Terms of Service
Last updated October 3, 2017
If You are registering a “Space” (a unique Ideanote subdomain) or if You have accepted primary owner status through a transferral of access rights, You are considered the “Primary Owner” of that Space in addition to Your status as a User. If You are a Primary Owner and You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Ideanote that You have the authority to bind such Entity and its Affiliates to these Terms. The Primary Owner and/or the Entity he or she represents is considered the “Customer”.
Together You (the “User” or “Customer) and Us (“Ideanote”) make out the “Parties” of this Agreement.
If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
General Terms and Conditions
This Agreement comprises the entire agreement between You and Ideanote and will supersede any and all prior or coexistent negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.
Service Access Plans
The Service is available as a free service plan (“Freemium”, “Free Plan”, “Free Platform”) and with additional paid “Subscriptions” (e.g. “PRO Plan”, “Unlimited Plan”, “Paid App”, “Report Product” etc.). Ideanote reserves the right to change the name of Subscriptions at any given time. A free service plan is any Ideanote account with features and functionality limited as determined by Ideanote at its discretion from time to time. A paid Subscription comprises additional features not found or limited within the free service plan.
Payment of Subscriptions
Payment for Services shall be at prices and under Terms stated on the Ideanote website, or as otherwise stated or quoted by Ideanote from time to time. All prices are exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer. Prices may include fees for payment card processing.
Ideanote is entitled to adjust the prices, fees, functionality and number of Users or other limitations for the Service from time to time. Adjusted prices shall take effect earliest upon any subsequent payment period of the Service for a given Customer (e.g. Month or Year).
The Customer agrees to recurring billing, meaning that payment shall be made automatically by charges assessed against a credit card registered by the Customer. In special circumstances, as noted on the Ideanote website, or as otherwise instructed by Ideanote, other methods of payments might be requested by Ideanote from time to time.
Customers are billed and automatically charged from their Credit Card on the (or close to the) Same date every month, starting from the time a Subscription is bought or updated. What the Customer is paying for depends on his choice of Subscription and can be seen at checkout. Payments must always be made in advance by the Customer.
In giving consent to recurring billing, the Customer also gives consent that any changes affecting the Subscription during a subscription period (e.g upgrades, downgrades, additional or cancelled subscriptions, fees) are automatically reflected in the next bill sent to the Customer.
In case of non-payment for any reason or any violation of these Terms and Conditions, Ideanote shall be entitled – without liability – to immediately bar access to the Service and/or bar access to paid Subscriptions, and/or to terminate a Customer’s Space. In practice, Ideanote will make reasonable efforts to inform the Customer of unsuccessful, invalid or missing payments before taking such steps. In case of non-payment, a monthly late fee of 2% is added to the outstanding amount.
Should a Customer’s account be terminated, the Customer agrees and acknowledges that Ideanote has no obligation to retain Uploaded and Usage Data and that such Data may be irretrievably deleted if the deleted account was removed longer than 30 days prior to the request for renewed access to the Customer’s data.
Trials and Credit
Ideanote may offer Trials. On using a Trial, the Customer is granted access to the features of a given Subscription for a limited amount of time (the “Trial Period”), disclosed at the outset of the Trial. After termination of the Trial, the Customer has the option to register payment information to stay on the Subscription. If a Customer has already registered payment information with Ideanote, the Trial will automatically turn into a paid Subscription at the end of the Trial period, if it is not cancelled before.
Customers may receive Credit on completing certain actions. These action can be but are not limited to signing up, referring people to use Ideanote, reaching an activity milestone or completing a survey. Customers will be notified of how they can receive Credit as part of the Service.
Although the Credit may be visualized in USD or other currencies, this credit is no legal tender, does not hold inherent value and cannot be refunded, transferred or exchanged for cash, goods or services. It can and may not be traded, sold, bought or exchanged by the Customer with third parties. However, it can and will automatically be used to reduce the amount to be paid on bills sent to the Customer as part of recurring billing of paid Ideanote Subscriptions. In doing so, any Credit listed on a bill is used up and removed from the Customer.
We reserve the right to allow for or stop ways to receive Credit at Our discretion. A Customer can only accumulate up to an equivalent of $300 per Space. Any Credit received by a Customer will only remain valid for use for 60 days.
Customer Prerequisites for Access
The Customer shall be responsible for obtaining and maintaining, monetarily or otherwise, all telephone, computer hardware, software, internet service plans and other equipment needed for access to and use of Ideanote and all charges related thereto.
Access to Ideanote
Access to the Service is available at https://ideanote.io. Upon entering into a contract with the User, Ideanote will provide the User with the ability to create and maintain a username and password for accessing the Service.
As the usernames and passwords of the User are personal, and considered to be confidential information, the Customer is at all times entirely liable for all acts and omissions by Users, he or she has allowed to access to the platform. In relation to any losses arising out of this, the Customer agrees to indemnify Ideanote as stated in Section “Indemnification”.
Access to the Service is only available to the Customer and Users, subject to compliance with these Terms and Conditions and, in the case of the Customer, making the applicable payments for the Service under this Agreement.
Ideanote does not own any data, information or material that You or others submit to the Service in the course of using the Service (“Uploaded Data”). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Uploaded Data that You submit. Ideanote shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.
The Customer and/or Users are fully liable for the legality of all Uploaded Data stored by the Customer and/or User on the Service. Furthermore, the Customer and/or User is fully liable if such Uploaded data is infringing upon third party rights, and accordingly agrees to indemnify Ideanote for all claims and losses related to such infringement and/or illegality.
If Ideanote on its own or through any third party has notice that Uploaded Data stored by the Customer and/or User is in violation of any law or infringes third party rights, Ideanote shall have the unfettered right to – without liability to the Customer or User – immediately suspend access to such data without prior notice to the Customer or User. The Customer and/or User may be notified by Ideanote of any such action under this Section, when reasonable and possible.
Privacy of Personal User Data
Unless expressly authorized in writing by the other Party, neither Party shall disclose to any third Party any Confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. Confidential Information within the context of this Agreement means any non-public information and/or materials provided by a Party under this Agreement to the other Party and reasonably understood to be confidential, but shall not include Uploaded Data.
The foregoing restrictions do not apply to any information that is publicly disclosed through no fault of the receiving Party, is already lawfully in the receiving Party’s possession and not subject to a confidentiality obligation to the disclosing Party, becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, or is Confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving Party supplies the disclosing Party with timely notice of such court order or subpoena. The Customer and User acknowledge that Ideanote and its licensors retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by Ideanote hereunder.
Warranties and Representations
This website is provided “as is” without any representations or warranties, express or implied. Ideanote makes no representations or warranties in relation to this website or the information and materials provided on this website. Without prejudice to the generality of the foregoing paragraph, Ideanote does not warrant that:
-this website will be constantly available, or available at all; or
-the information on this website is complete, true, accurate or non-misleading.
Nothing on this website 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 and its Employees shall retain the right, but not the obligation, to generally monitor and observe the activities of Customers of Our Service to determine compliance with this Agreement and to investigate content to determine compliance with this Agreement and any operating rules established by Ideanote to satisfy any law, regulation or valid authorized government request.
Ideanote and its Employees shall also retain the right, but not the obligation, to directly access a Customer’s account on invitation for purposes of technical maintenance, content oversight or investigation as well as Customer support.
Ideanote shall have the right at its sole discretion to refuse to post or remove any material submitted to or posted on https://ideanote.io. Without limiting the foregoing provisions of this Section, Ideanote shall have the right to remove any material that Ideanote, in its sole discretion, finds to be in violation of the provisions contained within this Agreement or deemed to be otherwise objectionable.
Ideanote reserves the right to contact Customers to ask them for quotes, the right to disclose the Customer as a Customer of Ideanote and/or to participate in the writing of a Customer Case outlining the results of using the Service.
Limitation of Liability
This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction, or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious conduct, negligence, or under any other such cause of action. The Customer specifically acknowledges that Ideanote is not liable for the defamatory, offensive or illegal conduct of other Customers, Users or third parties and that the risk of injury from these causes of actions rests entirely with the User and Customer.
In no event will Ideanote, or any person or entity involved in creating, producing or distributing the Service, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the Service. The User and Customer hereby acknowledges that the provisions of this section shall apply to all content on the site.
Further to the Terms set forth above, neither Ideanote nor any of its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or inauthenticity of, the information contained within the Service.
None of the abovementioned parties related to Ideanote shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.
IF IDEANOTE IS FOUND LIABLE FOR ANY EVENT OR CIRCUMSTANCE RESULTING FROM THIS AGREEMENT WITH ONE OR MORE CUSTOMERS OR USERS, OUR LIABILITY CANNOT EXCEED THE AMOUNT CHARGED TO THE CUSTOMER(S) OR USER(S) IN QUESTION.
The Customer agrees 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 the use of Ideanote by the Customer or the Customer’s account.
Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, Events of Force Majeure, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services). The party affected by any such event shall give notice to the other party within a maximum of twenty (20) days from the events occurrence. The performance of this agreement shall then be suspended for as long as any such event will prevent the affected party from performing its required obligations under this agreement.
Should any provision in this Agreement be held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by the applicable law. The remaining provisions of this Agreement shall remain in full effect.
Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship among the parties.
Ideanote reserves the right to use know-how, people or technology provided by a Third Party to deliver parts of the Service under this Agreement.
Ideanote may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Ideanote’s account information, or by written communication sent by mail or pre-paid post to Your address on record at Ideanote. Any such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting (if sent by mail or pre-paid post) or 24 hours after sending (if sent by email).
This Agreement may not be assigned by You without the prior written approval of Ideanote, but may be assigned without Your consent by Ideanote to a parent or subsidiary company,
an acquirer of assets, or a successor by merger or acquisition. Any such purported assignment in violation of this section shall be void.
Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.
This agreement shall be governed by the substantive laws of Denmark without regard to conflict of laws principles. The Customer hereby expressly agrees to submit to the exclusive jurisdiction on Denmark, for the purpose of resolving any dispute relating to this Agreement or access to or use of the Service by the Customer and Users.
Ideanote Subscriptions are pre-paid and are non refundable. Ideanote does not provide refunds or credits for any partial months of use of its Service. The Customer may cancel his/her Subscription at anytime, which will be effective immediately.
If the Customer wishes to cancel his/her Subscription, the Customer may do so via the billing page in the settings. Should You elect to cancel Your Subscription, please note that the Customer will not be issued a refund for any charged and paid fees. It is the Customer’s responsibility to keep his/her contact and payment information current. The Customer hereby explicitly authorizes Ideanote to continue billing the Customer’s credit card on file with Ideanote for as long as the Customer continues to use the Service, and in the event that the credit card is invalid for payment for any reason, then the Customer will remain responsible for any uncollected amounts.
This Agreement shall commence when the Customer begins use of the Service and will automatically renew for successive renewal terms equal to twelve (11) months (unless expressly stated otherwise in the order form) in duration at the current fees, if applicable, unless Customer specifically terminates the Services online on Ideanote’s website or Ideanote specifically terminates the Customer Space for any other reason as defined in Our Terms.
If either party is in breach of this Agreement, the other party is entitled to terminate this Agreement for such breach after having given the breaching party a written notice of no less than twenty (20) days should the breaching party not remedy the breach to the satisfaction of the other party. Any termination by either of the parties or the expiry of the term of this Agreement shall only have effect for the future, and shall have no retroactive effects.
The Customer agrees and acknowledges that Ideanote has no obligation to retain the Uploaded Data, and may delete such Uploaded Data without prior notice, if the Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within twenty (20) days’ notice of such breach; or upon termination of this Agreement for any reason.
Copyright and Ownership
Ideanote and its logos are trademarks of Ideanote ApS. All rights reserved. All other trademarks appearing on Our Service are the property of their respective owners.
You understand that although We might use terms like “sell”, “own”, and “unlimited” ownership of Our Service and Technology remains with Ideanote. No rights for Ideanote Technology and Intellectual Property are transferred to Users and/or Customers. Any feedback or circumstantial analytical evidence knowingly given or unknowingly resulting from usage of a Customer and/or User can be used by Us to improve Our Services or Technology without this resulting in the right of said Customer and/or User to have any ownership in Our Service or Technology.
You understand that the Service is hosted online and You have no rights to access, copy and/or host the Source Code of Our Technology.
Variance to Agreement
Ideanote reserves the right to modify the Terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting an updated version of this Agreement on the Ideanote website at https://www.ideanote.io/terms. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to any such changes made by Ideanote.
If You have any questions regarding Our Terms of Service, please contact Us by sending an email to firstname.lastname@example.org.