As a condition of using this application, you are agreeing to terms between you, and Tessellation Software LLC, a New York based LLC in the United States, hereinafter "Company" granting you the non-exclusive rights to use this application for the free promotional period and for the period of time thereafter that you continue to pay the monthly subscription price for the tier you opt for and provided you agree to accept and abide by all the conditions, terms and restrictions contained herein.
These terms include your acceptance of our Privacy Policy which you represent that you have read and agree to. Our Privacy Policy also informs you of your rights and you always have the ability to:
-Deactivate this App (i.e., Suspend/Cancel your subscription to this app); or,
-Delete all your data in this App (but not your account); or,
-Excercise your "Right To Be Forgotten" (Delete all your info from our server -- Company can not contact you).
If you take any of these actions and you are paying for a monthly subscription, you agree that, to the extent permitted by law, you will not be entitled to a pro-rata refund for the unused portion of your monthly subscription (and that, if you exercise your "Right To Be Forgotten", this may not be possible as Company would no longer have your information).

Company develops, operates and supports the functioning of this app and its associated services and has been granted the right to distribute this application and to grant use of this app and its associated services as well as to collect fees from those using said app and asscociated services by this app's beneficial owner, Tessellation Software Holdings LLC (hereinafter "Benefactor"). Benefactor is a U.S.-based, Delaware LLC, which may convert to a C-Corp at any time. You agree that you are entering into agreement directly between you and Company, where Company will provide this app and its associated services in return for your agrement to all terms herein and, after the free period, the required payments for the use of this app and its associated services.

You further agree that you have no claim on any of Benefactor's intellectual property (IP), funds or other resources and that this Terms of Use Agreement is between you and Company -- not you and Benefactor. In any situation where a court rules that this Terms of Use Agreement does establish any grounds for you to pursue any action against Benefactor, you, Company and Benefactor agree that you are accepting all of the same terms and conditions established with Company in this Terms of Use Agreement with Benefactor as well.

You agree to abide by these terms and to your continued responsibility under these terms as it relates to your commitments to Company and its officers, employees and beneficial owners including (but not limited to) terms related to limits of liability even after you discontinue use of our App.

By using this App, you represent that you have read and agree with all terms. If not, please delete this app.

You represent that you are at least 18 years old. If we are notified that this is not the case, we may discontinue access and service. In any case, you agree that Company may discontinue or suspend service to any user at any time at its discretion -- particularly if it comes to believe the app is being used in a manner that goes against its corporate values or the values of its beneficial owner or if the app is being used in a manner that is harmful to Company's interests. If Company discontinues your service, you will still have the opportunity to extract all of your data from the app so that you don't lose any of your information.

1-Right of use: During the trial period and each month thereafter for which you are paying the subscription price for a particular tier of service, you will have the right to use the app and to sync your data between the app executing on up to 4 of your devices and our server up to your storage limit and within your download and upload capacity limits.

(Your download capacity limit applies to all downloads that occur to your devices and to devices of others due to your sharing of your Notes and other attachments within the app. Your external sharing of Notes and attached Media [e.g., through email] does not count against your upload and download limits -- i.e., if you extract data and send it, it will not count against your limits. We believe that for greater than 99% of our customers, these upload and download limits will never be hit. These limits are there to prevent the infrastructure costs of operating our environment from exceeding the subscription fees we receive from a customer in each month, which might occur if the app were used in an unanticipated manner -- e.g., sharing a newsletter with pictures and content changing every day with hundreds of users and using our app to provide this infrastructure.)

We believe that even the lowest tier plan should be enough for a virtually unlimited number of Notes without attachments. (In fact, we believe that this lowest tier provides enough for almost all of our clients to store every Note they create in their lifetime.) If you store Media attachments, e.g.: pictures, audio clips, and, especially, video, you may need to move to higher tiers depending on how much you store.*
*Some types of Media attachments may not be available in the earliest releases of this app.

Using our App does not depend on server access (except for syncing and getting information to your other devices and the devices of those you share your data with) and you understand and agree that we do not provide refunds for the time during a month that our server is not accessible.

2-Right to terminate: You have the right to terminate your subscription (i.e., deactivate this app) at any time. If you do, you will no longer be able to sync with our server immediately after your free trial period ends, or, if you are paying for a subscription, immediately after your subscription expires. Your app will cease to function one month after the app ceases to be able to sync with the server. Before or during that month between the time your subscription expired and the time your app ceases to function, you may:
-Use the app's sharing (extract -- not intra-app sharing) to send yourself any Notes you wish to keep as .rtf or .txt files. These .rtf or .txt files are capable of being used by standard apps such as Windows WordPad or Apple's TextEdit and many other apps. Any Media items (e.g., pictures) taken from within this app may also be externally extracted so that you don't lose any of your information -- even after losing the ability to use our App.
-Choose to reinstate your subscription provided you have not exercised your "Right To Be Forgotten" or deleted all your datain this app (see Privacy Policy) and provided it has not been more than 1 year since your subscription expired (and provided we have not deleted your information from our server, which is our prerogative if you are no longer subscribing to our service). There may be an additional cost for reinstatement.

3-Secure Sharing within our App: You will be able to share your Notes and their attachments with any other users of the App (provided you have not exceeded your monthly data transfer limits [which is unlikely, unless you have shared Notes with large attachments with many others]). If shared within the App, you can enable or prevent other users from extracting the Note or Media you have shared. You may also share your Note with Read-Write or Read-Only permission.

4-Sharing outside the app (Extracting): You may always send an extract of any Note and its attachments outside of the App to yourself or others via eMail, iMsg, Air Drop or any other way Apple (or, if using the PC version of our app [not yet available], Microsoft) provides. For this, there are no limits. If the free period expires, you will no longer be able to extract your information from our app. If you are paying for a subscription, the app will remain active for you to use and for you to extract your data (but not to sync your data with our server) for a period of at least 30 days after you stop paying for your subscription. During that time, you may use the app to extract your Notes and Media so that you don't lose access to your data that may exist only inside our app.

5-You are responsible for your content: You are responsible for all content in your account and for not abusing this service by harrassing others. We reserve the right to terminate your use of our Service at any time for any reason -- without, necessarily, providing that reason. (We are likely to do so if we believe that you might be using this account to harrass others or to create or maintain illicit content or to commit crimes [noting that we have no access to the Body of your Notes or the contents of your attachments]). In this case, we will notify you and you will still be able to extract your information from our app using in-app functionality for at least 30 days after you receive this notification. We are unaware of your content. You agree that you are solely responsible if you violate others' intellectual property or other rights.

6-Your rights to your data: Your data and the contents you create within our app remain your property and Company makes no claims to your Notes, Media and attachments to these Notes. Our App and all processes within the App and executing on our servers are Company's and/or Benefactor's intellectual property and you agree that Company and Benefactor retain all intellectual property rights to our executables and underlying code, processes and know-how. You are only being granted the non-exclusive right to use this App and its associated Services while you remain our customer.

7-Agreement to receive SMS (phone messages): For your security, this app requires that you allow us to send messages to you.
We will send you only OTPs (one-time-passwords) and we will only send you these for the following purposes:

When you onboard with us (to prove you own your phone number)

When you add a new device (to prove that: it is you; that you own this device; and, that we should send your encrypted information to this device)

When you change your password or pin (as your password and pin protects the individual passwords of each of your Notes)

When you change your email address (to ensure it is you who are changing your address)

If you exercise your Right To Be Forgotten (so that we can ensure it is you who is executing this)

If you remove (delete) one of your devices

If you renew or change your public-private key pair which protects your data (by enabling 2-way SSL connection and when others send the password for information they are sharing with you)

Message and data rates may apply and you agree to continue to allow messages for these purposes when onboarding and while still using this app.
(Carriers are not liable for delayed or undelivered messages.)
If you stop using this app you will not receive messages. If you wish, you may exercise your Right To Be Forgotten to have your number erased from our records.

In plain language: While we believe we have created the best Notes App with virtually impenetrable security and with replication of your data across data centers to prevent loss, there are no express or implied guarantees or warranties made in this regard -- including, but not limited to: the safety, privacy and integrity of your data. Our Company reputation rests on the extreme nature of our security and our ability to protect the integrity, privacy and security of your data and we take that responsibility seriously. Nonetheless, you understand and agree that no warranties or guarantees are being made in these regards, and that you agree to assume all risk in using our App and its asscociated services and that this app and its associated services are being offered "as-is".

You agree that Company and its officers, employees and beneficial owners are not liable for any damages, consequential or otherwise, to the extent it is permissible by law for Company to limit its liability. This includes, but is not limited to, the loss or corruption of your data and the breach of security of your data even if our App is found to have failed its stated function, and even if Company knew of a potential flaw prior to the occurrence of the damage. You agree that Company and its beneficial owners, officers, employees, and all others acting on Company's behalf are not liable for any damages caused because of the use of our app or its function or malfunction.

You agree to hold Company and its officers, employees and beneficial owners harmless for any losses or damages assessed due to your use of our app and its associated services as a condition of using the app and its associated services. This includes but is not limited to breach of security of information you store in our app and that is held in our app or on our servers on your behalf.

You also agree to indemnify Company and its officers, employees and beneficial owners for any losses or damages assessed or granted by a court or authority due to your use of our app and its associated services as a condition of using the app and its associated services. This includes but is not limited to breach of security of information you store in our app and that is held in our app or on our servers on your behalf.

To the extent allowed by law, you agree that you are responsible for all judgements and our fees in addressing any actions taken against Company and its beneficial owners, empoyees, and those acting on Company's behalf due to your use of our app and its associated services. In the event that such actions are taken, you agree to reimburse our costs and attorneys fees and other costs in addressing and defending these actions and you agree that we may choose our own attorneys in that case.

You agree that, in any case, the maximum claim you may make for any loss or corruption of data, for any failure of the app to fulfill its functionality, for any breach of security, and, in fact for anything related to Company's service or to this app or your use of it -- including for actual and/or consequential damages that may have been caused -- is one month refund of your subscription price. You further agree that any claim must be brought within one year of the occurrence that caused the claim or otherwise agree to waive any right of bringing this claim in any manner to the maximum extent allowed by law.

If you are a California resident, you agree to waive California Civil Code Section 1542, which has the following clause: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." And, you also agree to waive any similar statute or right that exists in your jurisdiction, whether in California or elsewhere.

Company may discontinue operation at any time. If Company permanently discontinues service, it will not charge for any period of time after this is the case and will make efforts to refund funds for services paid for that have not been provided. If Company discontinues service (or discontinues your service for violation or suspected violation of usage terms), or if you decide to discontinue service, you will have at least 30 days opportunity to extract your information using App functionality so that you still possess and can use your data outside of our app to the greatest extent Company is able to provide it.

While we use encryption algorithms that we believe to be extremely powerful (one of these proprietary), and, while we believe it to be beyond the capability of even governments to crack (even by brute-force guessing because we make each guess extremely compute intensive and, therefore, we believe that this renders brute-force guessing not viable), Company offers no express or implied guarantees or warranties in any of these regards.

Every Note and Media attachment has its own unique, randomly-generated, ~500-byte password and the passwords to all your Notes and Media are protected -- via double encryption always when your Note is not shared, or, when your Note or Media is shared, by single encryption (initially) and double encryption (later) . However, all these passwords are protected only by your single App password and PIN (which you choose) and by your private key (generated when you onboard or renew your public-private key).

You may additionally protect an extremely sensitive Note and its attachments with an additional padlock password, which is not stored anywhere in our app or our server infrastructure. Here too, no guarantees or warranties are offered.

As with almost all retail and commercial software platforms, to the greatest extent allowed by law, you agree to bear the risks of use of our software including, but not limited to, any loss of your information due to malfunction of our app or server-side code and any loss of privacy should your information become public (e.g., if our algorithms are less impenetrable than we believe these to be).

From a data loss perspective, we keep all your information in triplicate (across three data centers), but there is always a, hopefully, miniscule possibility of systemic data loss on our servers. Though we rigorously test everything, you acknowledge that data/privacy loss could also occur due to a software issue on app or server side. Again, Company does not provide guarantees or warranties against data or privacy loss. You agree that you are using this app at your own risk and that your sole remedy is a refund of the most recent month's subscription payment that was paid by you.

You agree that the protection of your App Password, PIN and Private key is your responsibility.

If any element of these terms is found to be invalid in any jurisdiction, then all other aspects of these terms shall remain in full force and effect to the greatest extent allowed by law.

You agree that any disputes between you and Company or Benefactor and any of their employees, officers and beneficial owners will be resolved in accordance with the laws of the State of New York, U.S.A. and that these laws shall apply to the interpretation this Terms of Use Agreement (with the U.S. Federal Arbitration Act governing the interpretation and enforcement of the ARBITRATION clause below).

To the extent allowed by law, in any situation where the ARBITRATION Clause below is deemed by law or by this Terms of Use Agreement or by the ARBITRATION Clause not to apply, you agree that any action brought against Company or any of its employees, officers, agents or beneficial owners will be brought to the appropriate court in New York, NY in the United States. Also, to the extent allowed by law, you agree to forego your right to bring or be part of any class action or multi-party action and to bring any claim individually in such a case as a condition for using this app and its associated services.

You and Company agree that any controversy or claim except for those related to intellectual property rights will be brought forward and resloved under the arbitration rules of the American Arbitration Association (hereinafter "AAA") and that any arbitration that occurs will be govenred by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the AAA with this Terms of Use Agreement considered agreed by you and by Company as the basis for resolving the issues and claims during any arbitration proceeding as interpreted as governed by the laws of the State of New York, U.S.A..

You and Company agree that this agreement is governed and interpreted in accordance with the laws of the State of New York, U.S.A. and that you and Company acknowledge that this agreement is a transaction involving interstate commerce and that the United States Arbitration Act shall govern the interpretation, enforcement and proceedings of this ARBITRATION Clause of this Terms of Use Agreement and that this entire ARBITRATION clause and Terms of Use Agreement (other than your "Right to use") will also survive the deletion of your account and your terminating the use of the App. To the extent that it is ruled that Arbitration does not apply, you then agree that all actions be brought under the laws and venues as directed in the "JURISDICTION and LAWS UNDER WHICH THIS CONTRACT SHALL BE INTERPRETED" clause above.

You and Company agree that Company and you are waiving any right to a trial by jury and the right to be a part of any class action or multi-party action and that any action you take against Company and its employees, officers and beneficial owners related to your use of the App, the services associated with the App, and the App's and its associated services' use, function or failure to function as well as any actual or consequential damages you may incur from using or because of the App and its associated services must be brought in an individual capacity and not as part of a group or class and must be brought in an arbitration proceding as set forth in this ARBITRATION Clause.

You and Company agree that if arbitration is brought in other than an individual capacity, no arbitrator award or judgement shall be honored, enforceable or recordable. You and Company further agree that if this paragraph of this ARBITRATION Clause is deemed unenforceable by laws in effect, this whole ARBITRATION Clause shall be deemed to be null and void and be removed from these overall terms.

You and Company further agree that such actions brought will be resolved in arbitration in accordance with the Terms of Use Agreement and this ARBITRATION Clause and that this arbitration will be binding and final and that "Award" (where "Award" is as defined by the AAA) resulting from said arbitration may be entered and enforced by any Court having jurisdiction thereof. You and Company further agree that Court intervention and review is limited by applicable New York State and federal arbitration laws and that award enforcement is facilitated by those same laws.

You and Company agree that any arbitration will take place in: New York, NY and that the language in all hearings shall be English. You and Company agree that any arbitrator(s) will be selected using the AAA's listing process and will be citizens of the United States.

You and Company agree that in no event will arbitrator(s) have the authority to award punitive or other damages beyond the remedies prescribed in this Terms of Use Agreement and that, specifically, any award in an arbitration initiated under this agreement shall be limited to monetary damages. You expressly waive any claim in excess of the amount recoverable as set forth in this Terms and Use Agreement and that any recovery that meets the amount as limited by this Terms and Use Agreement shall satisfy all claims by You against Company.

You and Company agree that any controversy or claim raised for arbitration filed with the AAA must be filed within one year of the time you or Company becomes aware (or should have been aware) of the event or issue that caused the claim or demand or else the party who would file for said arbitration gives up the right to claim or remedy in its entirety to the extent permissible by law.

You agree that any claims related pertaining to intellectual property and the ownership of intellectual property or rights are not subject to this ARBITRATION Clause and instead will be handled by the appropriate court within the "JURISDICTION and LAWS UNDER WHICH THIS CONTRACT SHALL BE INTERPRETED" clause as set forth prior to this ARBITRATION Clause.

In the event you file for arbitration with the AAA, your fees will be as per the AAA's Consumer Rules with Company paying the rest. If arbitration costs are considered excessive by applicable laws, Company will cover the difference. If, however, the arbitrator decides that your claims are frivolous, you agree to reimburse Company for arbitration fees that Company has paid that you would normally be required to pay under the arbitration rules. To the extent allowed by law, in no event will Company be responsible for your attorney fees or other costs.

Company may change these Terms at its discretion and for any reason (but will strive not to do this often). Sometimes, changes to laws will require us to alter these terms to continue to protect ourselves or to comply with new laws. In any case, should we change the terms of Service, we will:

-Notify you via email that the Terms are changing. (Usually, if Terms change, the new Terms will go into effect as of the first of the upcoming month).

-This email will contain the new Terms.

-If you don't want to comply with the new Terms, you may cancel your subscription via our website.

-When the next version of our App is released, of course, it will have these updated Terms. (This means that the Terms in your version of the App may no longer have the most up-to-date Terms if the Terms change.)