Terms of Service

This is a legally binding agreement (“ToS”) governing Your (“You”, “Your”) access and use of Our sites, mobile apps, products and services, (collectively the “Service”) and all data, files, content or material uploaded, downloaded, produced, viewed or otherwise accessed through Our Service (collectively the “Content”). Ideanote is available hosted on Ideanote’s infrastructure (the “Cloud”) or on-premises (“Self-Hosting”)

The Service is provided by Ideanote ApS, with offices at Søengen 1, DK-2840, Holte, Denmark, registered at the Danish business authority with VAT ID 36896183 - in short referred to as “Ideanote”, “Us”, or “We”. Together You and Ideanote make out the “Parties” of these ToS (individually the “Party”). By visiting one of Our websites or otherwise making use of parts of Our Service, You are considered a “User” of Our Services.

By using Ideanote, You agree to these ToS. If You do not agree or comply with these ToS, You must not accept them and must not start or continue to use Ideanote.

1. Definitions

"Account Information": Data relating to an Ideanote Account and provided by the users or associated with account creation, administration, or service maintenance, including contact details, workspace metadata, and usage statistics.
"Confidential Information": Proprietary details shared between parties in an agreement, marked as confidential or reasonably assumed to be confidential, excluding information developed independently, received rightfully without confidentiality obligations, or made public without fault of the recipient.
“Customer”: A Customer refers to the individual or entity that registers a Workspace (or gains ownership later) and is responsible for its management and activities. Customers can be either 'Personal Customers' using the Service for individual use or 'Business Customers' where the Workspace is used for entity-related purposes.
"Customer Data": All information stored on behalf of or directed by the Customer in the Services, excluding account-related data, and includes "User Content" when placed in a Customer's workspace.
“End-User”: An End-User is any user who does not possess ownership or high-level administrative privileges within a Workspace. They typically engage in the Workspace as contributors or team members, providing content and collaboration without the ability to make overarching administrative decisions.
“Intellectual Property Rights”: The collective term for various legal entitlements which attach to certain types of information, inventions, and other intangibles, and their physical embodiments. These rights typically include patents, trademarks, copyrights, trade secrets, moral rights, and any other form of intellectual property protection available now or in the future, along with any renewals, extensions, and enhancements of such protections.
“Laws”: A comprehensive term encompassing all relevant local, state, federal, and international legal statutes, regulations, and treaties that govern data privacy, data transfers, international communications, and the export of technology or personal information.
“Order Form” means a written or electronic document (such as an online payment form available on the Service or an offer sent to You by an Ideanote employee) that specifies the details of the Customer's service subscription or purchase. It includes the type and scope of services ordered, the contracted usage quantity (e.g., number of users) and any other relevant conditions or additional provisions mutually agreed upon by the Parties. This form becomes a legally binding document and part of the commercial relationship upon acceptance by the Customer or execution by both parties.
“Primary Owner”: This is the user who holds superior administrative control over a Workspace. The Primary Owner acts as the principal authority for managing Workspace settings, permissions, and overall usage policies, and is often the original creator or designated manager of the Workspace.
"Sensitive Personal Information": Data that includes (i) payment card information compliant with PCI DSS, (ii) protected health information governed by HIPAA not covered by a valid Business Associate Agreement with Ideanote, or (iii) EU citizens' personal data classified as "special category" under GDPR or its successors.
“Sub-processor”: A Sub-processor is a third-party service provider engaged by Ideanote that processes personal data or other content on behalf of the Customer when providing the Services. Sub-processors are utilized to assist in various aspects of the Service, which may include data storage, communication infrastructure, analytics, and customer support tools.
"Taxes": All applicable domestic or international sales, use, GST, VAT, withholding, or similar taxes, excluding Ideanote's income taxes.
“User”: A User is an individual who either creates a Workspace, is invited to join a Workspace owned by a Customer, or joins a Workspace through other means such as a shareable link. Users have accounts enabling them to participate within a Workspace.
"Usage Data": Statistics and insights on service use and performance, including User interactions with service features, and derived analytics.
“Workspace”: A Workspace within the Service is a digital space which serves as an exclusive area for collaboration and idea management. Each Workspace is access-restricted to authorized users only, where they are able to engage in generating, sharing, and developing ideas. It can be personalized and managed by its Primary Owner.

2. Access to the Service

2.1. Customers and Workspace Ownership

You might be able to create a Workspace on Ideanote. Every Workspace has one user with the rank of “Primary Owner” that has more control and responsibilities. By registering a Workspace, You become the Primary Owner and thereby the responsible “Customer”.

If You register a personal Workspace, You are the Customer and are personally responsible for its activity (“Personal Customer”). If a Workspace is registered for an entity, the Workspace Owner represents the entity, which is the Customer (“Business Customer”).

If You are creating a Workspace on behalf of an entity as a Business Customer, You represent and warrant that You have the authority to bind them to this Agreement. If You use an email tied to an employer or another represented entity, You warrant that Your email address may be disclosed to the entity and that entity may assume control of the Workspace. This can lead to a new Workspace Owner being designated by the entity which in turn may access or alter Account Information, limit or end Your access.

Provided the Customer has paid all applicable Subscription fees and abides by Ideanote's Terms of Service, Ideanote grants the Customer a global, non-exclusive, non-transferable, and non-sublicensable right to use the Services. The Customer may permit its Users to use the Services for these objectives and is responsible for ensuring these Users comply with this Agreement.

As a Customer, it is Your responsibility to keep the contact and payment information for the Workspace current. If We have reasonable grounds to suspect that information You provided for an Account or a Workspace is untrue, incomplete, not up to date or otherwise misrepresenting or deceiving, We reserve the right to suspend or permanently terminate Your Account, Your use of the Service or parts of the Service.

We reserve the right to terminate Workspaces and permanently delete Content on any Workspace that We consider to be inactive. We consider a Workspace to be inactive if (i) The Workspace is not visited by any logged in Account of that Workspace in the thirty (30) days after the first forty-eight (48) hours of it being registered (ii) if the Workspace is not visited the logged in Workspace Owner of that Workspace for a period of twelve (12) months.

2.2. User Account

If You create a Workspace or You are being invited to a Workspace controlled by a Customer or You choose to join a Workspace through other means like a shareable link You will have a User Account (“User”, “Account”).

An “End-User” is any User that is not the Workspace Owner.

Your Account name must not impersonate others, infringe on trademarks, or be offensive, vulgar, or obscene. Use only legally permissible and appropriate names.

When You create and use an Account, You commit to providing accurate and up-to-date information. You must be at least 13 years old to use Our Service. By using the Service, You represent and warrant that you are over the age of 13. You are solely responsible for any activity on Your Account, so keep Your login details secure. If You suspect unauthorized access, contact Us immediately.

2.3. Third-Party Services

We may use third-parties to deliver parts of Ideanote. These third-parties may have their own terms and policies. We choose reliable providers with good practices, and ensure they adhere to data protection standards.

You might connect Your Ideanote Content or Account with third-parties, for example via integrations. If You do, You’re responsible for how they use Your Content.

We may provide links to third-party websites and content, but We’re not responsible for their content.

3. Content

3.1. Content Ownership

You can upload, store, share or send content through Our Service, like commenting, creating an idea, or attaching files at Ideanote’s discretion.

Content You provide remains Your or the original creator’s intellectual property, with Ideanote claiming no ownership. We only hold limited rights to Your content that are necessary for Us to operate and enhance Our Service, as detailed below. We do not generally monitor content in Workspaces and bear no responsibility for such content.

Customers might put in place additional Terms that You agree to separately defining for example the ownership of Content You submit, which may result in them retaining all rights to any such Content.

3.2. Content Responsibility

By submitting content to our Service, You affirm that You have the legal right and authority to post such content and that such content does not infringe upon any third party's intellectual property rights, privacy rights, or other legal rights under applicable law. You are solely responsible for ensuring that Your content complies with all relevant laws and regulations and does not contain any material that is defamatory, libelous, or otherwise illegal. You agree to indemnify and hold Ideanote harmless from and against any claims, liabilities, damages, costs, and expenses, including reasonable attorney's fees, arising from or related to any content You submit, post, or display on or through the Service, or from Your violation of these ToS or applicable laws.

3.3. Content Access

As an End-User You acknowledge that Your access and any Content You submit will ultimately be under the control of the Customer. Be aware that by submitting Content, others may be able to access it. Users in a Workspace may also share, edit, or take other actions on Your Content.

Protecting Your content is important to us. Ideanote staff does not access individual Accounts or Workspaces unless specifically requested by a Customer or User as part of a support request, to fulfill Our legal obligations or to satisfy any law, regulation or valid authorized government request.

In addition We reserve the discretionary right to restrict or disable access to any content that We deem to be objectionable or in violation of Our Terms, at any time and without prior notice.

3.4. AI Enhanced Content

You are solely responsible for any data ("Input") You provide to AI functionality within Ideanote and Your use, interpretation or dissemination of the resulting output ("Output"). Output may be biased or factually inaccurate and can not be depended on as a reliable source of information. Ideanote is not responsible for the reliability or accuracy of the Output, and it should not be used as a source for advice or decision-making.

Ideanote does not reserve copyright over the Output generated through its AI features. While the Output is freely usable by You, Ideanote cannot guarantee that the Output is free from any third-party copyrights or that it is in itself copyrightable. Exercise due diligence and consider seeking legal advice when in doubt.

3.5. Rights for Operating the Service

Content You provide, including but not limited to text, images, videos, and documents, remains Your intellectual property or that of the original creator, and Ideanote does not claim any ownership over such content. However, by uploading, submitting, storing, or sharing content through Our Service, You grant Ideanote a limited license to use, modify, analyze, reproduce, distribute, and display the content solely for the purposes of operating, promoting, and improving Our Service. This license is non-exclusive, fully-paid, and royalty-free, and includes the right for Ideanote to sublicense these rights to third-party service providers for the technical functionality of our Service

While these rights may seem expansive at first glance, they are both standard and necessary for any digital provider that handles user-generated content. For example, they enable Us to compress an image uploaded to an idea and to show it to another User viewing that same idea on a different device in a different location. Ideanote retains these rights exclusively for the purpose of being able to perform the Service.

3.6. Improving the Service

Ideanote staff may use aggregated and anonymized Usage Data to optimize Our Service. We can also publish Our findings at this aggregated and anonymized level.

Any Feedback or analytical data resulting from using Our Service can be freely used and shared by Us to enhance Our technology, without You gaining any rights or ownership to them.

4. Payments and Subscriptions

4.1 Subscriptions

Ideanote offers subscription-based services ("Subscriptions") that Customer can purchase or use according to the pricing and payment terms presented to Customer, whether through an order form on the Ideanote service platform or via an Offer made by an Ideanote employee. Subscriptions are bound to a "Billing Period" which can be monthly or as otherwise specified during the purchase process (“Billing Cycle”). The "Start Date" marks the beginning of Customer Billing Periods, while the corresponding "End Date" is contingent on the chosen Billing Cycle.

Subscriptions are billed according to the terms presented to Customer during purchase.

Subscriptions can be canceled through billing settings or by contacting us. Canceling a Subscription exempts the subscriber from fees for subsequent Billing Periods.

It may be possible to purchase additional, premium features, higher usage limits or services that are separately purchased to complement a Subscription ("Add-on"), enhancing functionality or usage rights. They are billed together with and form part of Customer Subscriptions.

4.2. Automatic Renewal and Recurring Billing

When You purchase a Subscription, You authorize Ideanote to charge Your designated payment method on a recurring basis based on the Billing Cycle without requiring Your prior approval for each recurring charge, unless Customer cancels it beforehand or if stated otherwise on the Order Form

For monthly Subscriptions, customers can cancel right up until the end of the billing cycle. Yearly Subscriptions will automatically renew unless either party gives notice of non-renewal 90 days before the end of the billing cycle or if stated otherwise on the Order Form. After canceling a Subscription, Customer will not be charged for the next cycle but will not receive a refund for any previous charges.

If Customer changes their Subscription or billing method, We calculate the unused amount of the current Billing Period and subtract it from the next invoice (as “Proration”).

4.3. Variable Pricing Based on Usage

Changes affecting a Subscription during a Billing Period (e.g., upgrades, downgrades, additional or canceled Subscriptions, additional usage, fees) will be reflected in the next invoice. Note that the cost of the Subscription may fluctuate based on usage factors like the number of Users on the Workspace. Any changes to the Subscription (upgrades, downgrades, added or canceled Subscriptions, or fees) will be reflected in the next invoice.

Customers are responsible for managing the number of Users in their Workspace. Customer may see warnings when adding Users or even face restrictions to new additions.

Please note that features like Single Sign-On (SSO) or shareable links could allow users to join without an explicit invitation. Use of Ideanote must adhere to fair usage and Subscription limitations. Ideanote reserves the right to throttle or otherwise restrict the use of features when a User or Workspace is hitting usage limits.

4.4. Late Payment

Payments must be made in advance and are due upon Subscription. If payment remains outstanding for seven days past the invoice date, it is considered unpaid. If an invoice is unpaid, Customer is still responsible for the amount due. We reserve the right to apply a late fee of up to 2% per month on any outstanding balance.

4.5. No Refunds

All Subscriptions are prepaid and non-refundable. We don't offer refunds for partial use, remaining credits, or data unless legally required or specified in an offer.

4.6. Taxes

Customers are responsible for any applicable taxes or fees that may be associated with their Subscriptions. Prices listed are typically exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation VAT and withholding taxes. If applicable, taxes will be calculated and added to Customer invoices by Ideanote, and Customer is obliged to pay them as incurred.

4.7. Trials

Ideanote may offer limited-time access to paid Subscriptions (referred to as “Trials”). When using a Trial, Customer is granted access to the features of a given Subscription on a Workspace for a limited amount of time (the “Trial Period”), disclosed at the outset of the Trial.

If Customer has already registered payment information on the relevant Account or Workspace, the Trial will automatically turn into a paid Subscription at the end of the Trial period, if it is not canceled before.

4.8. Credit

Customer may receive virtual currency, credit or token (“Credit”) for certain actions, which will be used to reduce the Subscription invoices or increase the usage limits. Credits have no cash value and cannot be traded or exchanged with Us or third parties.

We reserve the right to allow for or stop ways to receive or use Credit and Tokens at Our discretion. Any given Workspace can only accumulate Credit up to fair-use limits. We reserve the right to remove any Credit after 3 months without use.

4.9. Feature Limits

From time to time we might give insight into when and which new features on Our Service are expected to be available. Buying decisions should not depend on this information, as we cannot guarantee them.

We reserve the right to adjust the prices, fees, functionality, and usage limits or other limitations for the Service and Subscriptions from time to time.

Adjusted prices for active Subscriptions shall take effect earliest upon the subsequent Billing Period of the Service following the date of the price change. In general large pricing changes will be communicated at least 2 months in advance if they will affect the Subscription.

4.10. Change of Workspace Owner

Customer recognizes and accepts that a change in the control of a Workspace from one person or entity to another, the new Workspace Owner and the Customer will take over responsibility of paying for active Subscriptions and outstanding invoices.

4.11. Support

Subject to payment of all Subscription Fees and compliance with these ToS, We will provide technical support to Customer based on Our Service Level Agreement and Support Policy, which are incorporated into these ToS.

4.12. Miscellaneous

We reserve the right to use the names and logos of Our Customers in promotional materials and references. If Customer wishes Us to stop using Customer name and logo, contact Our support, sales representatives or make sure it is noted in the Order Form.

We reserve the right to contact Customer to ask Customer to participate in writing a review and the writing of a Customer Case outlining the results of using the Service to be published and disseminated.

Customer acknowledges and agrees that Ideanote may share limited Workspace information with Our approved Solution Partners for the exclusive purpose of facilitating, tracking, and auditing any referrals that may result in a Subscription or purchase of Our Service. This information is restricted to the transactional details necessary for the operation of Our Partner Program and does not include Content or End-User Personal Data.

5. Privacy, Security and Confidentiality

Neither party can disclose any confidential information of the other party, or use it outside of obligations under these ToS, without explicit written permission. Any information disclosed without fault, already lawfully owned, publicly accessible, received from a third party with apparent disclosure rights, or ordered by a court or subpoena to be produced, is exempt from this rule. For example, a good indicator that material is considered confidential is if the word Confidential is featured prominently in the header or footer.

These ToS incorporate Our Data Processing Addendum (”DPA”) when Data Protection Law applies to Your use of the Services to process Customer Personal Data. Our DPA also outlines Our administrative, physical, and technical safeguards for protection, confidentiality and integrity of Customer Data.

In addition, Our Privacy Policy, CCPA Notice and Acceptable Use Policy are incorporated in these ToS.

6. Change or Suspension of Service

Ideanote may suspend or terminate access to its Service under certain conditions, including planned maintenance, unavoidable disruptions, non-compliance with terms, outstanding payments, or security risks. Additionally, Ideanote may discontinue the Service for any reason, with a 30-day advance notice. During this notice period, You'll be provided a copy of Your content if technically feasible.

7. Termination

This Agreement starts on the Effective Date and remains in effect as long as the Customer has an active Subscription unless it’s terminated as per the Agreement's terms. If the Agreement is terminated, all active Order Forms are also terminated. However, ending a single Order Form doesn’t affect the Agreement or other Order Forms.

When the Agreement ends, all licenses granted to the Customer by Ideanote are revoked. Termination by either party doesn’t prevent other legal actions or release either party from liabilities for breaches that occurred before termination. Termination according to the Agreement's terms doesn’t result in damage liability for either party.

After termination, Customer Data can be retrieved for 30 days. After this period, Ideanote may delete the data without further obligation. If termination is due to Ideanote’s unresolved serious breach, a pro-rated refund of Subscription Fees for services not provided will be issued. For all other termination reasons, any outstanding Subscription Fees up to the end of the Subscription Term must be paid within ten days of termination.

After termination, all rights granted to You under these Terms will end, but any outstanding payments will still be due.

8. Disclaimer of Warranty

We do Our best to build and operate a Service to high standards but We can not guarantee everything.

Therefore, to the fullest extent possible by law, Our Service is provided “as is” without any representations or warranties, express or implied. In other words, Ideanote is always in beta. Ideanote makes no representations or warranties in relation to Our Service, its fitness for a certain purpose or the information and materials provided through Our Service.

You agree that the Service may be updated, modified, changed, interrupted or discontinued at any time without notice or liability. We reserve the right to restrict or terminate Your access to the Service or parts of the Service at any time. We are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content or personalization settings submitted to Our Service.

9. Limitation of Liability

You understand and agree that Ideanote or any entity involved in creating, producing or distributing the Service will not under any circumstances be liable for any damages, including, without limitation, lost profits, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use or access of the Service and Content on it.

Ideanote is not liable for the defamatory, offensive or illegal conduct of other people or third parties and that the risk of injury from these causes of actions rests entirely with You.

Ideanote is not liable for any loss, damage, fees or misconduct resulting from unauthorized access of Your account caused by failure on Your side to safeguard the access to Your Account.

Neither Ideanote nor any of its affiliates, information providers or other third-party providers or partners are liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness of, the information contained within the Service or Content on the Service. No part of Our Service constitutes, or is meant to constitute, advice of any kind. If You require advice in relation to any legal or financial matter You should consult an appropriate professional.

Ideanote may fully cooperate with any valid and binding law enforcement requests or directing Ideanote to disclose confidential or private information or Content of any Account or Customer. You understand and agree that Ideanote or any entity involved in creating, producing or distributing the Service will not under any circumstances be liable for any damages, including, without limitation, lost profits, direct, indirect, incidental, special, consequential or punitive damages arising out of such requests.

Any breach of the Acceptable Use Policy with material consequences for Ideanote will make You liable for damages suffered by Ideanote and other people that it might cause harm to.

If Ideanote is found liable for any event or circumstance resulting from these ToS with You, Our liability cannot exceed the amount invoiced to You by Us during the course of the last twelve (12) months.

10. Indemnification

You agree to defend, indemnify and hold harmless Ideanote, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of Your use of Ideanote.

You are fully liable if Content You create is infringing upon third party rights, and You accordingly agree to indemnify Ideanote for all claims and losses related to such infringement. You acknowledge that the provisions of this section shall apply to all Content on the Service.

11. General

11.1. Copyright

Ideanote, its look and feel and its logos are owned by Ideanote ApS and We reserve all rights. All other trademarks appearing on Our Service are the property of their respective owners.

Ideanote retains all intellectual property rights to the Service. This includes but is not limited to: products, services, concepts, techniques, inventions, processes, software or writing part of the Services provided by Ideanote. Your use of the Service doesn’t give You any rights to Our technology or intellectual property.

11.2. Relationship and Assignment

Our relationship with You is not a partnership, employment, or agency relationship.

The Parties agree that they operate independently and neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other Party.

You cannot transfer this Agreement to another party without Ideanote's written permission, and any attempt without consent is invalid. However, both parties can transfer the Agreement to a related entity or during significant corporate changes, such as mergers, acquisitions, restructures, or sales of most assets tied to this Agreement. If You are the Customer, You must follow Ideanote's specific procedure to assign the ToS. These ToS legally benefits and obligates both parties and any approved successors or assignees. Ideanote has the right to terminate these Terms if such successor is a competitor of Ideanote.

11.3. Survival of Terms

You agree that the provisions of these ToS that (by their nature) should survive termination will indeed survive any termination of these ToS. Any termination by either of the parties or the expiry of the term of these ToS shall only have effect for the future, and shall have no retroactive effects.

11.4. Severability

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

11.5. No Waiver

If Ideanote does not explicitly exercise a particular right under these ToS, that does not waive them.

11.6. Export Restrictions

The Services are subject to U.S. and international export control and economic sanctions laws such as the SDN List. You agree to comply with these laws regarding the use of the Services. You confirm that neither You nor any controlling entities are on any restricted-party lists. You will not, nor allow others to Use the Services in countries under U.S. embargo or sanction lists, use the Services if You or any users are on restricted-party lists, store information in the Services that falls under U.S. arms control laws or similar regulations or use the Services for purposes prohibited by U.S. or other relevant import and export laws.

We're not liable if government actions restrict access to the Services, and You recognize access is not guaranteed in jurisdictions with such restrictions. We reserve the right to refuse or terminate contracts based on export control restrictions, embargoes, sanctions, or legal considerations.

11.7. Force Majeure

Neither party is liable for failure to perform due to “Force Majeure”, such as any unforeseeable circumstances that are beyond the reasonable control of Ideanote, including, but not limited to, an act of nature, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (not involving Ideanote employees), failure or delay of internet service providers or telecommunications, Non-Ideanote Applications, or the actions of third parties, including without limitation, denial of service attacks or significant third-party service provider failures.

During any Force Majeure Event, Ideanote shall be exempt from performing its obligations under this Agreement to the extent that Ideanote's ability to perform is prevented, restricted, or interfered with. Ideanote shall notify the Customer without undue delay, providing details of the Force Majeure Event and its potential impact on its performance. Ideanote will use reasonable efforts to resolve any issues arising from the Force Majeure Event and resume the performance of its obligations as swiftly as possible.

Notwithstanding the foregoing, if a Force Majeure Event extends for more than 30 days, either Party may terminate this Agreement without penalty, upon providing written notice to the other Party.

The performance of these ToS shall then be suspended for as long as any such event will prevent the affected party from performing its required obligations under these ToS.

11.8. Entire Agreement

These ToS, including documents included by reference, are the complete agreement between You and Ideanote, unless other specific terms apply.

11.9. Counterparts

These ToS may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.

11.10. Governing Law

These ToS are governed by Danish law, and any disputes will be handled in Denmark.

11.11. Dispute Resolution

We’d prefer to avoid legal disputes. If You’re contemplating a claim, please try to resolve it informally with Us for 21 days before initiating formal proceedings. Contact Us with “Dispute Notice” as the subject line, and We’ll strive to find a solution within that period. If unsuccessful, either party may proceed formally.

Any disputes related to Our Terms of Service will be resolved via arbitration overseen by The Danish Institute of Arbitration following their current rules. Disputes and arbitrations with Ideanote must be handled individually, not as part of a group or class action. The proceedings, which will be held in Copenhagen, Denmark, will consist of a single arbitrator and will be conducted in English.

All disputes, except for those qualifying for small claims court, will be resolved through binding arbitration instead of in a court by a judge or jury. No class arbitrations or class actions are permitted and You are agreeing to give up the ability to participate in regards to Ideanote and its Services.

11.12. Change

We reserve the right to adjust and change these ToS and supplementary Terms at any time. If a change is material We will let You know in advance. By continuing to use Ideanote after the effective date, You agree to the new version.

11.13. Notice and Contact

Notices will be sent to Your registered email.

You can contact Us at legal@ideanote.io

Appendix 1: Self-Hosting

1. License and Ownership

1.1 License Grant

Subject to Your compliance with these Terms, Ideanote grants Customers with a Subscription that includes self-hosting a limited, non-exclusive, non-transferable license (“License”) to install and use the self-hosted version of Ideanote (“Software”) solely for internal business purposes in accordance with this Agreement, the Documentation, and the Subscription.

Periodically, Ideanote may check the License status against a central Ideanote server to ensure it remains active and compliant with the allowed Subscription Limits (e.g. # of Workspaces, # of Users). Customers may need to "check-in" with the server, even in an self-hosted or on-premise environment.

1.2. License Expiry

Upon expiration or termination of the Subscription, this License is revoked immediately and Customer agrees to stop using the Software and permanently delete it from their systems.

If Customer has given any affiliates access to the Software (e.g. to run it for the Customer), then Customer will also ensure that they stop using the Software and delete it from their systems.

1.3 Software Ownership

Ideanote retains all intellectual property rights to the Software and any associated documentation. Customer is granted no ownership rights to the Software, and any rights not expressly granted under these Terms are reserved by Ideanote.

Customer is responsible for protecting the proprietary rights of Ideanote and all other rights holders during and after the term of this Agreement. Customer must comply with any written requests from Ideanote or its suppliers and licensors to protect their contractual, statutory, and common law rights in the Services.

Depending on the setup, the Software may also be using Third-Party Services, which is provided under the terms and conditions of the respective third parties.

1.4 Software Restrictions

The Customer must not, and must ensure that End-Users and any affiliates do not:

(i) modify, reverse-engineer, attempt to derive source code, or create derivative works of the Software;

(ii) use any procedures or tools to bypass Ideanote’s security, or use Ideanote for hacking, tunneling, or gaining unauthorized access to any computer or system;

(iii) sublicense, sell, or distribute the Software to third parties;

(iv) use the Software in violation of this Agreement or any applicable laws; or

(v) use or allow others to access or use the Software without a License or avoid fees in other ways.

1.5 Warranties and Disclaimer

We do Our best to build and operate the Software to high standards but We can not guarantee everything.

Therefore, to the fullest extent possible by law, the Software is provided “as is” without any representations or warranties, express or implied. In other words, the Software is always in beta. Ideanote makes no representations or warranties in relation to Our Software, its fitness for a certain purpose or the information and materials provided through Our Software.

To the fullest extent permitted by law, Ideanote shall not be liable for any damages arising from the Customer's use of the Software, including, but not limited to, compatibility issues, security breaches, hardware failures, downtime, business interruption, data breaches, data loss, or compliance failures due to Customer’s misconfiguration or negligence.

1.6 Version Differences

The self-hosted version of Ideanote might come with limitations compared to the cloud-hosted version.

Some features are either not supported out of the box (e.g. error monitoring, and cloud logging), are limited due to the need to connect to external APIs (e.g. AI), or require connectivity with external services (e.g. for sending Emails).

If in doubt, please reach out to us, and we will help clarify the best setup and possible workarounds.

2. Customer Responsibilities

2.1 Data Management

When using the self-hosted version of Ideanote, We do not have access to or visibility into Customer Data. It is solely under Customer control and responsibility to manage how Customer Data is accessed, stored, and protected. Depending on the configuration and settings of Customer’s self-hosted environment, Customer Data (including reports and other content) may be accessible to and visible by other Users.

Any uptime SLAs do not apply to the self-hosted version of Ideanote as your hosting environment is beyond Ideanote’s control.

It is Customer’s responsibility to configure and maintain the appropriate levels of access for Data, as outlined in the relevant Documentation.

Customer is solely responsible for all data processed through the Software, including ensuring the integrity, security, backup and recovery of such data.

2.2 Compliance

Customer use of the self-hosted Services (including use by End-Users) must always comply with this Agreement, any applicable terms of service, the Acceptable Use Policy, and all relevant laws and regulations, including data protection and export control laws.

2.3 Security

Customer is responsible for implementing and maintaining appropriate security measures to protect the Software and the data it processes from unauthorized access, use, or disclosure.

2.4 Disaster Recovery

The Customer is solely responsible for establishing and maintaining appropriate disaster recovery and business continuity plans.

2.5 Environment, Maintenance and Upgrades

Customer is responsible for planning, managing, and executing version upgrades of the Software.

This includes testing new versions in your environment to ensure compatibility and stability before deploying them to your production system. This includes detecting bugs, analyzing the impact of changes, and adapting any third-party extensions installed in the system.

After a release version is deprecated (post the six-month support period), the Customer is encouraged to upgrade to the latest supported release. Failure to do so may result in diminished functionality or security vulnerabilities.

3. Ideanote’s Responsibilities

3.1 Support

Any support levels for the Software are governed by the Ideanote Support Policy as well as outlined in any applicable Order Form.

3.2 Development

Ideanote is responsible for developing new features and bug fixes at Our discretion for the cloud version of Ideanote and making them available in the next Software releases, where possible.

Ideanote will assist with troubleshooting reported product errors or unexpected behavior, but only if related to standard Ideanote functionality and supported infrastructure. Issues caused by non-conforming infrastructure or deployment setups are not covered.

Ideanote is not obligated to provide hot fixes for the self-hosted version, even in cases of high-priority issues. “Hot fix” releases may be provided at Ideanote's discretion.

3.3 Documentation

Ideanote will provide documentation for deploying the Software on recommended infrastructure.

3.4 Updates

Ideanote will periodically release updates and new versions of the Software and make them available to Customers in a frequency and cost as outlined in any applicable Order Form.

Support for versions older than 6 months will not be provided.