect you and/or Brainiac Labs, including, without limitation, the natural disasters (e.g., floods, earthquakes, plague epidemics and storms), social events (e.g., war, unrest, governmental actions) and legislative changes (e.g., changes in laws and policies, governmental orders, etc). In the event of the above, Brainiac Labs will endeavor to cooperate with the relevant entities in the first instance and make timely repairs, but Brainiac Labs is exempt from liability for any damage caused to you thereby to the extent permitted by law.
2. To the extent permitted by law, we are not responsible for interruptions or disruptions of Services caused by:
(1) Circumstances specific to the network service, including, without limitation, the failure of the underlying network operator or network equipment technology provider, computer or Internet-related technical defects, Internet coverage limitations, damage caused by computer viruses, Trojan horses, other malicious programs and hacker attacks;
(2) Failure or interruption of a user's or Brainiac Labs' computer software, systems, hardware, communication lines, utilities and services;
(3) Improper operations by users;
(4) User's use of the Services which are not authorized by Brainiac Labs;
(5) Other circumstances beyond Brainiac Labs' control or not reasonably foreseeable by Brainiac Labs.
3. You acknowledge and agree that you may encounter risks arising from network information or other user actions in the use of the Services, and that Brainiac Labs is not responsible for the truthfulness, suitability, or legality of any information, or for any damage caused to you by any infringement. This include, but are not limited to:
(1) Information containing threatening, defamatory, offensive or illegal contents from others, either anonymously or as an impostor;
(2) Any actual or possible psychological or physical harm and financial loss caused by misinformation and deception of others in the use of the Services;
(3) Other risks caused by network information or users' behavior.
4. You acknowledge and agree that the Services are not designed for certain specific purposes, including, without limitation, the nuclear facilities, military use, medical facilities, transportation communications, and other critical areas. Brainiac Labs shall not be liable for any injury or death, property damage, or environmental damage resulting from the failure of the Services for the above purposes.
5. Brainiac Labs has the right to deal with illegal and unlawful contents based on these Terms, but such rights do not constitute an obligation or commitment of Brainiac Labs. Brainiac Labs cannot guarantee that illegal acts will be detected or dealt with accordingly in a timely manner.
The Services are not directed to the Minors. Minors should only use the Services with the guidance, supervision and consent of their parents or other guardians. In addition, we rely on parents or other guardians to ensure that the Minors use the Services only if they understand their rights and responsibilities as set forth herein and the NoteIt Privacy Policy.
If you are a Minor, please obtain the guidance and consent of your parents or other guardian before using the Services, and please use the Services under the guidance and supervision of your parents or other guardians.
In accordance with applicable law, Brainiac Labs does not knowingly collect personal information from Minors without their parents' or other guardians' consent. If we are aware that we have inadvertently collected information in violation of applicable laws regarding the collection of information from Minors, we will promptly delete it. Please see the NoteIt Privacy Policy for more information.
This is another reason to ensure your Account Information is accurate, complete and up to date. We may notify you by email (the email address associated with your account) or by posting announcements on the software of which the Services are affected.
Unless these Terms or any Separate Agreement specifically designates a different method or address for sending notices to Brainiac Labs, any notices sent to Brainiac Labs should be sent to the email address ”legalnotice@brainiac.so”. This email address may be updated as part of any updates to these Terms.
1. Brainiac Labs reserves the right to modify these Terms as necessary. We will send you notice of change through page pop-ups, interactions, emails, announcements, or other reasonable means.
2. You have the right to choose to accept the updated Terms or to stop using the Services after these Terms are changed. If you continue to use the Services, you will be deemed to have accepted the updated Terms.
1. Brainiac Labs may make changes to the Services, and may discontinue, suspend or terminate the Services.
2. You acknowledge and agree that we have the right to determine our business strategy. In the event of a merger, demerger, acquisition, or transfer of assets, Brainiac Labs may transfer the assets under the Services to a third party; Brainiac Labs may also, upon unilateral notice to you, transfer some or all of the Services under these Terms to a third party for operation or performance, subject to the notice sent by Brainiac Labs at that time.
3. Brainiac Labs reserves the right to suspend or terminate all or part of the Services to you without notice in the event of any of the following:
(1) You are required by law to submit true personal information, but the personal information you provide is not true, or is inconsistent with the information at the time of registration and you fail to provide reasonable proof;
(2) You violate the relevant laws and regulations or these Terms;
(3) In accordance with the applicable laws and regulations or the requirements of the competent authorities;
(4) For security reasons or under other necessary circumstances.
4. If you are a user of the Paid Service but fail to pay relevant fees, Brainiac Labs has the right to suspend or terminate the Paid Service pursuant to these Terms.
5. Brainiac Labs may, with or without notice, restrict your account from using the Services, suspend your access to your account, or close your account in accordance with these Terms. Reasons for suspension or termination of your account by Brainiac Labs may include without limitation the following: (i) breach or violation of these Terms or any Separate Agreements or any applicable laws or regulations (as reasonably determined by us); (ii) continued prolonged account inactivity (as determined by us in our sole discretion); (iii) non-payment of any fees or other amounts due to Brainiac Labs or to any other party in connection with the Services; or (iv) the Services (or any part thereof) is subject to termination or material modification; (v) unexpected technical or security problems or substantial unsupported operations; or (vi) our compliance with orders or requirements of governmental authorities.
In most cases, if we choose to close your account, we will notify you via the email address you provide at least thirty (30) days in advance so that you can retrieve any Contents stored on the Services' servers (unless we determine that we are prohibited by law from sending such notice or you are prohibited by law from doing so). After the expiration of the notice period, you will not be able to retrieve the Contents in your account or otherwise use the Services.
In accordance with our policy, we will respond to clear and complete notices of intellectual property infringement that comply with applicable laws and regulations. If you believe that your work has been used or published on the Services in a manner that constitutes copyright infringement or other violation of your intellectual property rights, please send us a formal written notice in accordance with the procedures set forth in these Terms and include the following information in the notice:
(1) Your name (title), contact information and address;
(2) The name and network address of the work for which removal or disconnection is requested;
(3) Prima facie evidence of infringement;
(4) Your signature on the notice; if the notice is submitted by a company or organization, the company or organization's authorized representative's signature is required.
You shall be responsible for the truthfulness and legality of the notice.
Please note that we reserve the right to copy any legal notices we receive and send them to third parties for publication or comment purposes, and we may post your notice in the original location where the relevant content is removed or in another area of the NoteIt App. We will respond to and/or act on all complete and qualified notices within ten (10) business days of receipt of your notice. We reserve the right to communicate with you by email or otherwise.
Users who uploaded or transmitted the relevant contents that you believe infringe your intellectual property rights, upon receipt of the foregoing notice of intellectual property infringement, are entitled to a reverse notice in accordance with applicable laws and regulations. Upon receipt of a valid reverse notice, we may reinstate the material to which such reverse notice relates.
To give us a reverse notice, you must provide a written notice as described below. Please note that you will be liable for damages (including court costs and attorneys' fees) if you falsely state that any content or activity does not infringe the intellectual property rights of others. Therefore, if you are unsure whether certain contents infringe the intellectual property rights of others, we recommend that you first communicate with professional legal counsel.
In order for us to process your reverse notice as soon as possible, please provide us with a formal written notice containing the following information:
(1) Your name (title), contact information and address;
(2) The name and network address of the work to be recovered;
(3) Prima facie evidence of not constituting infringement; and
(4) You signature on the reverse notice; if the notice is submitted by a company or organization, the company or organization's authorized representative's signature is required.
You shall be responsible for the truthfulness and legality of the reverse notice.
These Terms and the relationship between you and Brainiac Labs will be governed by the laws of California, the United States.
If any provision of these Terms is held invalid by a court with jurisdiction, you and Brainiac Labs agree to reach an agreement on a valid provision that gives effect to the intent of both parties as reflected in the original provision, and the other provisions of these Terms shall remain in full force and effect.
We would like to know if you have any comments, and if you have any questions about the Services or operation of the Services, we encourage you to contact our customer support team. We want to make sure you can enjoy a superior user experience.
If you determine that we have not resolved your concern and you must take legal action, you agree that your claim should be resolved through the process set forth in these Terms. You agree that, prior to initiating any formal proceedings against Brainiac Labs, you will send a notice to us at ”legalnotice@brainiac.so” and state that you are sending a “Notice of Dispute”. Upon receipt of the Notice of Dispute, you and Brainiac Labs shall attempt to resolve the dispute through amicable negotiations within sixty (60) days from the date the Notice of Dispute is sent. In the event that the dispute is unable to be settled through amicable negotiations, either you or Brainiac Labs may refer the dispute to the arbitration at American Arbitration Association (“AAA”) in accordance with the rules and procedures of AAA then in force. The costs of arbitration and attorney's fees shall be borne by the losing party.
Please note that any claim or cause of action arising out of or in connection with the use of the Services or otherwise under these Terms is subject to the statute of limitations provided by applicable law.
A few final points:
First, these Terms constitute the entire agreement between you and Brainiac Labs and govern your use of the Services, unless and to the extent you have entered into a Separate Agreement. These Terms supersede any prior agreements between you and Brainiac Labs for use of the Services or earlier versions of these Terms as of the effective date indicated at the top of these Terms. If you utilize or obtain any products or services from a third party in your access to or use of the Services, you may also be subject to the terms and conditions applicable to the products and services of such third party, and these Terms will not affect your legal relationship with that third party.
Second, all other rights not expressly granted herein remain reserved by Brainiac Labs, and you must obtain separate written consent from Brainiac Labs to exercise such rights. Failure of Brainiac Labs to exercise any such rights does not constitute a waiver thereof.
Finally, the section headings in these Terms are for convenience only and shall have no legal or contractual effect.