Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and NoteHelix (“NoteHelix,” “we,” “us,” or “our”) regarding the hosted collaborative workspace service at notehelix.com and related domains (the “Cloud Service”). By creating an account, accessing, or using the Cloud Service, you agree to these Terms.

If you use the Cloud Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

Related documents: Privacy Policy, Acceptable Use Policy, GDPR notice, and California privacy notice.

1. The Cloud Service

NoteHelix Cloud provides collaborative workspace features that may include notes, tasks, calendar, kanban, chat, and related modules. Features may change over time, especially while the product is in Early Access. We may add, modify, or discontinue features with reasonable notice when practicable.

The NoteHelix software may also be available for self-hosting under an open-source license (including AGPL-3.0 where applicable). Self-hosted instances are operated by you or a third party, are not billed by us as Cloud subscriptions, and are not covered by Cloud support or uptime commitments unless we separately agree in writing.

2. Eligibility and accounts

• You must be at least 16 years old (or the higher age of digital consent in your jurisdiction) to use the Cloud Service.
• You must provide accurate registration information and keep it updated.
• You are responsible for safeguarding credentials and for activity under your account, except for unauthorized access caused solely by our failure to implement reasonable security measures.
• Notify us promptly at contact@notehelix.com if you suspect unauthorized access.
• We may refuse registration, reclaim usernames, or require additional verification to protect the service.

3. Workspaces and your content

You retain ownership of content you create or upload (“Customer Content”). You grant NoteHelix a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, sync, back up, and otherwise process Customer Content solely as needed to operate, secure, and improve the Cloud Service and to comply with law.

You represent that you have all rights needed to submit Customer Content and to grant the license above, and that Customer Content does not violate law or third-party rights.

Workspace owners and admins control invitations and permissions. If you join someone else’s workspace, your access may be limited or revoked by that workspace’s administrators.

End-to-end encrypted vault content is protected such that NoteHelix operators cannot ordinarily read vault plaintext. Loss of keys or recovery material under your control may make vault data permanently unrecoverable by us.

4. Acceptable use

You must comply with our Acceptable Use Policy. We may investigate suspected violations and suspend or terminate access as described there and in these Terms.

5. Plans, trials, and billing

Free and paid plan features are described on our Pricing page and may change. Paid subscriptions are billed through Stripe. By starting a paid plan, you authorize recurring charges according to the selected billing period until you cancel.

Unless otherwise stated, fees are non-refundable except where required by law or where we agree in writing after reviewing a request sent to contact@notehelix.com. Canceling typically continues access through the end of the then-current paid period.

Taxes may apply. You are responsible for applicable taxes except those based on our net income.

We may change prices with notice. Continued use after the effective date of a price change constitutes acceptance of the new price for subsequent renewal periods.

6. Intellectual property

NoteHelix and its licensors own the Cloud Service software, branding, documentation, and related intellectual property, excluding Customer Content. These Terms do not grant you any right to use NoteHelix trademarks except as needed to identify your use of the service.

Feedback you send us may be used by NoteHelix without restriction or obligation to you.

7. Third-party services

The Cloud Service may integrate with or depend on third-party services (for example, Stripe for payments). Your use of third-party services may be subject to their terms and privacy policies. We are not responsible for third-party services we do not control.

8. Availability and support

During Early Access and thereafter, the Cloud Service is provided on an “as is” and “as available” basis. We aim for reliable operation but do not guarantee uninterrupted, error-free, or completely secure service. Scheduled maintenance, incidents, or force majeure events may affect availability.

Support is provided by email at contact@notehelix.com. We do not offer telephone support under these Terms.

9. Suspension and termination

You may stop using the Cloud Service at any time and may request account deletion by emailing contact@notehelix.com or using in-product controls when available.

We may suspend or terminate access immediately if you breach these Terms or the Acceptable Use Policy, if required by law, if your use creates security or legal risk, or if fees remain unpaid. We may also discontinue the Cloud Service with reasonable notice when practicable.

Upon termination, your right to access the Cloud Service ends. We may delete Customer Content after a commercially reasonable period, subject to legal retention needs and our Privacy Policy. You are responsible for exporting data before termination when possible.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTEHELIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE CLOUD SERVICE WILL MEET YOUR REQUIREMENTS OR BE FREE OF DEFECTS OR HARMFUL COMPONENTS.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTEHELIX AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE CLOUD SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE CLOUD SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO NOTEHELIX FOR THE CLOUD SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) FIFTY U.S. DOLLARS (US $50) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS.

Some jurisdictions do not allow certain limitations; in those cases, the limitations apply to the fullest extent permitted.

12. Indemnification

You will defend and indemnify NoteHelix against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from your Customer Content, your use of the Cloud Service in violation of these Terms or law, or your infringement of another person’s rights.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules, unless mandatory consumer protection laws in your country of residence require otherwise. Courts located in Delaware will have exclusive jurisdiction over disputes, except that we may seek injunctive relief in any jurisdiction to protect our intellectual property or the security of the service, and except where mandatory law gives you the right to bring claims in your local courts.

14. Changes to these Terms

We may update these Terms by posting a revised version and updating the “Last updated” date. Material changes will be communicated with additional notice when appropriate. Continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Cloud Service.

15. General

These Terms, together with the Acceptable Use Policy and Privacy Policy, are the entire agreement between you and NoteHelix regarding the Cloud Service. If any provision is unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a corporate transaction. There are no third-party beneficiaries except as expressly stated.

16. Contact

Questions about these Terms: email contact@notehelix.com only. We do not provide telephone support for legal or account inquiries under these Terms.