GoodNotes Cloud Terms of Service

1. About our Terms

1. Thank you for choosing to use Goodnotes Cloud. These Terms explain how you may use Goodnotes Cloud, as well as our services, client software and website related to Goodnotes Cloud (together, the "Services"). Please do read these Terms carefully before using the Services, as by accessing or using the Services or otherwise indicating your consent, you will agree to be bound by these Terms and the documents referred to in them.
2. If you have any questions about the Services, please contact us via email at support@goodnotes.com. We generally respond to all inbound requests Monday to Friday 10 am to 5 pm Hong Kong time.

1.3 Definitions

2. Using the Services

1. You agree that you are solely responsible for:
   1. all costs and expenses you may incur in relation to your use of the Services; and
   2. keeping your password and other account details confidential.
2. In using the Services, you are responsible for compliance with any local laws where they are applicable to your use of the Services.
3. We seek to make the Services as accessible as possible. If you have any difficulties using the Services, please contact us using the methods stated in clause 1.2.
4. Please do not use the Services if you are not of legal age to form a binding contract with us, unless and until you have obtained the agreement of your parent or guardian to do so. If you are a parent or guardian, you agree to be bound by these Terms on behalf of your minor should your minor use the Services.

3. Your privacy and personal information

1. Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information ("Privacy Policy").
2. Our privacy policy is available at https://www.goodnotes.com/privacy-policy/cloud/.

4. Ownership, use and intellectual property rights

The Services

1. The Services and all Intellectual Property Rights in it including but not limited to any Content are owned by us, our licensors or both (as applicable). We and our licensors reserve all of our and their rights in any intellectual property in connection with these Terms. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.
2. Nothing in these Terms grants you any legal rights in the Services other than as necessary to enable you to access the Services. You agree not to adjust to try to circumvent or delete any notices contained on the Services (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Services.

Your Content

1. When you use our Services, you provide us with User Content. You grant us a royalty-free licence to use your User Content to the extent necessary to provide the Services to you. Our Services includes features that include thumbnails and document rendering, file management, and collaboration. Features such as the aforementioned may require our systems to access, store, and modify your User Content, and you hereby consent to us and our third parties providers (where such features require their assistance) doing so.
2. You retain ownership and Intellectual Property Rights in your User Content. This means, for example, that you remain the owner of your User Content and are free to use it elsewhere as you see fit.
3. Our Services enable you to share your User Content with third parties if you so wish. Please note User Content so uploaded can be accessed by links which are not indexed by search engines, so please use caution if you choose to upload User Content that you deem or know to be confidential or commercially sensitive.

5. Software

1. Software may be made available for you to download in order to help the Services work better. You may only use such software if you agree to be bound by the terms and conditions that apply to such software (this is sometimes known as an ‘end user licence agreement’ or ‘EULA’). You will be made aware of any terms and conditions that apply to the software when you try to download or when you try to install it. If you do not accept such terms and conditions, you will not be allowed to download or install the software. You should read any terms and conditions carefully to protect your own interests.

6. User Credentials

1. To access or use certain parts of the Services, you may be required to register as a member. Access or use of certain parts of the Services may not be available to you if you do not register. Registration is generally free as there are no paid features relating to the Services for the time being, but we reserve the right (although are not obliged) to introduce them in the future and to update these Terms accordingly.
2. When registering as a member, you must provide us with accurate, complete and up-to-date registration information, as requested. It is your responsibility to inform us of any changes to your registration information. We will treat your personal information strictly in accordance with our Privacy Policy.
3. You impersonate or create a membership for any person other than yourself. We may at any time request a form of identification to verify your identity.
4. You must also ensure the security and confidentiality of your membership details, including any username and/or password assigned to you. You are wholly responsible for all activities which occur under your membership details (including unauthorised use of your credit card). You must notify us immediately if you become aware of any unauthorised use of your membership details. You must not permit your membership details to be used by or transferred to any other person.
5. We reserve the right to, in our sole discretion, suspend or terminate your membership or access to all or any part of the Services, including if we believe you are abusing the Services in any way, have breached these Terms or are no longer an active member.

7. Your Conduct

1. You are responsible for your conduct when using our Services. You agree not to abuse or misuse the Services, or to aid or procure another party to do so. In particular, you must not (and must not aid or procure another party) and must not attempt to:
   1. probe, scan, or test the vulnerability of any system or network;
   2. breach or otherwise circumvent any security or authentication measures;
   3. access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
   4. decompile, reverse engineer or disassemble the Services;
   5. download, reproduce, transfer, publish, redistribute, adapt, creative derivative works from, or make extracts of the Services or any content or information within it (or any part of it) except for User Content;
   6. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
   7. access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
   8. send unsolicited communications, promotions or advertisements, or spam;
   9. send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
   10. promote or advertise products or services other than your own without appropriate authorization;
   11. abuse referrals or promotions to get more storage space than deserved;
   12. circumvent storage space limits;
   13. sell the Services or make and/or distribute copies of any part of the Service unless specifically authorized to do so;
   14. harass, abuse, harm, stalk, threaten or otherwise offend others;
   15. store, publish or share or store content that is pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
   16. store, publish or share material that is fraudulent, defamatory, or misleading;
   17. advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
   18. impersonate any person or entity;
   19. solicit money, passwords or personal information from any person;
   20. violate or infringe (or could reasonably be expected to violate or infringe) the Intellectual Property Rights of others;
   21. violate the privacy or infringe the rights of others or exploit them in any way;
   22. promote or provide information about unlawful activities or conduct; or
   23. violate any laws.
2. We may review your conduct and User Content for compliance with these Terms from time to time, but are not obliged to do so. We may also decide, in our sole discretion, to pre-screen, move, refuse, modify, delete and/or disable any User Content which fails to comply with these Terms.

8. Accuracy of information and availability of the Services

1. While we try to make sure that the Services is accurate, up-to-date and free from bugs, we cannot promise that it will be. Any reliance that you may place on the information on or operation of the Services is at your own risk.
2. While we try to make sure that the Services is available for your use, we do not promise that the Services is available at all times nor do we promise the uninterrupted use by you of the Services. You are responsible for backing up, to your own computer or other device, any important documents, images or other User Content that you store or access via the Services.
3. To the fullest extent permitted by law, we, our affiliates, suppliers, and distributors make no warranties, either expressed or implied, about the Services. The Services are provided "as is". We also disclaim any warranties of merchantability or fitness for a particular purpose.

9. Third Party Content

Hyperlinks and third party websites

1. The Services may contain hyperlinks or references to third party websites other than the Services. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party websites does not mean that we endorse that third party's website, products or services. Your use of a third party website may be governed by the terms and conditions of that third party website.

   Third party infrastructure

2. In providing our Services to you, we make use of software and services provided by various third-party services, including Amazon Web Services, Inc and Compose, Inc. (and/or its affiliates), and are required to comply with their terms as listed here (http://goodnotes.com/terms/third_party_services.md) You agree that you will not through either your acts or your omissions in connection with your use of the Services cause us to breach the Third-Party Terms.

10.  Termination and Suspension

1. You may stop using the Services at any time you wish. In particular, if you do not agree with or accept any of these Terms (or updates thereto), you should stop using the Services immediately, and such discontinuation of your use of the Services shall constitute your only remedy.
2. We reserve the right to suspend or terminate your access to the Services immediately if:
   1. you are in breach of these Terms;
   2. you use the Services in a manner which would cause a real risk of harm or loss to us or others; or
   3. if any third party providers whose software and services we require to provide the Services suspend or terminate the provision of their software and services to us.
3. We reserve the right to suspend or terminate your access for any other reason or no reason, provided that if we do so, we will give you not less than 1 week’s notice before doing so.
4. Upon termination of your access to the Services and any portions thereof howsoever arising, we may also terminate your access to your User Content and/or delete or disable your User Content. Any individual components of the Services that you may have used subject to separate software license agreements will also be terminated in accordance with those license agreements.

11.  Discontinuation

We may decide to discontinue the Services for any reason or no reason. If we do so, we will endeavour to give you reasonable prior notice of us doing so, although such notice may not be possible if the discontinuation is due to unforeseen circumstances beyond our control or due to the need to comply with a legal requirement.

12.  Limitation on our liability

1. We are not legally responsible for any consequential, indirect or special losses you may suffer or incur in relation to the use of our Services and any User Content. In addition, we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation; loss of goodwill; or any damage or alteration to any devices or equipment that may be used to register for, install, download, access or use the Services.
2. We shall have no liability to you for any breach of these Terms, or any delays or failures in relation to the Services, which result from any events or circumstances beyond our reasonable control, including: strikes, lock-outs or other industrial disputes; delays or failures in systems, networks or internet access; flood, fire, explosion or accident; acts of war or legal restrictions.
3. Notwithstanding any other provision in these Terms, whenever we exclude liability in these Terms, we do not exclude or limit our liability in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or for any other losses which cannot be excluded or limited by applicable law.
4. You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ legal costs, made by a third party, relating to or arising from any breach of the Terms by you.

13.  Rights of third parties

No one other than a party to these Terms has any right to enforce any of these Terms.

14.  Variation

No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this paragraph. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Services and by continuing to use and access the Services following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.

15.  Infringements Of Intellectual Property Rights

We respect the Intellectual Property Rights of others and ask that you do as well. We therefore reserve the right to delete or disable content (including User Content) alleged to be infringing Intellectual Property Rights, including upon receiving infringement notices that are compliant with applicable laws. We also reserve the right, without prejudice to any other remedies we may have, the right to infringe and terminate your membership if you are responsible for such infringement.

16.  Entire Agreement

These Terms (and any documents referenced in these Terms) constitute the entire agreement between you and us with respect to the subject matter of these Terms, and supersede and replace any prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. Neither you nor us have any claim for innocent or negligent misrepresentation against each other on the basis of any statement in these Terms.

17.  Waiver, Severability and Assignment

1. If we fail to enforce a provision of these Terms, that will not constitute a waiver of our right to do so later.
2. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable provision will be substituted reflecting our intent as closely as possible.
3. You must not assign any of your rights and/or obligations under these Terms, and any such attempt will be void. We may assign our rights and/or obligations to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

18.  Disputes

1. If you are unhappy with us please contact us as soon as possible, and we will attempt to address your issues quickly and efficiently.
2. These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") and the parties shall irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.