Terms of Use for Marketplace

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Last Updated: August 2023

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These Terms (“Terms of Use for Marketplace”) are made by and between Goodnotes Limited, a private limited company with its registered office at 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX and with company number 12889528 (“we”, “our”, “us”, or “Goodnotes”), and you, the user (“you”, “your” or “User”).

The Terms of Use for Marketplace supplements the information contained in our Terms and Conditions and Privacy Policy. The Terms of Use for Marketplace are meant to cover our activities in relation to Goodnotes online marketplace (“Goodnotes Marketplace”). Goodnotes Marketplace is a platform for digital templates, planners, papers, stickers, covers, free content and elements to spruce up your notes (“Products”).

BY CLICKING THE “I AGREE” BUTTON BELOW OR BY DOWNLOADING OR PURCHASING THE PRODUCTS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE FOR MARKET PLACE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE FOR MARKET PLACE, YOU MAY NOT DOWNLOAD OR PURCHASE THE PRODUCTS.

Any new features or tools added to the current Goodnotes Marketplace shall also be subject to the Terms of Use for Marketplace. You can review the most current version of the Terms of Use for Marketplace at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use for Marketplace by posting updates and changes. We may also alter these Terms of Use for Marketplace from time to time, for example, to reflect changes in relevant laws and regulatory requirements. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website after posting any changes constitutes acceptance of those changes.

These Terms of Use for Marketplace do not apply to customers who Purchased in the course of business. 

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Definitions and Interpretation
Access to Goodnotes Marketplace
Account
Intellectual Property Rights
Restrictions on how you can use Goodnotes Marketplace?
Pricing
Descriptions and Changes
Paid Product and Purchase
Your Rights to Cancel and End the Contract
Disclaimers
Our Liability
Viruses, Malware and Security
Contacting Us
Communications and Important Information
Data Protection
Governing Law and Jurisdiction
Other Important Terms

  1. 1. Definitions and Interpretation

    1. In these Terms of Use for Marketplace, unless the context otherwise requires, the following expressions have the following meanings:

      "Account"
      means an account required for a User to access and/or use certain areas of Goodnotes Marketplace, as detailed in Clause 3;
      "Content"
      means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Goodnotes Marketplace;
      "Discounts"
      means Goodnotes may, from time to time, roll out special offers, promotional deals, and money-off vouchers, which shall only be valid during the period of validity and subject to the conditions of each offer. Discounts may not be converted into the sum of money reimbursable or payable to the User. Discounts may only be used by the User to whom they are granted and shall not be transferable to third parties. They shall be subtracted from the value of the Purchase, including any tax. Unless otherwise mentioned in a specific Discount offer, the User shall be barred from using several Discounts cumulatively when placing a Purchase;
      "Paid Product"
      means Products and other digital Content made available for sale via Goodnotes Marketplace;
      "Purchase"
      means purchase of Products via Apple Store;
      "Pricing", "Price"
      means price of the Product;

  2. 2. Access to Goodnotes Marketplace

    1. Access to Goodnotes Marketplace is free of charge.
    2. It is your responsibility to make any and all arrangements necessary in order to access the Goodnotes Marketplace.
    3. Access to Goodnotes Marketplace is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Goodnotes Marketplace (or any part of it) at any time and without notice. We will not be liable to you in any way if the Goodnotes Marketplace (or any part of it) is unavailable at any time and for any period.

  3. 3. Account

    1. Certain parts of the Goodnotes Marketplace (including the ability to purchase a Paid Product) may require an Account in order to access them.
    2. You may not create an Account if you are under 16 years of age. If you are under 16 years of age and wish to use the parts of the Goodnotes Marketplace that require an Account, your parent or guardian should create the Account for you and you must only use the Account with their supervision.
    3. When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
    4. We require that you choose a strong password for your Account, consisting of a combination of lowercase and uppercase letters, numbers, and symbols. We will not be liable for any unauthorised use of your Account.
    5. You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
    6. Any personal information provided in your Account will be collected, used, and held in accordance with your rights and our obligations under the law, as set out in our Privacy Policy.

  4. 4. Intellectual Property Rights

    1. All Products and Content included on Goodnotes Marketplace and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us.
    2. Subject to sub-Clauses 4.3 and 4.6 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Product or the Content from Goodnotes Marketplace unless given express written permission to do so by us.
    3. You may:
      1. Access, view and use Goodnotes Marketplace
      2. Purchase any Paid Product where we have provided a link enabling you to do so once you have the Paid Product;
      3. Print and download one copy of the Paid Product page(s) from Goodnotes Marketplace;
      4. Save the Paid Product from Goodnotes Marketplace once Purchased for later and/or offline viewing.
    4. Our status as the owner and author of the Products and the Content on Goodnotes Marketplace (or that of identified licensors, as appropriate) must always be acknowledged.
    5. You may not use any Products and Content printed, saved or downloaded from Goodnotes Marketplace for commercial purposes without first obtaining a licence from us (or our licensors, as appropriate) to do so.
    6. Nothing in these Terms of Use for Marketplace limits or excludes the fair dealing provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’ and/or all other applicable laws, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.

  5. 5. Restrictions on how you can use Goodnotes Marketplace?

    1. Please go to our Terms and Conditions Section 3.5 to review the restrictions that explain when you use the Goodnotes Marketplace, what you must not and must not attempt to do.
    2. Using the Paid Products in an unlawful way (such as reproducing or redistributing it in a way that breaches these Terms of Use for Marketplace and any other terms and conditions, including Section 3.5 that apply to it) is expressly prohibited and may result in civil and criminal penalties.

  6. 6. Pricing

    1. You can purchase a Paid Product by using Apple purchasing services (“In-App Purchase”). All sales are final.
    2. All applicable Pricing are set alongside the Products on the site. They may differ from the Price we offer in one country to another for the same Products. Such Price is subject to change at any time at our own discretion. Additionally, to the extent that we offer a Discount in connection with any particular item, the terms of such offer shall be outlined in a separate document that shall govern its applicability (and, in the event of a conflict herewith, be considered the governing document). You will be responsible for the Price stated at the time of your transaction and any: (i) sales, use and related taxes. A Paid Product may be Purchased using your Apple Pay wallet or use of a bona-fide electronic payment provider and or other methods via the App store. Your account with the bank or Apple Pay will be charged. By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation (ii) When you make an In-App Purchase, you agree and acknowledge that you are doing so through Apple iTunes and Goodnotes is not a party to this transaction. When you make an In-App Purchase, you are agreeing to Apple’s applicable Terms and Conditions.
    3. We reserve the right to reject, cancel, correct and terminate any Purchase for any reason whatsoever in our sole discretion. Should there be an error in the price of the Paid Product, we will notify you, and you may either choose not to purchase the Paid Product or purchase the Paid Product at the corrected cost.
    4. We may change from time to time in our sole discretion the Price of the Paid Product and offer Discounts; the Discounted Products will be available for a limited time.
    5. You are responsible for any costs you, or we incur due to incomplete,  untrue, inaccurate or out-of-date information you provide to us.
    6. We reserve the right to cancel any Product that may violate the intellectual property rights of a third party and will notify you that the order has been cancelled.

  7. 7. Descriptions and Changes

    1. We make all reasonable efforts to ensure that all descriptions and images of Products available from us on Goodnotes Marketplace match the actual Products. Please note:
      1. Images of Products are for illustrative purposes only. There may be slight variations in colour between the image of a Product and the actual Product due to differences in computer or device displays and lighting conditions and, in the case of Product, variations resulting from your specific requirements.
    2. Please note that Part 7.1 does not exclude our responsibility for mistakes due to our negligence. It refers only to minor variations in the correct Products, not two different Products altogether. If you receive Products that are not as described, please refer to below for refund.
    3. Minor changes may be made to certain Products from time to time. Minor changes may be made, for example, to reflect changes in relevant laws and regulatory requirements or to address particular technical or security issues. Minor changes will not change the main characteristics of the Products and will not affect your use of them.

  8. 9. Your Rights to Cancel and End the Contract

    1. If the Paid Product is faulty or misdescribed, you may have a legal right to end the contract, to have the Paid Product replaced, or to get a full or partial refund. Please refer to the clause that deals with refund, below, for more information.
    2. If you are a consumer and have changed your mind, you may have a legal right to a “cooling-off period” within which you can end the Contract for any reason. Please refer to below for more information.
    3. Where required by applicable law only, where you have Paid Product you have a period of fourteen days (14) (or other time period required by applicable law) to exercise your statutory right of withdrawal from the Purchase without penalty and without giving any reason. This period shall begin from the date that you agree to Purchase the relevant Paid Product, provided you are not in breach of this Intellectual Property Rights, you will be entitled to a full refund. For avoidance of doubt, these withdrawal rights only apply where required by applicable law. All refunds due to you will be made using the same method used by you when Purchased the Paid Product. You will be refunded the Price paid for the Paid Product, subject to these Terms.

  9. 10. Disclaimers

    1. Nothing on Goodnotes Marketplace constitutes advice on which you should rely. It is provided for general information purposes only.
    2. Insofar as is permitted by law, we make no representation, warranty, or guarantee that Goodnotes Marketplace will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. For more details concerning your rights and remedies as a consumer where required by applicable law.
    3. We make reasonable efforts to ensure that the Products on Goodnotes Marketplace are complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Products are complete, accurate, or up-to-date. Please note that this exception does not apply to information concerning a Paid Product for sale through Goodnotes Marketplace.

  10. 11. Our Liability

    1. The provisions of this Clause 11 apply only to the use of Goodnotes Marketplace and the Paid Product. To the fullest extent permissible by law, we accept no liability to any you for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Goodnotes Marketplace or the use of or reliance upon any Products and including Paid Product included on Goodnotes Marketplace.
    2. To the fullest extent permissible by law, we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Goodnotes Marketplace or any Products and Paid Product) included on Goodnotes Marketplace.
    3. If you are a business user, we accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
    4. We exercise all reasonable skill and care to ensure that Goodnotes Marketplace is free from viruses and other malware. However, we accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Goodnotes Marketplace (including the downloading of any Products) or any other site referred to on Goodnotes Marketplace.
    5. Nothing in these Terms of Use for Goodnotes Marketplace excludes or restricts our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

  11. 12. Viruses, Malware and Security

    1. We exercise all reasonable skill and care to ensure that Goodnotes Marketplace is secure and free from viruses and other malware.
    2. You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
    3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Goodnotes Marketplace.
    4. You must not attempt to gain unauthorised access to any part of Goodnotes Marketplace, the server on which Goodnotes Marketplace is stored, or any other server, computer, or database connected to Goodnotes Marketplace.
    5. By breaching the provisions of this clause, you may be committing a criminal offence under the applicable law. Any and all such breaches will be reported to the relevant law enforcement authorities and we will cooperate fully with those authorities by disclosing your identity to them. Your right to use Goodnotes Marketplace will cease immediately in the event of such a breach.

  12. 13. Contacting Us

    1. You can get in touch with us via support@goodnotes.com or by using any of the methods provided in our Terms and Conditions.

  13. 14. Communications and Important Information

    1. If we have your contact details (if, for example, you have an Account) we may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to the Products, changes to these Terms of Use for Marketplace and changes to your Account.
    2. We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time.

  14. 15. Data Protection

    1. We will only use your personal information as set out in Our Privacy Policy.

  15. 16. Governing Law and Jurisdiction

    1. These Terms of Use for Marketplace, our website and any information contained in it will be governed by the laws of England and Wales, and the courts of England and Wales will have non-exclusive jurisdiction to hear any dispute arising from these. You agree that the courts of England shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use for Marketplace, the Goodnotes Services or the legal relationship established by them, and for those purposes irrevocably submitted to the jurisdiction of the English Courts.
    2. For the exclusive benefit of Goodnotes, Goodnotes shall also retain the right to bring proceedings against you in the courts of the country of your residence or, where these Terms of Use for Marketplace are entered into in the course of your trade or profession, the country of your principal place of business.

  16. 17. Other Important Terms

    1. You may not transfer (assign) your obligations and rights under these Terms of Use for Marketplace (and under the contract, as applicable) without our express written permission.
    2. We will use reasonable efforts to delete and remove any content that infringes intellectual property rights. If you believe that any content which is distributed or published by the Goodnotes Marketplace is inappropriate, defamatory or infringing on intellectual property rights, you should contact us immediately via support@goodnotes.com and or by completing the Take Down Request form, found in our Help Centre.
    3. When you contact us in this way, we will ask you for your name and email address. We will treat this data in line with our privacy policy.
    4. The contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Use for Marketplace.
    5. If any of the provisions of these Terms of Use for Marketplace are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms of Use for Marketplace shall be valid and enforceable.
    6. No failure or delay by us in exercising any of our rights under these Terms of Use for Marketplace means that we have waived that right, and no waiver by us of a breach of any provision of these Terms of Use for Marketplace means that we will waive any subsequent breach of the same or any other provision.

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