Terms of Service
Effective as of June 7, 2023
Welcome!
These terms of service (the “Terms”) apply to you and Notey Inc, a US entity specified below in section “Contact us” (hereinafter, “Notey” or “us/we/our”) regarding your use of Notey’s applications, services, products, websites, and all content and software related to our services (collectively, the “Services”). Use of the Services is also governed by Notey’s Privacy Policy (the “Privacy Notice”) and other relevant policies.
Supplemental terms, policies and guidelines, such as policies related to specific services (including, without limitation, forums, sweepstakes, etc.) as well as other operating rules and policies that may be published from time to time, may apply to the use of the Services, and your use of the Services shall, in addition to these Terms, also be governed by such terms, policies and guidelines.
These Terms and Privacy Notice, and all policies and guidelines, which are incorporated herein by reference, form a legally binding agreement (the “Agreement”) between you and Notey in relation to your use of the Services, so please read them carefully. The current valid version of the Agreement is available on the Notey’s website.
1. WHO CAN USE THE SERVICES
Before accessing or using our Services, you must agree to the terms of the Agreement. You may also be required to register an account on the Services. By registering for an account or otherwise using the Services, you represent that you are the age of majority in your country of residence or are otherwise authorized to enter into binding agreements, such as this Agreement, without being prevented by any applicable law. If you are under the age of majority or are otherwise not authorized to enter into binding agreements, you represent that your parent or legal guardian has reviewed and agreed to this Agreement on your behalf.
If you access the Services from a social networking site, such as Facebook, you shall comply with its terms of service as well as these Terms.
BY INSTALLING, REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICES, OR ANY COMPONENT THEREOF, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT INSTALL, USE OR OTHERWISE ACCESS THESE SERVICES OR THEIR CONTENT. USE OF THE SERVICES IS VOID WHERE PROHIBITED.
IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE IN RESPECT OF THEIR USE. You accept full responsibility for any unauthorized use of the Services by minors in connection with your account.
2. CONTACT US
If you have any questions about Notey or this Agreement, please contact our support through the “Support” section of our website or send an email to mak@notey.co or by mail to us at:
Notey Inc (business ID: 465451)
111 Knox Abbott Drive, Unit 3202
Cayce, SC, 29033
3. CHANGES
In response to changing legal, regulatory, technological or business developments, Notey reserves, at its discretion, the right to change, modify or remove parts of the Agreement, including these Terms, its Privacy Notice or any other relevant policies, at any time by posting the amended terms on the Notey Services, or by any other method of notice we deem appropriate (including email).
Your continued use of the Services shall constitute your acceptance of such changes. If, as a result of changes or modifications made in the Terms, the Privacy Notice or any other policy or otherwise, you are no longer agreeing to any part of the then-current version of the Agreement, you must stop using the Services.
4. RIGHT TO USE THE SERVICES
RIGHTS WE GIVE TO YOU
Our Services and their content are the property of Notey or its licensors. Subject to certain limitations as described herein, you are granted the right to use the Services, as well as access and use applications, music, videos, pictures, instructional or other material or content available through the Services (collectively, “Service Content”).
Subject to your acceptance of these Terms and your continued compliance with them and the Agreement, Notey grants you a limited, non-exclusive, non-transferable and non-sublicensable license to use the Services and related software (only the executable version, excluding source) and any Service Content, strictly for your personal, non-commercial use.
The Services and Service Content are licensed, not sold or transferred to you. Any software copies, content or other material of the Services, including Service Content, will remain the property of Notey and its licensors even after they are downloaded or installed on your device.
You may not use the Services, Service Content or any part thereof in any way that is not expressly permitted by the Agreement. You are prohibited from using the Services (including without limitation the Service Content) for public performances. You further agree that you will not, and will not attempt to, copy, modify, share or transfer any part of the Services or the content thereof unless specifically permitted by Notey.
The license to use the Services granted under these Terms remains in effect until terminated by you or us. Your license is automatically revoked if you violate these Terms or the Agreement.
AVAILABILITY AND CHANGES TO THE SERVICES
Notey provides no guarantee that the Services, Service Content or any part thereof, are or will continue to be available at all times in the future. From time to time the Services may become temporarily unavailable due to technical, maintenance or other similar reasons. In some circumstances, the Services, Service Content or any part thereof may be designed to be available for a limited period of time. For example, we may make available content in connection with artist or third party partnerships for a restricted time period or provide early access to a test or beta version of the Services which may not be fully functional or which may be discontinued at the conclusion of the testing period. Furthermore, the Service Content that may be available may also vary by geographic location and may also change from time to time. Technological developments, changes in Notey’s business model or shifting consumer preferences may also impact our Services.
Notey may add, change, modify, discontinue, update, remove or suspend any of the Services, Service Content or any part thereof from time to time. Such changes may take place in connection with valid reasons, such as:
● to add, change or remove Service Content (e.g. features or functionalities) in accordance with developments in Notey’s business;
● to reflect and adapt to changes in technology;
● to reflect changes in our contracts with third parties;
● to prevent activity in the Services we determine to be misconduct and/or in breach of the Agreement; or
● to address or comply with requests or matters pertaining to legal, regulatory, security or issues relating to the safety of our Users.
Changes or modifications to the Services may require you to accept, download and/or install updates in order to continue using the Services. If you fail to accept, download and/or install updates, you may be unable to access or use the Services, Service Content or any part thereof.
COMPATIBILITY
Some of the Services are not compatible with or have limited compatibility across different mobile devices, computers and operating systems, and you are responsible for procuring a compatible device if you wish to use any of the Services. Use of the Services requires access to the internet, which you are responsible to obtain and pay for. Please also note that the Services may include third party software (for example, open source software libraries), which are provided to you subject to the terms and conditions applicable to such third-party software. Such terms and conditions are published in the settings of the mobile application.
OWNERSHIP
Notey does not grant you any ownership rights in the Services, Service Content or any part thereof. All rights, title and interest in and to the Services (including, without limitation, any titles, computer code, graphics, images; audio and/or video; designs; concepts and methods of operation; themes, advertising copy; logos; domain names; trade names and trademarks; service marks and trade identities; Accounts; any other copyrightable material; the “look and feel” of the Services; the compilation, assembly and arrangement of the materials of the Services; and all other Service Content and applications) are owned, controlled or licensed by Notey and are protected from unauthorized use, copying and dissemination including, without limitation, by copyright, trademark, patent, trade secret, publicity and other laws, rules, regulations and international treaties. Copyright to third-party content appearing on the Services are the property of their respective owners.
All Notey trademarks, service marks, trade names, domain names, logos and other brand features of ours are the exclusive property of Notey. You may not display our Services or content in frames or “in-line links” without prior express written permission from us.
5. USER ACCOUNT
Certain elements of the Services may enable you to create an account or otherwise register (“Account”), while others do not. You may be asked to select a password for your Account or you may also use other credentials to access the Account (“Login Information”). You further consent and authorize us to verify your Login Information as required for your use of and access to the Services, as applicable. You agree that you will not share the Account or Login Information nor let anyone else access your Account or do anything else that may jeopardize the security of your Account.
You agree that you are responsible for maintaining the confidentiality of your Login Information. If you suspect that your Login Information and/or Account has been accessed or used without your authorization, you must immediately notify Notey and modify your Login Information. You are responsible for any use of the Login Information and activity on your Account, including purchases, whether or not authorized by you.
Notey reserves the right to refuse or limit the registration for any reason. WITHOUT LIMITING ANY OTHER REMEDIES, WE HAVE THE RIGHT TO REMOVE ANY LOGIN INFORMATION, AND SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR ACCESS TO THE SERVICE OR A PORTIONS THEREOF, WITH OR WITHOUT NOTICE TO YOU, IF YOU ARE OR WE REASONABLY SUSPECT THAT YOU ARE FAILING TO COMPLY WITH THIS AGREEMENT, OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICES, OR FOR ANY OTHER REASON. AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION YOU CAN LOSE YOUR USERNAME IN THE SERVICES AS WELL AS ANY EARNED ITEMS, PRIVILEGES AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICES, AND NOTEY IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
6. PAYMENT POLICY
You may access parts of the Services for free, and other services and products may require payment of subscription, in-app purchases and/or other fees (“Paid Content"). Fees charged may be one-time payments or automatically renewing payments as described in more detail in the respective Services. By choosing to access and/or buying or subscribing to Paid Content, you authorize us to charge your credit card or other approved payment method for all the costs and charges that apply to such Paid Content. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions and purchases made by you or through you or by anyone that has used your Account(s).
Please note that we may use a third-party payment processor to facilitate payments in the Services. If you make a purchase through a third-party application store, such as the Apple App Store or Google Play Store, your purchase will be subject to such third party’s applicable payment policy.
PAYMENT INFORMATION
To access Paid Content of the Services, you must provide valid and accepted payment information. If the payment information provided by you is declined for payment of the Paid Content you are subscribed to, you must provide us with new valid payment information or your access to Paid Content may be suspended. You will get access to Paid Content as soon as the initial payment has been processed.
TRIALS
When you subscribe for Paid Content, we may from time to time offer a trial period (“Trial Period”) without payment or at a reduced rate. This may vary depending on promotions, type of subscription and the term you select at the time of purchase. We reserve the right, in our absolute discretion, to determine your eligibility for a Trial Period and may cancel or change the Trial Period at any time without notice and liability within the limits permitted by applicable law.
We may require you to provide your valid payment information to start the Trial Period. By providing this information, you agree that, unless you cancel your paid subscription prior to the end of the Trial Period, we may automatically begin charging you for such Paid Content you subscribed to on the first day after the end of the Trial Period on a monthly or other recurring basis notified to you, until you cancel your subscription to Paid Content (e.g. turn off automatic renewal from your account settings or via the Apple App Store or the Google Play Store). If you do not want to be charged, you must cancel your subscription to such Paid Content before the end of the Trial Period. If you cancel your subscription to Paid Content, your Account will only have access to those parts of our Services that you may access for free.
BILLING, RENEWALS AND CANCELLATIONS
The subscription fee for our auto-renewable subscription plans may be billed as one-time advance payment for the subscribed period (e.g. 1, 3, 6 or 12 months) or in monthly installments charged every month in advance for the duration of the subscription period. The pricing and terms applicable to your subscription may vary depending on promotions, type of subscription and the subscription period you select at the time of purchase.
If your subscription started with a promotion or trial at a reduced rate, your renewal rate may be higher than your initial rate. In-app purchases are considered a one-time purchase and are therefore final.
In some cases, your payment billing dates or billing term of your subscription may change if your payment has not successfully settled on the original due date. We will inform you of the billing term change through email.
If you choose to sign up for an auto-renewable subscription for Paid Content, you understand that and authorize that your subscription will automatically renew at the end of the subscription period and that payment for the renewal period is automatically charged from you using the payment information you have provided, unless you cancel your subscription before the end of the then-current subscription period. You can cancel your auto-renewing subscription to Paid Content purchased from our site from your account settings or by contacting our support. If you purchased a paid subscription via a third party, such as the Apple App Store or Google Play Store, you can cancel the paid subscription via such third party following the applicable terms and payment policies of such third party.
Unless prohibited by applicable law and except as specifically provided otherwise, any payments are always FINAL and NON-REFUNDABLE.
WITHDRAWAL
If you have registered for a paid-for subscription, you may change your mind and receive a full refund of all monies paid within fourteen (14) days from your purchase of your subscription for such paid-for parts of our Services (the “Withdrawal Period”), provided that you have not, at any time, accessed the paid-for parts you registered for during the Withdrawal Period. You are not required to give a reason for exercising the right of withdrawal.
You can inform us of your decision to withdraw through a clear and unequivocal statement by sending an email to mak@notey.co If you are based in the EEA, you may also use the Model Withdrawal Form below but are not required to do so. To meet the deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the expiry of the Withdrawal Period.
Model withdrawal form
(complete and return this form only if you wish to withdraw from the contract)
To Notey Inc, 111 Knox Abbott Drive, Unit 3202, Cayce, SC, 29033, mak@notey.co
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
Ordered on (*)/received on (*),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date
If you are based in the EEA and withdraw from the purchase of a paid-for subscription to the Services in accordance with the above, you are entitled to be reimbursed for the purchase without undue delay and in any event not later than 14 days from the day on which you informed us of your decision to withdraw from the purchase. The reimbursement will be carried out using the same means of payment as you used for the initial payment, unless you have agreed otherwise. You will not incur any fees as a result of such reimbursement.
PRICE CHANGES
Our prices may change from time to time. If the pricing of your subscription changes, we will notify you in advance and provide you an opportunity to review those changes to your subscription. Price changes will take effect at the beginning of the next subscription period after the date of the price change. Applying any price changes to your subscription or charging your payment details in connection with an automatic renewal applying a new price is subject to your approval of the changed pricing. In accordance with applicable law, you accept the price change by continuing to use the Services after the price change takes effect. If you do not accept this price change, you have the right to refuse the change by cancelling the subscription to Paid Content before the price change takes effect.
CODES, GIFT CARDS AND OTHER PREPAID PRODUCTS
If you have purchased or received a code, a gift card or other pre-paid Notey product enabling you to access Paid Content of the Services (“Code”) your order will automatically terminate at the end of the period specified in the Code. Supplemental terms and conditions provided in connection with the Code may apply to the use of the Services. In case of conflict between this Agreement and such supplemental terms, the supplemental terms shall prevail.
7. THIRD PARTY LINKS
The Services may contain links or direct you to third-party websites, services, content or resources (“Third Party Services”). We are not responsible for any such Third Party Services and do not have control over any materials or content made available in such services. Our inclusion of a link to such Third Party Services does not in any way imply Notey’s endorsement or promotion of such Third Party Services or any features or content of any Third Party Service made available there. Third Party Services are subject to the respective third-party’s terms of service and we encourage you to familiarize yourself with the terms of service applicable to any such Third Party Services you may access. Please note that the applicable third party is fully responsible for all materials, content, goods and services it provides to you and for any and all damages, claims and liabilities it may cause to you, directly or indirectly.
8. USER CONTENT
USER CONTENT IN THE SERVICES
Users may publish or otherwise add content to the Services, which may include for example any communications or materials you submit to the Services or transmit to other users of the Services, by an application, website, email or by participating in blogs, message boards, online forums and other functionality, where you may have the opportunity to create, submit, post, display, transmit, perform, publish, distribute, broadcast, and comment on content and materials to Notey and/or to or via the Services, including, without limitation, data, text, writings, compositions, notes, music, sounds, videos, audiovisual effects, artwork, photographs, screenshots, videos, graphics, comments, suggestions or chat or message postings or other material (collectively, excluding Service Content, “User Content”). You are solely responsible for your User Content.
Except as otherwise described in the Privacy Notice, you agree that your User Content will be treated as non-confidential and nonproprietary and will not be returned. We cannot guarantee that the ideas you share are not used by others, so if you want to keep them confidential or do not want others to use them, please do not share them in the Services. Notey has no obligation to review, monitor, display, archive, maintain, accept or exploit any User Content, and we assume no obligation to modify or remove any inappropriate User Content you may be exposed to when using the Services. Notey does not pre-screen or monitor all User Content. Therefore, your use of the Services is at your own risk. Notey does not endorse any User Content submitted to the Services, or any opinion, recommendation, or advice expressed therein, and Notey expressly disclaims any and all liability in connection with User Content. Notey does not permit copyright infringing activities or other infringement of intellectual property or any other third party rights on the Services.
Notey may delete, move, modify, edit, remove or disable access to User Content without liability, or any notice to you; provided, however, that we reserve the right to treat User Content on the Services, or on certain portions of the Services, as content stored at the direction of users for which we will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below when violations are brought to our attention. Such User Content need not, however, be maintained on the Services by us for any period of time and you will not have the right, once posted, to access, or otherwise use such User Content on the Services. Notey is not obligated to use User Content and you will not receive any compensation for the User Content you may choose to submit or for any exploitation thereof.
REPRESENTATIONS AND WARRANTIES
You affirm, represent, and warrant that (i) your User Content is not in violation of any laws, contractual restrictions (including those in this Agreement) or any other rights or intellectual property, or any third party rights, and (ii) you own or have the necessary licenses, rights, consents, and permissions to submit, publish and share the User Content you submit, including the right to grant all of the rights and licenses in these Terms without Notey incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you, and (iii) your User Content or our use thereof as described in this Agreement does not indicate that you or the User Content you publish is affiliated with or endorsed by Notey or an artist, band, other rights holder, or any other party, without the express written consent of Notey or such party. You shall be solely responsible for the User Content and the consequences of submitting, publishing, and sharing the User Content on the Services.
RIGHTS YOU GRANT
You retain all of your ownership rights in the User Content you submit and/or share with Notey. However, in exchange of use of the Services, by submitting and/or sharing the User Content on the Services, you hereby grant Notey an irrevocable, perpetual, sublicensable, transferable, worldwide, and royalty-free fully paid-up non-exclusive license in the User Content to reproduce, distribute, modify, prepare derivative works of, publicly display and perform and use, in any way, all or any portion of the User Content, in connection with the Services, and other services and products, of Notey (and its successors and affiliates), including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, and publishing your User Content in a searchable format accessible by users of the Services and on the internet.
You also grant to Notey the right to sublicense and authorize others to exercise any of the rights granted to Notey under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to Notey under these Terms. Except as prohibited by law, you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through the functionality of the Services and under these Terms.
UNSOLICITED IDEA SUBMISSION POLICY
You agree that Notey is free to use any ideas, suggestions, feedback information, concepts, know-how or techniques contained in any User Content you choose to submit in the Services or send to Notey, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content, and without further compensation of any kind.
REPORTING INFRINGEMENTS
We respect the copyrights and other intellectual property rights of others. If you discover any content in the Service that you believe infringes your copyright (“Disputed Content”), please report this to Notey, as follows:
A. Your notice concerning the claimed infringement accompanied by details set out below in B or C should be sent to Notey’s designated copyright agent by email to mak@notey.co or by mail to the following address:
Notey Inc
111 Knox Abbott Drive, Unit 3202
Cayce, SC, 29033
Attn: Legal
B. You may send Notey a written copyright infringement notification. Please make sure that you include the following information in your notification:
1. your full name and contact information (address and telephone number, a valid email address, as well as your Notey username, if applicable);
2. an itemization of the Disputed Content, including the Notey URL(s) where such Disputed Content can be located;
3. your confirmation that you have a good-faith belief that the Disputed Content which is the subject of your copyright infringement notification is illegally available;
4. information concerning the fact that you have requested the relevant third-party content provider to remove the Disputed Content without effect, or that such third-party content provider could not be identified;
5. your confirmation that you are the owner of the exclusive right which the Disputed Content allegedly infringes, or that you are entitled to act on behalf of the relevant third-party rights holder; and
6. your signature (physical or electronic).
C. Alternatively, if you reside in the United States and wish that your copyright infringement notification is considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please make sure that you include the following information in your notification:
1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material is located;
4. information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; and
5. A following statement in the body of a DMCA notice:
“I have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law. I represent that the information in this DMCA notice is accurate and, under penalty of perjury, that I am the owner of the copyright or authorized to act on the copyright owner’s behalf.”
Please note that under 17 U.S.C. 512(f), if you knowingly misrepresent that a material or activity is causing infringement, you may be liable for damages, including the costs and attorneys’ fees incurred by us or our users. If you are unsure whether the material or activity you are reporting is causing infringement, you may wish to contact an attorney before serving a notice to Notey.
Notey has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content.
9. POLICY REGARDING USERS WHO REPEATEDLY INFRINGE COPYRIGHT
Notey will terminate the accounts of any users who repeatedly use the Services to infringe copyright.
10. USE RESTRICTIONS
You agree that you will not in any circumstances:
● use the Services in violation of this Agreement or any applicable law or regulation;
● post any information, content or other material (or links) that include any offensive comments connected to race, national origin, gender, sexual preference or physical handicap; include profanity or contain any obscene, indecent, pornographic, sexual or otherwise objectionable content or language; or otherwise engage in ongoing toxic behavior;
● use the Services in a way, or make available through the Services, any material or information that violates copyrights, patents, trademarks or any other intellectual property rights, rights of privacy, rights of publicity or any contractual or any other rights of any party, or promotes or constitutes illegal activity;
● disrupt, interfere with or otherwise adversely affect the normal flow of the Services or otherwise act in a manner that may negatively affect other users' experiences when using the Services;
● reveal in the Services anyone’s private information, including personally identifiable information, contact details or financial information or any information that may be used to track, contact or impersonate that individual;
● use the Services for fraudulent or abusive purposes including, but not limited to, using the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or the Services or its content;
● attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including Notey employees, directors, officers, and customer service representatives;
● use the Services for any commercial activities, including, without limitation, any attempt to raise money for anyone or advertising or promoting a product, service, pyramid scheme or other multi-tiered marketing scheme, spam emails, chain letters or similar;
● attempt to gain unauthorized access to the Services, to credentials or accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Notey, including but not limited to by interfering or circumventing or attempting to interfere or circumvent any of the security components, security methods or regional restrictions used in the Services;
● unless specifically authorized by law, attempt to reverse engineer, decompile, disassemble, or hack any of the Services;
● use, either directly or indirectly, any automated system, cheats, spiders, hacks, scrapers, offline readers or any unauthorized third party software designed to modify or interfere with the Services;
● harvest, scrape or use any other automated means to view, access or collect any information about the Services or about other people using the Services;
● cover or obscure any notice, banner or advertisement on the Services; or
● engage in any act that Notey deems to conflict with the spirit or intent of this Agreement or the Services or make improper use of Notey’s support services.
Notey reserves the right to take appropriate action, as a result of any above-referred conduct, which may include terminating your Account, and prohibiting you from using the Services in whole or in part.
11. DISCLAIMER OF WARRANTIES
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR DISCLAIMERS SUCH AS THOSE SET FORTH ABOVE. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND, THEREFORE, THE FOREGOING EXCLUSIONS SHALL APPLY SOLELY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTIONS.
Please note that if you are based in the EEA, you are provided with certain legal guarantees which cover the Services which we provide. Under this guarantee, Notey may be liable for a lack of conformity of the Services, as provided under the applicable law, and which you discover: (i) within a period of two years from any one-time supply of the Services, or (ii) at any time during any continuous supply of the Services.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, NOTEY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR INJURIES IN ANY WAY WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OF THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES TO PROPERTY, PERSONAL INJURIES, LOSS OF GOODWILL, LOST PROFITS, DEVICE FAILURE OR MALFUNCTION, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT NOTEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT NOTEY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NOTEY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL NOTEY BE LIABLE TO YOU, COLLECTIVELY, FOR MORE THAN THE AMOUNT YOU HAVE PAID TO NOTEY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO NOTEY DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND NOTEY’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH NOTEY IS TO STOP USING THE SERVICE AND CANCEL YOUR ACCOUNT.
Some jurisdictions do not allow certain limitations of liability such as those stated above; thus, the above terms may not apply to you. Instead, in such jurisdictions, the foregoing limitations of liability shall apply only to the extent permitted by the laws of such jurisdictions.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS AND WAIVERS OF LIABILITY CONTAINED HEREIN WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT(S), AGREEMENT OR ANY SERVICES.
13. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Notey, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Services from and against all claims and expenses, including attorneys’ fees and costs, arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your Login Information. The provisions in this paragraph will survive any termination of your account(s) or the Services.
14. FORCE MAJEURE
Notey shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Notey, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Notey’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
15. TERMINATION
You may terminate this Agreement by deleting your Account and thereafter by ceasing to use the Services. If you have any subscription, and terminate this Agreement before the end of your subscription, you will not receive any refunds for any unexpired period of your subscription, unless prohibited by applicable law.
WITHOUT LIMITING OUR OTHER REMEDIES, NOTEY MAY LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE ACCOUNTS OR ACCESS TO YOUR ACCOUNT AND/OR THE SERVICES OR PORTIONS THEREOF AND/OR TERMINATE THIS AGREEMENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE SERVICES, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU, IF (I) YOU ARE DEEMED TO BE A REPEAT INFRINGER AS DESCRIBED ABOVE; (II) WE BELIEVE YOU TO BE, IN ANY WAY, IN BREACH OF ANY PROVISION OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION THESE TERMS OR RELATED POLICIES OR GUIDELINES OR THEIR LETTER OF SPIRIT; (III) NOTEY ELECTS AT ITS DISCRETION TO CEASE PROVIDING ACCESS TO THE SERVICES IN THE JURISDICTION WHERE YOU RESIDE OR FROM WHERE YOU ARE ATTEMPTING TO ACCESS THE SERVICES; OR (IV) IN OTHER REASONABLE CIRCUMSTANCES AS DETERMINED BY NOTEY AT ITS DISCRETION.
NOTEY RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS AND HAS NO ACTIVE PAID SUBSCRIPTION.
Notey reserves the right to discontinue or cease to support the Services, Service Content or parts thereof at any time, at which point your license to use such Services, Service Content or parts thereof will be automatically terminated. In such an event, and unless otherwise prohibited by applicable law, Notey shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services. Where necessary, Notey will use reasonable efforts to provide reasonable advance notice when we discontinue any Services, Services Content or a part thereof.
Upon termination for any reason, you must cease all use of the Services. Your termination for any reason shall not release you from any liabilities or obligations set forth in the Agreement which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.
16. GOVERNING LAW AND DISPUTE RESOLUTION
If a dispute arises between you and Notey, we strongly encourage you to first contact us directly through our support site https://notey.co and seek resolution.
The laws of the State of Delaware without regard to or application of its conflict of law provisions, will govern this Agreement and you agree that any claim or dispute you may have against Notey must be resolved exclusively by a court located in the State of Delaware. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST NOTEY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17. ASSIGNMENT, SEVERABILITY AND ENTIRE AGREEMENT
Notey may assign the Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Agreement without Notey’s prior written consent and any unauthorized assignment and delegation by you is ineffective.
If any provision of the Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.
Notey’s failure to enforce any right or provision of the Agreement shall not constitute or be deemed a waiver of such right or provision or waiver of such right or provision in the future.
The Agreement sets out the entire agreement between you and Notey regarding the Services and supersedes all earlier agreements and understandings between you and Notey.
18. APPLE-SPECIFIC TERMS
In addition to these Terms, the following terms shall apply if you access the Services through Apple Inc’s (“Apple”) App Store or if you are using the Services on an iOS device.
You hereby acknowledge and agree that these Terms are concluded between you and Notey only, not with Apple, and that Notey, not Apple, is responsible for the Services and the content thereof.
Notey, not Apple, is responsible to you for providing any relevant maintenance and support services with respect to the Services and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
If the Services fail to conform to the warranties or other conditions set forth in the Terms or applicable law, you may notify Apple and Apple may refund the purchase price (if any) for the relevant Services. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services.
Notey, not Apple, is responsible for addressing any claims you or any third party may have relating to the Services, including (i) product liability claims, (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection, privacy or similar laws.
In the event of any third party claim that the Services or your possession and use of the Services infringes a third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, and discharge of such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to comply with any applicable third-party terms, when using the Services.
Apple and its subsidiaries are third-party beneficiaries to these Terms and, upon your acceptance of these Terms, you agree that Apple has the right to enforce the Terms against you as a third-party beneficiary.