Terms of Use

Last updated: 2026-10-05. Effective: 2026-10-05.

These Terms of Use govern your use of Kodanote, offered by Solidmatics Inc. We know it is tempting to skip a document like this. Please do not. It sets out what you can expect from us, what we expect from you, and how we handle content you publish through the Service. It is a binding contract, and you must read and accept it in full to use Kodanote.

Please read the following carefully.

BY CLICKING “I ACCEPT” OR A SIMILAR BUTTON, BY CREATING AN ACCOUNT, OR BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR USE OF THE SERVICE, AGREE TO BE BOUND BY, THESE TERMS OF USE AND ANY ADDITIONAL TERMS WE MAKE AVAILABLE FROM TIME TO TIME (TOGETHER, THE “TERMS”). OUR PRIVACY POLICY AT https://www.kodanote.com/legal/privacy-policy/ EXPLAINS HOW WE HANDLE PERSONAL DATA. If you are not eligible, or do not agree to the Terms, you do not have our permission to use the Service.

ARBITRATION NOTICE. Except for the kinds of disputes described in Section 21 (Dispute Resolution and Arbitration), you agree that disputes between you and Solidmatics will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SOLIDMATICS EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. You may opt out of arbitration within 30 days as described in Section 21 (Dispute Resolution and Arbitration).

1. Acceptance of These Terms

1.1 The Parties

These Terms are a contract between you and Solidmatics Inc., a Delaware corporation, with its address at 1111B S Governors Ave STE 25028, Dover, Delaware 19904, USA (“Solidmatics”, “we”, “us” or “our”). “Kodanote” or the “Service” means the Kodanote website at https://www.kodanote.com, the Kodanote web dashboard, the Kodanote iOS and Android apps, any application programming interfaces we make available, and related services we provide.

1.2 How You Accept

You accept these Terms by checking a box or clicking a button that refers to them when you create an account, create or join an Organization, or are asked to accept an updated version. Where the Service does not present such a step, you accept these Terms by accessing or using the Service. Where the Service records your acceptance, we keep a record of the version you accepted and when. Your use of the Service, and our provision of the Service to you, is an agreement by you and by Solidmatics to be bound by these Terms.

1.3 Acceptance on Behalf of an Organization

If you create or join an organization workspace in the Service, or otherwise use the Service on behalf of a company, agency or other legal entity, “you” means that entity and each individual using the Service on its behalf. The individual who creates an Organization, or who accepts these Terms for an entity, represents and warrants that they have authority to bind that entity, and the entity agrees to be bound by these Terms and is responsible for every person who uses the Service under its workspace. An individual who joins an existing Organization by invitation agrees to these Terms personally and acts on that Organization’s behalf within the access it grants.

1.4 Additional Terms

Some features are subject to additional terms, policies or guidelines that we post in the Service or link from these Terms, for example terms for a promotion or a beta feature, where we offer them. Additional terms are incorporated into these Terms by reference for the feature they cover. If an additional term conflicts with these Terms, the additional term governs for that feature, except that Section 4 (Eligibility and Business Use) and Section 18 (Indemnity) through Section 22 (Governing Law) of these Terms always prevail unless the additional terms state expressly that they replace the named Section.

2. Definitions

“Connected Platform” means any third-party social network, publishing destination or other online service that you connect to the Service so that the Service can act on your account there. The Connected Platforms available at any time are shown in the Service.

“Content Services” means managed content production that we may offer, in which we prepare drafts, content or other deliverables according to a content plan you configure, as described in Section 8 (Content Services).

“Deliverables” means drafts, text, images, captions, plans and other materials that we prepare and deliver to you through Content Services.

“Organization” means a workspace in the Service shared by one or more users, and the legal entity on whose behalf it is used.

“Organization Admin” means a user who holds an administrator role in an Organization in the Service.

“Output” means text, images, descriptions, transcripts, suggestions or other material produced by AI Features, as described in Section 9 (Artificial Intelligence Features).

“Post” (as a verb) means to submit, upload, record, publish, schedule or otherwise transmit content to or through the Service, and “User Content” means any content you Post, including posts, drafts, ideas, notes, images, video, audio, recordings, documents, files, links, configurations and any Output you choose to keep or use.

“Recording” means audio or other content captured with a recording feature of the Service, including voice notes and recordings of meetings or calls.

3. The Service

3.1 Overview

Kodanote helps businesses plan, produce and publish content. Depending on your plan and on the features available at the time, the Service may include, for example:

Publishing and scheduling. Composing posts and publishing them to Connected Platforms immediately or at a scheduled time, with a calendar to plan and reschedule them.
Comments, reviews and performance. Where the Service offers it for a Connected Platform, reading the comments on your content or the reviews of your business, replying to them, and seeing how your channels perform.
Idea capture. Saving ideas, notes, files and attachments, including audio files, and recording voice notes and meetings with the mobile app.
Content Services. Managed content production based on plans, rules and assets you configure, as described in Section 8 (Content Services).
AI Features. Automated drafting, image description, transcription, file analysis and assistant features, as described in Section 9 (Artificial Intelligence Features).
Collaboration. Organization workspaces in which members share channels, ideas, files and posts.
Apps and interfaces. The web dashboard, the iOS and Android apps, and any API we offer.

Not every feature is available on every plan, in every app, or for every Connected Platform. The features available to you are those shown in the Service at the time you use it.

3.2 Scheduled Publishing

When you schedule a post, you instruct us to publish it to the selected Connected Platforms at the time you set or, if you choose an option that picks the time for you (for example, the next available posting slot), at the time the Service assigns, and we do so without asking you again. A post set to publish immediately is sent as soon as you confirm it. You are responsible for reviewing each post before you schedule or publish it, and for deleting or rescheduling a scheduled post before its scheduled time if you no longer want it published then. Content that has already been sent to a Connected Platform cannot be recalled by the Service. Files you attach to a post may be sent to a Connected Platform exactly as you uploaded them, including any metadata embedded in them, such as location, camera or author data. Remove any metadata you do not want to share before you upload a file.

3.3 Changes to the Service

We may add, change, limit or discontinue any feature of the Service at any time. Where reasonably practicable, we will give you advance notice of a change that materially reduces functionality you have paid for. We will have no liability for any change to the Service, or for any suspension or discontinuation of it, except as expressly provided in these Terms or required by law. You should keep your own copies of User Content so that you have them if a change to the Service affects your access to it.

3.4 Support

Unless we have agreed otherwise with you in writing, support is provided at our discretion, in English, through [email protected] and any support channels shown in the Service. We do not promise response times or availability levels unless a written agreement with you says so.

3.5 Beta Features

We may label some features as beta, preview, experimental or similar. Those features may be incomplete, may change or be withdrawn without notice, and are provided without any warranty in addition to the disclaimers in Section 19 (Disclaimers).

4. Eligibility and Business Use

4.1 Age

You must be at least 18 years old to use the Service. We do not knowingly allow anyone under 18 to use the Service.

4.2 Business Use Only

The Service is offered only for use in a trade, business, craft or profession, whether by a company, an agency, a freelancer, a sole trader or an individual creator acting commercially. By using the Service you represent that you are acting for business purposes and not as a consumer, and that the Service is not being used for personal, family or household purposes. If mandatory law in your country nonetheless treats you as a consumer, nothing in these Terms limits rights that law makes non-waivable.

4.3 Representations

By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) if you create an Organization or accept these Terms for an entity, you have authority to bind that entity; (d) your registration and use of the Service comply with all laws that apply to you; (e) you are not located in, organized under the laws of, or ordinarily resident in a country or territory that is subject to a comprehensive United States government embargo, and you are not listed on any United States government list of prohibited, sanctioned or restricted parties; and (f) you will not use the Service in violation of any export control or sanctions law.

5. Accounts and Organizations

5.1 Registration

To use most features you must register for an account. Sign-in, sessions and Organization membership are provided through our authentication provider. You agree that the information you provide during registration and afterwards is accurate, complete and not misleading, and that you will keep it up to date.

5.2 Organizations and Roles

Work in the Service happens inside Organizations. Organization Admins control who is invited to and removed from an Organization, what roles members hold, and the Organization’s settings. Unless the Service states that an action is limited to certain roles, every member of an Organization can take every action available in its workspace, including connecting and removing Connected Platforms, creating, scheduling, publishing and deleting posts, and adding, viewing and deleting ideas and files. Admit only people you trust with that access. The Organization is responsible for the actions of its members and for choosing who it admits. Posts a member has scheduled stay scheduled after that member leaves or is removed, unless another member deletes them. If you leave an Organization or are removed from it, you lose access to its workspace and content. Content you added to an Organization is controlled by that Organization, as described in Section 11.1 (Ownership), and stays in its workspace after you leave, are removed, or delete your account.

5.3 Account Security

You are responsible for maintaining the confidentiality of your sign-in credentials and any second factor, and for all activity that occurs under your account. You must use reasonable security measures on the devices you use to access the Service. If you believe your account, an Organization you belong to, or a Connected Platform has been compromised, notify us promptly at [email protected] and take steps to secure the affected account. Download and preview links that the Service creates for your files work for anyone who has the link until the link expires, so share them only with people who may see the file.

5.4 One Person per Account

An account belongs to one natural person and may not be shared. If you need several people to work in the Service, invite them to your Organization.

6. Plans, Fees and Payment

6.1 Plans

We may offer the Service under free, trial and paid plans. If and when we offer paid plans, their features and prices are described on our website at https://www.kodanote.com/ or in the Service, and Section 6.2 (Fees) through Section 6.8 (Payment Processing) apply to them. We may change, limit or withdraw free or trial access at any time.

6.2 Fees

If you select a paid plan, you agree to pay the fees for that plan. Fees are stated in United States dollars unless the Service states otherwise, are exclusive of taxes, and are non-refundable except where these Terms or applicable law require a refund. Before you pay, you will be shown the fees you will be charged.

6.3 Taxes

You are responsible for all sales, use, value added, goods and services, withholding and similar taxes that apply to your purchase, other than taxes on our net income. If we are required to collect taxes, we will add them to your invoice or charge. If you are required to withhold taxes, you will increase your payment so that we receive the full amount of the fees.

6.4 Automatic Renewal

Paid subscriptions renew automatically at the end of each subscription period for a period of the same length unless you cancel before the renewal date or we terminate the subscription. You authorize us and our payment processor to charge the payment method on file for each renewal, including applicable taxes. If a renewal charge fails, we may retry it and may suspend or downgrade the subscription until payment succeeds.

6.5 Price Changes

We may change fees. We will give you at least 30 days’ notice of a price increase that affects your current subscription, by email or in the Service, and the new price will apply from your next renewal after the notice period. If you do not agree to the new price, cancel before that renewal.

6.6 Cancellation

You may cancel a paid subscription at any time through your account settings in the Service, where that option is offered, or by emailing [email protected]. Cancellation takes effect at the end of the current subscription period, and you keep access to the paid features until then. Cancellation must be received before the renewal date to avoid being charged for the next period.

6.7 Non-Payment

If any amount is due and unpaid, we may suspend or limit access to paid features, and after reasonable notice may terminate the subscription or the account. You are responsible for reasonable costs of collecting overdue amounts where the law allows. Delinquent amounts may also be subject to interest at the lower of 1.5 percent per month or the highest rate permitted by law.

6.8 Payment Processing

Where we offer paid plans, payments are handled by a third-party payment processor under its own terms. We do not store full payment card numbers on our systems. If you buy a subscription through an app store, the store’s terms govern payment, renewal, cancellation and refunds for that purchase, and you manage it through the store.

6.9 Promotions

We may make promotional offers, discounts or credits available to some customers on different terms. A promotion applies to you only if it is made to you, and only on the terms stated in the promotion.

7. Connected Platforms

7.1 Authorization to Act on Your Behalf

When you connect a Connected Platform, you authorize us to access that account and to act on it as you direct through the Service, for example to read basic profile information, to publish or schedule content you create or approve, to retrieve the result of a publishing attempt and, where the Service offers it for that platform, to read the comments, reviews and performance figures of that account and to send replies you write or approve. We act only on your instructions given through the Service. Each publication is initiated by you or by a member of your Organization, by creating, scheduling or approving a post, or by enabling a setting that publishes on your behalf as described in Section 8.3 (Your Review and Approval). Each reply to a comment or a review is sent by you or by a member of your Organization.

7.2 Your Obligations to Each Platform

You are responsible for complying with the terms of service, community guidelines, developer and automation rules, advertising and commercial disclosure rules, AI-content labeling rules, and other policies of each Connected Platform you use, both for the content you publish and for the way you use the platform. Content that violates a platform’s rules may be removed, restricted or penalized by that platform, and we may refuse to publish it or remove it from the Service. You must have the right to connect each account you connect, and you may connect an account that belongs to someone else, such as a client, only with that person’s authority.

7.3 Platform Changes, Outages and Rejections

Connected Platforms are operated by third parties under their own terms, and we do not control them. A platform may change or withdraw its API, impose rate limits, change what content is allowed, reject or delay a post, remove published content, suspend or restrict your account, or revoke our access, at any time and without notice to us. We are not responsible for those events, for any failure of a post to publish as a result, or for the platform’s use of information you send to it through the Service. We may suspend or remove a platform connection if the platform requires us to do so.

7.4 Removing a Connected Platform

You may remove a Connected Platform at any time in the Service, after confirming the action as the Service requires. Removing a platform deletes the stored record of that platform account and, once no other channel in your Organization uses the same platform login, the connection and its access credentials at our connection-management service. One Facebook login can carry several Pages, and it stays connected until its last Page is removed. Records of posts already sent through that platform, including the platform’s post identifier and public URL, stay in your Organization’s post history, and posts still waiting to go out to that platform will not be sent. If instead a platform revokes or expires our access, or reports the connection as no longer working, the Service marks the platform as disconnected and keeps its records so that you can reconnect without losing your history. To have the stored account record deleted after a disconnection, remove the platform in the Service or email [email protected]. You may also revoke the Service’s access from within the platform’s own security or connected-apps settings, which has the same effect as a disconnection, except on Facebook, Instagram and Threads. There, if the person or account that authorized a channel removes the Service in the platform’s settings, or asks Meta to delete the data the Service received, Meta notifies us and we delete the channels on that platform that the person or account had authorized when Meta’s notice reached us, in any Organization, and the platform connection and its access credentials once no remaining channel uses that connection. A channel they connect again after that is a new authorization, and it stays. We do this in the background, without asking your Organization to confirm it, as Section 2.4 (Platform-specific disclosures) and Section 6.2 (Connected Platforms and disconnection) of the Privacy Policy describe. YouTube and Google Business Profile follow stricter rules, set out in Section 2.4 (Platform-specific disclosures) of the Privacy Policy. Removing one of them also deletes, within 7 calendar days, everything else Google gave us for it, including the identifiers, links and status of posts sent through it, and one that is disconnected and not reconnected is deleted, with its Google data, within 30 calendar days of the day our access ended. Removing or disconnecting a platform does not delete content already published to it. The Privacy Policy at https://www.kodanote.com/legal/privacy-policy/ describes each case in more detail.

7.5 Data from Connected Platforms

Information we receive from Connected Platforms is handled as described in the Privacy Policy at https://www.kodanote.com/legal/privacy-policy/ and used only to provide the Service to you. Where a platform’s rules treat us as your technology provider or service provider, we process data from that platform only on your behalf and at your direction, keep it separate from other customers’ data, and may forward to you notices from the platform about requests from individuals concerning their data. Notices from Meta are the exception. When the person or account that authorized a Facebook, Instagram or Threads channel removes the Service in that platform’s settings, or asks Meta to delete the data the Service received, we act on Meta’s notice ourselves instead of forwarding it to you, and we delete the channels on that platform that the person or account had authorized when the notice reached us, as Section 2.4 (Platform-specific disclosures) and Section 6.2 (Connected Platforms and disconnection) of the Privacy Policy describe.

7.6 Platform-Specific Terms

The following terms apply when you use the Service with the named Connected Platform. They implement requirements of that platform’s developer terms and apply in addition to the platform’s own terms. When we add support for a platform whose developer terms require specific wording, or when a platform changes its requirements, we add or update the relevant paragraph in this Section. Such an addition or update takes effect when it is posted and is not a change that requires the notice described in Section 23 (Changes to These Terms), unless it materially reduces your rights for a platform you have already connected.

YouTube. The Service uses YouTube API Services. By connecting a YouTube channel or using any YouTube feature of the Service, you agree to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms, and you acknowledge that the Google Privacy Policy at https://policies.google.com/privacy applies to Google’s handling of your data. For each video you publish through the Service, you set the title, description, privacy status and audience, including whether the video is made for kids, and the Service sends them to YouTube as you set them. Each time you publish to YouTube through the Service, you certify that the content complies with the YouTube Terms of Service, including the YouTube Community Guidelines, and you are responsible for any required declarations about the content, such as whether it is made for kids or contains altered or synthetic media. Nothing is uploaded to YouTube, and no reply to a comment is posted, unless you or a member of your Organization created or approved that item. The option described in Section 8.3 (Your Review and Approval) to publish Deliverables without further confirmation is not available for YouTube. Replies you send appear publicly under your channel’s name and must follow YouTube’s rules. The Service does not edit or delete videos or comments on YouTube, so manage them on YouTube. Analytics shown in the Service are the figures YouTube reports for your own channel, and they are for your Organization’s use. By connecting a channel to an Organization, you approve its members, as your agents, to see that channel’s data in the Service and to publish and reply through it. You may use the YouTube features only through the Service’s own screens, signed in as yourself. Any API we offer does not give access to them. You can revoke the Service’s access to your Google account at https://security.google.com/settings/security/permissions.

Google Business Profile. By connecting a Google Business Profile, you confirm that you own each business location you add or are authorized by its owner to manage it, including to post updates and reply to its reviews. By connecting it to an Organization, you approve the Organization’s members, as your agents, to see that location’s data in the Service and to publish and reply through it. You may use the Business Profile features only through the Service’s own screens, signed in as yourself, and any API we offer does not give access to them. You agree to the Google Terms of Service at https://policies.google.com/terms and to Google’s Business Profile policies, including its content policies for posts and for replies to reviews, and you acknowledge that the Google Privacy Policy at https://policies.google.com/privacy applies to Google’s handling of your data. Each update, offer or event, and each reply to a review, is published only after you or a member of your Organization wrote or approved it. The option described in Section 8.3 (Your Review and Approval) to publish Deliverables without further confirmation is not available for Google Business Profile. Replies to reviews appear publicly as the reply of the business. The Service does not create, claim, verify, edit or delete business listings, and does not add or remove managers. You can stop using the Service with a Business Profile at any time by removing it in the Service or by revoking the Service’s access at https://security.google.com/settings/security/permissions. Either way, you keep full control of the profile on Google.

Meta platforms (Facebook, Instagram, Threads). You agree to the terms and community standards of each Meta platform you connect. We act as your technology provider for those platforms and process data from them only on your behalf. Meta may require you to accept additional Meta terms as a condition of using the Service with its platforms, may require us to suspend a connection or stop providing the Service to you for those platforms, and may ask us to relay communications to you, and we may do so.

TikTok. You agree to TikTok’s Terms of Service and Community Guidelines for content you publish. If you publish to TikTok through the Service, you agree to TikTok’s Music Usage Confirmation and, where you publish branded content, to TikTok’s Branded Content Policy. You are responsible for selecting the correct privacy level, commercial-content disclosure and AI-generated content designation for each post where TikTok requires them.

X. You agree to the X Terms of Service, the X Rules and X’s automation rules for content you publish. You must not use the Service to publish the same or substantially similar content across multiple X accounts, to post automatically about trending topics, or to send unsolicited automated messages.

LinkedIn. You agree to the LinkedIn User Agreement and Professional Community Policies for content you publish. Unless the Service offers you a different visibility setting when you compose a post, posts published to LinkedIn through the Service are published from the LinkedIn member profile you connected, with public visibility, which means anyone on or off LinkedIn can see them.

Pinterest. You agree to the Pinterest Terms of Service and Community Guidelines. Each Pin published through the Service is one you selected and approved.

8. Content Services

8.1 What Content Services Are

Where Content Services are available on your plan, you can configure content plans in the Service, for example the types of content you want, how often you want it, the rules, tone and sources to follow, and the brand assets to use. Based on that configuration, we prepare and deliver Deliverables to you through the Service.

8.2 Drafts, Not Outcomes

Deliverables are prepared to the specification you provide and are delivered as drafts and content for your review. We do not guarantee any particular reach, engagement, growth, sales, ranking or other result from publishing them, and we do not guarantee that any Deliverable will be accepted by a Connected Platform.

8.3 Your Review and Approval

You are responsible for reviewing every Deliverable before it is published. Unless a feature of the Service states otherwise and you have enabled it, Deliverables are published only when you or a member of your Organization schedules or publishes them. If the Service offers an option to publish Deliverables without further confirmation and you enable it, you accept that content will be published on that basis and remain responsible for it as if you had published it yourself. Where a Connected Platform’s rules require you to select or approve each item before it is published, that option is not available for that platform. Content Services are a service to you; they do not transfer to us your legal responsibility as the publisher of the content.

8.4 Change Requests

Where the Service offers change requests or revisions, you may request changes to a Deliverable within the limits described for your plan. We may decline requests that fall outside your configured plan, that would require content contrary to these Terms, or that exceed the revision allowance for your plan.

8.5 How Deliverables Are Produced

Deliverables may be produced with AI Features, as described in Section 9 (Artificial Intelligence Features). The Service states for each Content Services offering whether our editors review or edit Deliverables before delivery. Where it does not say so, a Deliverable has not been reviewed by a person at Solidmatics.

8.6 Ownership of Deliverables

Subject to your payment of the applicable fees, we assign to you all right, title and interest that we hold in the Deliverables, to the extent we hold such rights and to the extent they are assignable. We retain all rights in our tools, templates, prompts, workflows, methods, know-how and any pre-existing or generally applicable material used to produce Deliverables, and we grant you a non-exclusive, perpetual license to use that retained material only as embedded in your Deliverables. Because Deliverables may be generated with AI and from common inputs, we cannot promise that they are unique or that intellectual property rights subsist in them, and similar or identical content may be produced for other customers. Deliverables may include third-party materials, such as stock images, fonts or music, or output of third-party AI models, that are licensed to you under their own terms rather than assigned; the assignment above does not extend to them, and we will tell you where a Deliverable includes such materials and which terms apply.

8.7 Your Inputs

You are responsible for the sources, assets, brand materials and instructions you provide for Content Services, for having the rights to use them, and for the accuracy of any facts you supply. Deliverables based on inaccurate or unlawful inputs are your responsibility.

9. Artificial Intelligence Features

9.1 Disclosure

Kodanote uses artificial intelligence (AI) models, including models provided by third parties, to power parts of the Service (“AI Features“). Depending on the features available to you, AI Features may, for example, generate draft text and images, describe and analyze uploaded images and files, transcribe Recordings, other audio and the sound of videos, and answer questions and carry out tasks in assistant features. Some processing happens automatically. Unless the Service offers a setting to turn it off, every image you upload, together with its file name, is sent to a third-party AI model, which returns a description that the Service stores with the file and shows to members of your Organization. That description can include how many people appear in the image, a description of them and their visible traits (for example apparent age group, hair color or skin tone), any visible text and brands, and a content-safety rating. It is not used to identify anyone. In the same way, the sound of every audio file and every video uploaded into an idea is sent to a third-party speech-recognition provider, without the file name, the metadata embedded in the file or the picture of a video. Files you attach to an idea from the file library are not sent. The provider returns a transcript that the Service stores with the file and shows to members of your Organization, and a video’s transcript is also shown as its captions when the video plays in the Service. The transcript tells the voices apart by speaker number and records the detected language. Speaker numbers only separate voices within one recording and are not used to identify anyone. Output from AI Features is produced by software and is not reviewed by a person before you see it, unless the Service states otherwise for a particular feature. The Privacy Policy at https://www.kodanote.com/legal/privacy-policy/ describes what information is sent to AI providers and how it is handled.

9.2 Nature of Output

Output is generated by automated systems. It may be inaccurate, incomplete, outdated, biased or misleading, may not reflect your views, and may be the same as or similar to output generated for other users. Output is not professional, legal, financial, medical or other advice. You must review Output before relying on it or publishing it, and you must not present Output as fact without verifying it.

9.3 Your Responsibility for Output

You decide what to publish. You are responsible for any Output you keep, edit or publish as if you had created it yourself, including for its accuracy and lawfulness, and for compliance with the rules of each Connected Platform. In particular, you must apply any label, disclosure or declaration that a Connected Platform or applicable law requires for AI-generated or altered content, and you must not create or publish content that depicts a real person saying or doing something they did not say or do without clear disclosure. Where the Service applies provenance marks, metadata or labels to Output, you must not remove or alter them.

9.4 Assistant Features

Assistant and chat features of the Service are automated. They may use information from your Organization’s workspace to answer you. They are not a person, even where their responses read naturally.

9.5 Use of Your Content with AI

We do not use your User Content to train AI models of our own. We choose third-party AI providers and settings intended to prevent your inputs from being used to train their models, as described in the Privacy Policy. We may use aggregated, de-identified information about how AI Features are used to improve the Service.

9.6 Limits and Availability

We may set limits on AI Features, such as usage limits, file size limits or supported formats, and may change the underlying models and providers at any time. Output may vary as models change. You must not use AI Features in a way that violates the usage policies of the AI providers we use, as identified at https://www.kodanote.com/legal/gdpr/#sub-processors, or to produce content prohibited by Section 12 (Content Standards and Moderation). We may refuse, filter or limit requests that would breach those policies, and repeated breaches are a material breach of these Terms.

10. Recordings

10.1 Recording Features

The mobile app lets you record voice notes and meetings or calls. Recordings are stored on your device, where they may be included in any device backup you have enabled, until you delete them in the app. Where the Service offers it, you may upload a Recording to your Organization’s workspace. A Recording that stays on your device is not received or processed by us; it becomes User Content held in the Service only when you upload it. Where the Service offers transcription or analysis of Recordings, the transcript and analysis are Output and User Content.

Recording other people is regulated in many places, and in some places every participant must consent. Before you record a meeting, call or conversation, you must give every notice and obtain every consent that the law of each participant’s location requires, and you must tell participants that they are being recorded. You must not record where recording is prohibited, and you must stop recording when a participant withdraws consent where the law requires that. You are solely responsible for your Recordings and for any claim arising from them.

10.3 Lawful Basis for Personal Data

Recordings and transcripts may contain personal data about people other than you. Where data protection law applies, you are the controller of that data and are responsible for having a lawful basis to record and process it and for giving any required privacy notices. Where you upload Recordings or transcripts to the Service, we process them on your behalf as described in Section 16 (Privacy and Data Protection).

11. User Content

11.1 Ownership

As between you and Solidmatics, you retain all ownership rights you hold in your User Content, and nothing in these Terms transfers ownership of your User Content to us. As between an Organization and its members, User Content created, uploaded or connected in an Organization’s workspace is controlled by that Organization, and members act on its behalf when they Post it. We are not responsible for resolving disputes between an Organization and its members or clients about User Content.

11.2 License to Solidmatics

To operate the Service for you, you grant Solidmatics a worldwide, non-exclusive, royalty-free license, with the right to sublicense to our service providers and to the Connected Platforms you select, to host, store, copy, transmit, display, reformat, analyze, create previews and derivative versions of, and otherwise process your User Content, in each case only as needed to operate, provide, secure, support and maintain the Service and to do what you direct through the Service, including publishing your User Content to Connected Platforms. This license lasts as long as your User Content is in the Service, and for a limited period afterwards to the extent needed to complete actions you directed, to keep backups, and to comply with law. All of the rights you grant in this Section are provided on a through-to-the-audience basis, meaning that the operators of the Connected Platforms to which you publish will not have any separate liability to you or to any third party for User Content published or used on those platforms through the Service. You are responsible for any payment owed to any person as a result of your User Content or our exercise of this license as you direct.

11.3 Your Warranties

You are solely responsible for your User Content and for the consequences of Posting and publishing it. By Posting User Content, you represent and warrant that:

you own the User Content or have all licenses, rights, consents and permissions needed to Post it and to grant the license in Section 11.2 (License to Solidmatics), including any consents required from people who appear in it, are recorded in it, or whose personal data it contains;
your User Content, and its Posting and publication as you direct, does not and will not infringe, misappropriate or violate any copyright, trademark, patent, trade secret, moral right, right of privacy, right of publicity, contract right or other right of any person, and does not defame anyone;
your User Content does not cause us to violate any law or require us to obtain any license from, pay any amount to, or give attribution to any third party;
your User Content complies with the content standards in Section 12 (Content Standards and Moderation) and with the rules of each Connected Platform to which it is published;
if your User Content contains musical works or sound recordings, you have obtained every license required from the relevant rights holders, publishers, labels and collecting societies, and you have notified any performing rights organization to which you belong of the license you grant in these Terms where required; and
your User Content contains no malicious code and does not attempt to collect information from, or interfere with, the Service, its users or any Connected Platform.

11.4 No Obligation to Store or Monitor

We host User Content at your request. We are not obliged to keep User Content for any period, to keep backups for you, or to monitor User Content, although we may do so as described in Section 12 (Content Standards and Moderation). You are responsible for keeping your own copies of User Content. Content that has been published to a Connected Platform is stored by that platform under its own terms, and nothing you do in the Service removes it from the platform.

11.5 Your Content Is Yours to Manage

You can delete ideas, files, and posts that have not yet been sent to any Connected Platform, subject to the confirmations the Service requires. A post that has been sent to at least one Connected Platform cannot be deleted from the Service, and its record is kept as described in the Data Retention Notice at https://www.kodanote.com/legal/data-retention/. Deleting an idea also deletes the files uploaded into it, unless another idea or a post still uses them. Once no idea and no post uses a file uploaded into an idea, the Service deletes it within about an hour, but never before it is 24 hours old, so a file removed from its last idea is deleted too. Files you attach to an idea from the file library stay in the library, where you can delete them separately. There is no separate delete action for a file uploaded directly to an idea, and we delete one sooner if you ask us at [email protected]. Deleting a file cancels any scheduled post that uses it.

12. Content Standards and Moderation

12.1 Content Standards

You must not Post, and we may refuse to publish or remove, User Content that:

is unlawful, or promotes, facilitates or provides instructions for unlawful activity;
constitutes hateful content: content that a reasonable person would perceive as attacking, demeaning, dehumanizing or promoting the harassment, intimidation or abuse of people because of their race, ethnicity, national origin, religion, sex, gender or gender identity, sexual orientation, disability, age or any similar characteristic;
constitutes a threat of harm: content that threatens, advocates, glorifies or incites violence or physical harm against any person or group, including content that praises or promotes groups or individuals known for such conduct;
constitutes harassment: publishing someone’s private information without consent (doxxing), stalking, bullying, sexual harassment, wishes of harm directed at a person, or inciting others to do any of these;
constitutes harmful misinformation: content that we reasonably determine is false and likely to lead to violence, physical harm, severe illness or death, to interfere with elections or civic processes, or to deceive people in a way that causes real-world harm, including coordinated inauthentic behavior, fake accounts and impersonation;
is spam or platform manipulation: bulk or repetitive posting, deceptive engagement schemes, artificial amplification, undisclosed advertising where disclosure is required, or any conduct that violates a Connected Platform’s automation or spam rules;
is sexually explicit, or sexualizes minors in any way;
infringes intellectual property or other rights of any person; or
otherwise violates these Terms or the rules of the Connected Platform to which it is published.

We may also refuse service to, suspend or terminate an Organization or user that has publicly stated that its goals include, or that has acted in a way that a reasonable person would perceive as supporting or encouraging, hateful content, threats of harm or harassment.

12.2 How We Moderate

We do not review User Content before it is published, and we are not obliged to monitor it. We may become aware of content that violates these Terms through reports, through automated tools that flag content, or through our own review. Where we use automated tools to detect potential violations, any decision to remove content or to restrict, suspend or terminate an account is confirmed by a person. For the purposes of the European Union’s Digital Services Act, we consider the Service a hosting service that stores content at your request, and we apply these standards diligently, objectively and proportionately, with regard to the rights and legitimate interests of everyone involved. Our points of contact under the Digital Services Act are stated in Section 26 (Contact).

12.3 Our Actions

If we determine that User Content or your conduct violates these Terms, applicable law or the rules of a Connected Platform, or if we receive a valid notice that it does, we may take any action we consider appropriate, including refusing to publish the content, removing or disabling access to it, cancelling scheduled posts, limiting features, and suspending or terminating accounts or Organizations, in each case with or without notice. We may also preserve and disclose content and account information where we believe in good faith that it is required by law or necessary to protect the safety of any person, the security of the Service or our rights.

12.4 Statement of Reasons and Complaints

When we remove or restrict your content or restrict, suspend or terminate your account for a violation of these Terms, we will tell you, where the law requires or where it is reasonably practicable, what we did, the facts and circumstances relied on, whether automated means were used in reaching the decision, the contractual or legal ground for the decision, and how to complain about it. We will not do so where telling you would be unlawful, where the content was deceptive high-volume commercial content, or where a competent authority has ordered otherwise. If you believe a moderation decision was wrong, you may complain by emailing [email protected] within six months of the decision, explaining why you believe the decision should be reversed. A person will review your complaint and reply, and we will reverse the decision if it was not justified. Nothing in this Section limits any right you have under mandatory law to seek other remedies.

12.5 Reporting Content

Anyone may report content in the Service that they believe is illegal or violates these Terms by emailing [email protected] with a sufficiently substantiated explanation of why the content is illegal or violates these Terms, the exact location of the content, the reporter’s name and email address (except for reports concerning child sexual abuse material, where these may be omitted), and a statement that the reporter believes in good faith that the information in the report is accurate and complete. We will acknowledge receipt, review the report in a timely, diligent and non-arbitrary manner, and tell the reporter and, where appropriate, the affected user of our decision. Copyright notices are handled under Section 15 (Copyright and DMCA Policy).

13. Prohibited Conduct and Child Safety

13.1 Prohibited Conduct

By using the Service, you agree not to:

use the Service for any illegal purpose or in violation of any local, state, national or international law, including sanctions, export control, consumer protection, advertising, data protection and unsolicited commercial communication laws;
use the Service to send unsolicited commercial messages, spam or bulk communications on any channel, or to run any deceptive or manipulative scheme;
harass, threaten, demean, bully or otherwise harm any other user or any third party;
violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including any intellectual property right;
access, search or scrape any portion of the Service, or any Connected Platform through the Service, by any automated means other than the interfaces we provide for that purpose;
interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit access or use, or by reverse engineering, decompiling or attempting to derive the source code of any part of the Service, except to the extent applicable law expressly permits;
modify, adapt or create derivative works of any part of the Service, or remove any proprietary notice from it;
interfere with the operation of the Service or any user’s enjoyment of it, including by uploading malicious code, making unsolicited offers to other users, collecting personal information about other users or third parties without consent, or disrupting any network, equipment or server used to provide the Service;
impersonate any person or entity, claim a false affiliation, access another account without permission, or misrepresent your age, identity or authority;
impose an unreasonable or disproportionately large load on the Service or the systems and networks of Solidmatics or its providers;
use the Service to build or benchmark a competing product, or to extract data for that purpose;
sell, rent, sublicense or otherwise transfer access to the Service, or to any Materials (as defined in Section 14 (Ownership, Feedback and Third-Party Software)), to any third party except as these Terms allow; or
attempt, or assist or permit anyone else, to do any of the above.

13.2 Child Safety

We prohibit any use of the Service in connection with child sexual abuse and exploitation (CSAE), including creating, storing, sharing, promoting, soliciting or facilitating access to child sexual abuse material or any content or conduct that sexualizes, grooms or endangers a minor. We take violations of this policy seriously. We will remove such content, terminate the accounts involved, and report to the National Center for Missing and Exploited Children or other competent authorities as the law requires. If you become aware of content or conduct on the Service that violates this policy, report it immediately to [email protected]. You may also report to your local law enforcement authority.

14. Ownership, Feedback and Third-Party Software

14.1 The Service

The Service is owned and operated by Solidmatics. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, domain names, templates, prompts, workflows, trademarks and all other elements of the Service that we provide (the “Materials“) are protected by intellectual property and other laws. The Materials are the property of Solidmatics or its licensors. Except for the limited rights expressly granted in these Terms, you may not use the Materials, and we reserve all rights in them. There are no implied licenses in these Terms.

14.2 License to Use the Service

Subject to your continuing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one copy of each mobile app we make available, obtained from an authorized app store, on a mobile device that you own or control; and (b) access and use the Service for your internal business purposes. Except to the extent a restriction is prohibited by applicable law, you may not reproduce, distribute, publicly display, publicly perform or create derivative works of the Service, modify the Service, or interfere with or circumvent any feature of the Service, including any security or access control mechanism.

14.3 Feedback

If you provide suggestions, ideas, comments or other feedback about the Service (“Feedback“), you grant Solidmatics an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free, worldwide right and license to use and exploit the Feedback for any purpose, including to improve the Service and to create other products and services, without any obligation to you and without attribution. Feedback does not include your User Content.

14.4 Third-Party Software and Open Source

The Service may include third-party software components, including open-source components, that are licensed under their own terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the license terms of any such component. Where an open-source license requires that we make its terms or attribution available to you, we make them available in the Service, on our website, or on request to [email protected].

14.5 Trademarks

“Kodanote”, “Solidmatics” and our logos are trademarks of Solidmatics. Names and logos of Connected Platforms and other third parties belong to their owners, and their appearance in the Service does not imply endorsement of or by them.

15. Copyright and DMCA Policy

15.1 Respect for Intellectual Property

We respect the intellectual property rights of others and expect users of the Service to do the same. Infringing activity is not permitted on or through the Service. Our full procedure is at https://www.kodanote.com/legal/copyright/ and is summarized in this Section.

15.2 Designated Agent

Notices of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) should be sent to our copyright agent. If you believe that material on the Service infringes a copyright you own or control, send a written notice to:

Solidmatics Inc.
Attn: Copyright Agent
1111B S Governors Ave STE 25028
Dover, Delaware 19904, USA
Telephone: +1 (302) 830-9725
Email: [email protected]

15.3 Notice of Claimed Infringement

A notice of claimed infringement must include: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed or, if multiple works are covered by one notice, a representative list; (c) identification of the material claimed to be infringing and information reasonably sufficient to allow us to locate it on the Service; (d) your address, telephone number and email address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright. Your notice may be shared with the user who Posted the material and, in anonymized form, with third parties for transparency purposes. Consult a lawyer or 17 U.S.C. § 512 to confirm your obligations.

15.4 Counter-Notice

If we remove or disable access to material you Posted in response to a notice, we will notify you. You may send a counter-notice to the designated agent identified in Section 15.2 (Designated Agent) that includes: (a) your physical or electronic signature; (b) identification of the material that was removed or disabled and the location where it appeared before removal; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address and telephone number, a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if you are outside the United States, the United States District Court for the District of Delaware), and that you will accept service of process from the person who provided the original notice or their agent. On receiving a valid counter-notice, we will forward it to the person who sent the original notice and inform them that we will restore the material in 10 business days. We will restore the material not less than 10 and not more than 14 business days after receiving the counter-notice unless the designated agent first receives notice that the original notifier has filed a court action seeking to restrain the alleged infringement.

15.5 Repeat Infringers

It is our policy to remove or disable access to material that we believe in good faith, on notice from a rights holder or its agent, infringes copyright, and, in appropriate circumstances, to terminate the accounts of users who are repeat infringers. We will terminate the accounts of users we determine to be repeat infringers, and we may suspend or terminate accounts for suspected infringement at our discretion.

15.6 Misrepresentation

Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake or misidentification, may be liable for damages, including costs and attorneys’ fees, incurred by the alleged infringer, the copyright owner or its licensee, or by us. We reserve the right to seek damages from anyone who submits a notice or counter-notice in violation of the law.

15.7 Other Intellectual Property Claims

Notices concerning trademark or other intellectual property rights may be sent to [email protected] and will be handled under Section 12 (Content Standards and Moderation).

16. Privacy and Data Protection

16.1 Privacy Policy

Our Privacy Policy at https://www.kodanote.com/legal/privacy-policy/ explains how we collect, use, store and share personal data. It is a notice about our practices and not a term of this contract; our contractual data protection commitments are in the DPA where it applies. Related notices are the California Privacy Notice at https://www.kodanote.com/legal/california-privacy/, the GDPR, Cookies and Sub-processors page at https://www.kodanote.com/legal/gdpr/ (which also describes international data transfers), the Data Retention Notice at https://www.kodanote.com/legal/data-retention/, and the Security page at https://www.kodanote.com/legal/security/.

16.2 Our Roles

For account, billing, usage, support, security and marketing data, we act as a controller (or business) and the Privacy Policy applies. For personal data contained in your User Content, in Recordings you upload to the Service and in data received from Connected Platforms on your instruction, you (or your Organization) are the controller or business, and we act as your processor or service provider, processing that data only on your documented instructions as given through the Service and these Terms.

16.3 Data Processing Addendum

Where data protection law requires a written contract between a controller and a processor, our Data Processing Addendum (“DPA“) applies to that processing. The DPA forms part of these Terms and binds you and Solidmatics automatically when you accept these Terms, without a separate signature. You can get a copy, or a copy countersigned by us, by emailing [email protected]. If the DPA conflicts with these Terms, the DPA prevails for the processing it covers. The DPA includes, where applicable, the European Commission Standard Contractual Clauses (Decision (EU) 2021/914), the UK International Data Transfer Addendum and clauses adapted for the Swiss Federal Act on Data Protection, or another lawful transfer mechanism.

16.4 Your Data Protection Responsibilities

You are responsible for having a lawful basis for the personal data you Post, record, connect or otherwise process through the Service, for giving any privacy notices that the law requires to the people whose data it contains, including people who appear in your content or Recordings and people whose data you receive from Connected Platforms, and for responding to requests from those people. You must not Post special categories of personal data, payment card data or other sensitive data except where the Service is designed for it and you have the required legal basis. If we receive a request from an individual about data we process on your behalf, we will forward it to you where we can identify your Organization, and you are responsible for answering it. Notices from Meta are the exception: we act on those ourselves, as Section 7.5 (Data from Connected Platforms) describes.

16.5 Sub-processors

We use third-party service providers to process personal data on our behalf, for example providers of hosting and storage, authentication, connection management for Connected Platforms (where we do not run it ourselves), AI routing, AI models and the runtime that hosts our AI features, error monitoring and, where we offer paid plans, payment processing. The current list is at https://www.kodanote.com/legal/gdpr/#sub-processors. We update that list when we add or replace a sub-processor, and customers under the DPA receive the notice and objection right the DPA provides.

17. Term, Suspension and Termination

17.1 Term

These Terms take effect when you first accept them or first access or use the Service, and continue until terminated as described in this Section.

17.2 Termination by You

You may stop using the Service at any time. You may cancel a paid subscription as described in Section 6 (Plans, Fees and Payment) and may delete your account through your account settings in the Service. An Organization Admin may delete an Organization in the organization settings. If you cannot do either there, email [email protected]. Deleting your account, or deleting an Organization in the organization settings, does not by itself delete the Organization’s User Content, files, channel records or platform connections from Kodanote, remove its Connected Platforms, or cancel its scheduled posts, so remove Connected Platforms and delete scheduled posts in the Service first. YouTube channels and Google Business Profile locations are the exception: deleting your account removes the ones you connected, and deleting an Organization removes all of its Google channels, as Section 2.4 (Platform-specific disclosures) of the Privacy Policy describes. To have an Organization’s data deleted from Kodanote, an Organization Admin emails [email protected] naming the Organization, before deleting the Organization in the organization settings so that we can verify the request, as described in Section 6.4 (Account and organization deletion) of the Privacy Policy. Other requests to delete personal data under data protection law may also be sent to [email protected]. Deleting your account terminates these Terms as to you, subject to Section 17.5 (Effect of Termination; Survival).

17.3 Suspension

We may suspend or limit your access to the Service, an Organization or a feature, with notice where reasonably practicable, if: (a) we reasonably believe you have violated these Terms or applicable law; (b) your use poses a security, legal or operational risk to the Service, to us, to other users or to any third party; (c) an amount you owe is overdue; (d) a Connected Platform, an authority or a law requires it; or (e) suspension is needed to investigate a suspected violation. We will lift a suspension when the cause has been resolved.

17.4 Termination by Us

We may terminate these Terms, your account or your Organization: (a) immediately if you materially breach these Terms, including the content standards, and the breach is not capable of remedy or is not remedied within 14 days of our notice; (b) immediately where required by law, by a Connected Platform, or to protect the safety of any person or the security of the Service; (c) on 30 days’ notice if we discontinue the Service or the plan you are on; or (d) on 30 days’ notice for any other reason, in which case we will refund any prepaid fees for the unused part of your subscription period. If your account is terminated for breach, you may not create a new account without our written permission.

17.5 Effect of Termination; Survival

When these Terms terminate: (a) your license to use the Service ends and you must stop using it; (b) except for the Google channels described in Section 17.2 (Termination by You), scheduled posts are not cancelled automatically when you delete your account or an Organization and may still be published, so delete them, and remove your Connected Platforms, before you do; where we terminate an account or Organization, we will stop publishing its scheduled posts as soon as reasonably practicable; (c) you must pay any amounts that accrued before termination; and (d) we handle your User Content and other data as described in the Privacy Policy, the Data Retention Notice at https://www.kodanote.com/legal/data-retention/ and, where it applies, the DPA, which describe what we keep after termination, for how long, and how you can ask us to delete it, and which may include retaining data for a period after termination for backup, legal or security purposes. Except as the DPA requires, you are responsible for exporting or copying any User Content you want to keep before termination, and after termination we have no obligation to provide it to you. Content already published to a Connected Platform remains on that platform under its terms. The following Sections survive termination, together with any other provision that by its nature should survive: Section 6 (Plans, Fees and Payment) as to amounts accrued before termination; Section 8.6 (Ownership of Deliverables); Section 9.3 (Your Responsibility for Output); Section 10.2 (Consent and Notice) and Section 10.3 (Lawful Basis for Personal Data) as to Recordings made before termination; Section 11.2 (License to Solidmatics), for the period stated there; Section 11.3 (Your Warranties); Section 11.4 (No Obligation to Store or Monitor); Section 14 (Ownership, Feedback and Third-Party Software); Section 16 (Privacy and Data Protection); this Section 17.5 (Effect of Termination; Survival); Section 18 (Indemnity); Section 19 (Disclaimers); Section 20 (Limitation of Liability); Section 21 (Dispute Resolution and Arbitration); Section 22 (Governing Law); Section 24 (General Provisions); and Section 25 (Mobile App Store Terms).

18. Indemnity

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Solidmatics, its affiliates, and their respective shareholders, directors, officers, employees, contractors and agents (together, the “Solidmatics Parties“) from and against every claim, demand, suit or proceeding brought by a third party, and all related liabilities, damages, losses, fines, costs and expenses, including reasonable attorneys’ fees, arising out of or connected with: (a) your User Content, Recordings or Deliverables as published or used by you, including any claim that they infringe or violate the rights of any person or any law; (b) your use or misuse of the Service or of any Connected Platform through the Service; (c) your breach of these Terms or of any representation or warranty in them; (d) your violation of any law, including recording consent, data protection, advertising and consumer protection laws; or (e) any dispute between you and any third party, including a Connected Platform, your client or a member of your Organization. We may, at our own expense, assume the exclusive defense and control of any matter subject to indemnification by you, without limiting your indemnification obligations, and you agree to cooperate with our defense. You will not settle any claim in a way that imposes an obligation on or admits fault by any Solidmatics Party without our prior written consent.

19. Disclaimers

THE SERVICE, THE MATERIALS, ALL OUTPUT AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOLIDMATICS PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ANY POST WILL BE PUBLISHED AT THE SCHEDULED TIME OR ACCEPTED BY A CONNECTED PLATFORM, THAT OUTPUT OR DELIVERABLES WILL BE ACCURATE, ORIGINAL, LAWFUL OR FIT FOR ANY PURPOSE, THAT THE SERVICE WILL PRODUCE ANY PARTICULAR REACH, ENGAGEMENT OR BUSINESS RESULT, OR THAT DEFECTS WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SOLIDMATICS PARTIES OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR SYSTEMS, ANY LOSS OF DATA, INCLUDING USER CONTENT, AND ANY CONSEQUENCE OF CONTENT PUBLISHED TO A CONNECTED PLATFORM THROUGH THE SERVICE. WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF CONNECTED PLATFORMS, OF OTHER USERS, OR OF THIRD PARTIES.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

20. Limitation of Liability

20.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SOLIDMATICS PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR CONTENT, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT A SOLIDMATICS PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

20.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SOLIDMATICS PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO SOLIDMATICS FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND (B) US$100.

20.3 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot be excluded or limited under applicable law. Where the law of your jurisdiction does not allow some of the exclusions or limitations in this Section, they apply to you only to the extent permitted.

20.4 Basis of the Bargain

Each provision of these Terms that provides for a limitation of liability, a disclaimer of warranties or an exclusion of damages allocates the risks between the parties and is an essential element of the basis of the bargain. Each of those provisions is severable and independent of all other provisions of these Terms, and the limitations in this Section apply even if any limited remedy fails of its essential purpose.

20.5 Time Limit for Claims

Except where the law does not allow it, any claim arising out of or relating to these Terms or the Service must be brought within one year after the claim accrues; otherwise it is permanently barred.

21. Dispute Resolution and Arbitration

21.1 Informal Resolution First

Before starting an arbitration or a court action, the party raising the dispute must send the other a written notice of dispute. Notices to us must be sent by mail to Solidmatics Inc., Attn: Legal Department (Dispute Notice), 1111B S Governors Ave STE 25028, Dover, Delaware 19904, USA, and by email to [email protected]. Notices to you will be sent to the email address associated with your account. The notice must describe the nature and basis of the dispute and the specific relief sought. The parties will try in good faith to resolve the dispute directly. If they do not resolve it within 30 days after the notice is received, either party may start an arbitration or, where Section 21.3 (Exceptions) or Section 21.7 (Opt-Out) allows it, a court action. This Section 21.1 (Informal Resolution First) does not apply to a request for urgent injunctive or other equitable relief under Section 21.3 (Exceptions).

21.2 Agreement to Arbitrate

Except as provided in Section 21.3 (Exceptions), you and Solidmatics agree that every dispute, claim or controversy arising out of or relating to these Terms, the Service, or any communication between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether arising before or after termination of these Terms, will be resolved by final and binding arbitration. This agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE, YOU AND SOLIDMATICS ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND THE RIGHT TO A TRIAL BY JURY.

21.3 Exceptions

Nothing in this Section prevents either party from: (a) bringing an individual action in small claims court for a claim within that court’s jurisdiction; (b) seeking an injunction or other equitable relief in a court of competent jurisdiction to protect intellectual property rights, to prevent unauthorized use of the Service or unauthorized access to data, or to preserve the status quo pending arbitration; or (c) pursuing an enforcement action through a federal, state or local government agency where that action is available.

21.4 Arbitration Rules and Procedure

The arbitration will be administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules and any AAA supplementary rules that apply, as modified by these Terms (the “AAA Rules“). The AAA Rules are available at https://www.adr.org. The arbitration will be conducted by a single arbitrator. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of it is void or voidable, except that a court decides any dispute about the enforceability of Section 21.6 (Class Action Waiver). The seat of arbitration will be Wilmington, Delaware, but hearings may be held by video conference, by telephone or on the basis of documents alone where the AAA Rules allow or the parties agree. The arbitrator may award the same individual relief that a court could award, and must issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction. Fees and costs will be allocated under the AAA Rules, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party where the law permits, and may require a party that brings a claim or defense that is frivolous or brought for an improper purpose to pay the other party’s fees and costs. If the AAA is unavailable or declines to administer an arbitration under this Section, the parties will agree on another arbitration administrator; if they cannot agree within 30 days after either party proposes one, a court of competent jurisdiction may appoint an administrator or an arbitrator under 9 U.S.C. § 5, and this Section will otherwise continue to apply.

21.5 Confidentiality

The arbitration, including its existence, the pleadings, evidence, and any award, is confidential, and neither party may disclose them except as needed to enforce or challenge an award, to comply with law, or to advisers bound by confidentiality. The amount of any settlement offer must not be disclosed to the arbitrator until after the arbitrator makes a final award.

21.6 Class Action Waiver

YOU AND SOLIDMATICS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

21.7 Opt-Out

You may opt out of this agreement to arbitrate within 30 days after the date you first accept these Terms by sending a written notice by email to [email protected] or by mail to Solidmatics Inc., Attn: Legal Department (Arbitration Opt-Out), 1111B S Governors Ave STE 25028, Dover, Delaware 19904, USA. The notice must state your full legal name, the name of your Organization if any, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, Section 21.2 (Agreement to Arbitrate) through Section 21.5 (Confidentiality) will not apply to you, and disputes will be resolved in the courts identified in Section 22 (Governing Law). The class action waiver in Section 21.6 (Class Action Waiver) and every other provision of these Terms continue to apply to you to the extent the law allows them to apply in court. An opt-out sent by an Organization Admin on behalf of an Organization covers that Organization; an opt-out sent by an individual covers only claims by or against that individual.

21.8 Changes to This Section

If we change this Section 21 (Dispute Resolution and Arbitration) after you accept these Terms, other than a change to our address for notices, you may reject the change by sending written notice to the addresses in Section 21.7 (Opt-Out) within 30 days of the change taking effect. If you do, this Section as it existed immediately before the change will continue to apply to disputes between you and Solidmatics.

21.9 Severability and Fallback

If any part of this Section 21 (Dispute Resolution and Arbitration) is found unenforceable, the remainder will be enforced to the fullest extent permitted by law. If the class action waiver in Section 21.6 (Class Action Waiver) is found unenforceable as to a particular claim, then this agreement to arbitrate will not apply to that claim, and that claim will be resolved by the courts identified in Section 22 (Governing Law), with any remaining claims resolved by arbitration. If this Section is found unenforceable in its entirety, or if you have opted out under Section 21.7 (Opt-Out), disputes will be resolved exclusively in the courts identified in Section 22 (Governing Law).

21.10 Coordinated Filings

If 25 or more arbitration demands raising similar claims are filed against Solidmatics by or with the help of the same or coordinated counsel within 90 days, the AAA Mass Arbitration Supplementary Rules apply. The demands will be administered in batches of no more than 10, each batch assigned its own arbitrator, and filing fees for a batch are due only when that batch begins. The parties will cooperate with the AAA to apply this procedure, and a court of competent jurisdiction may enforce it. If this Section 21.10 (Coordinated Filings) is found unenforceable as to a demand, that demand proceeds under Section 21.4 (Arbitration Rules and Procedure).

22. Governing Law

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware and, where applicable, the federal laws of the United States, without regard to conflict of law rules that would apply another law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21 (Dispute Resolution and Arbitration), you and Solidmatics submit to the exclusive jurisdiction of, and venue in, the state and federal courts located in the State of Delaware for any court proceeding permitted under these Terms, and waive any objection based on inconvenient forum. Nothing in this Section deprives you of the protection of provisions that cannot be derogated from by agreement under the law of the country in which you are established, or of the right to bring proceedings in that country where mandatory law grants it.

TO THE EXTENT A DISPUTE PROCEEDS IN COURT, WHETHER UNDER SECTION 21.3 (EXCEPTIONS), AFTER AN OPT-OUT UNDER SECTION 21.7 (OPT-OUT), UNDER SECTION 21.9 (SEVERABILITY AND FALLBACK) OR OTHERWISE, YOU AND SOLIDMATICS EACH WAIVE TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

23. Changes to These Terms

We may change these Terms from time to time. When we do, we will post the updated Terms at https://www.kodanote.com/legal/terms-of-use/ and update the “Last updated” date. If a change materially reduces your rights or increases your obligations, we will give you at least 30 days’ notice before it takes effect, by email or by a notice in the Service, and we may require you to accept the updated Terms to keep using the Service. Other changes take effect when posted. Additions and updates to Section 7.6 (Platform-Specific Terms) that implement a Connected Platform’s requirements take effect as that Section describes. If you do not agree to a change, you must stop using the Service before the change takes effect; continuing to use the Service after that date means you accept the change. Changes to Section 21 (Dispute Resolution and Arbitration) are also subject to Section 21.8 (Changes to This Section). Except as this Section allows, these Terms may be amended only by a written agreement signed by authorized representatives of both parties.

24. General Provisions

24.1 Entire Agreement

These Terms, together with the DPA if it applies and any additional terms incorporated by reference, are the entire agreement between you and Solidmatics about the Service and supersede all prior or contemporaneous understandings about it. Terms contained in a purchase order or similar document you issue have no effect.

24.2 Assignment

You may not assign or transfer these Terms or any right under them, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets, and we will notify you of any such assignment.

24.3 Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later, and a waiver of any breach is not a waiver of any other breach or of the provision itself. Waivers must be in writing.

24.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect, subject to Section 21.9 (Severability and Fallback).

24.5 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of utilities, telecommunications or hosting providers, denial-of-service attacks, and changes to or outages of Connected Platforms.

24.6 Export and Sanctions

The Service may be subject to United States export control and sanctions laws and to similar laws elsewhere. You will comply with those laws and will not use, export, re-export or transfer the Service, or permit access to it, in violation of them, including to any person or destination prohibited by them.

24.7 Electronic Communications and Notices

You consent to receive communications from us electronically, including by email to the address associated with your account and by notices in the Service, and you agree that those communications satisfy any legal requirement that a communication be in writing. Notices to us under these Terms must be sent to the addresses stated in Section 26 (Contact), or, for the notices covered by Section 21 (Dispute Resolution and Arbitration), to the addresses stated there. We may send you service, security and account messages that you cannot opt out of while you have an account. We may also send marketing messages about our products and services; you can opt out of those by following the unsubscribe instructions in the message or by emailing [email protected]. If a mobile app offers notifications, you can control them in your device settings.

24.8 No Third-Party Beneficiaries

Except for the Solidmatics Parties under Section 18 (Indemnity), Section 19 (Disclaimers) and Section 20 (Limitation of Liability), for Apple and its subsidiaries as stated in Section 25 (Mobile App Store Terms), and for operators of Connected Platforms as stated in Section 11.2 (License to Solidmatics), these Terms create no rights for any third party.

24.9 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise or employment relationship, and neither party may bind the other.

24.10 International Use

We make no representation that the Service is appropriate or available for use in any particular location. You are responsible for complying with the laws that apply to your use of the Service where you are established or use it. Access to the Service from any country or territory, or by any person, where such access is prohibited by law is not permitted.

24.11 Interpretation

Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”. References to a Section are to a Section of these Terms. These Terms are written in English; any translation is provided for convenience, and the English version controls.

24.12 Government Users

If you are a United States government entity, the Service and related software are “commercial computer software” and “commercial computer software documentation” under applicable acquisition regulations, licensed to you only with the rights granted to all other users under these Terms.

25. Mobile App Store Terms

25.1 Notice Regarding Apple

This Section applies to the extent you use a Kodanote app on an Apple-branded device obtained through the Apple App Store. You acknowledge and agree that:

these Terms are between you and Solidmatics only, and not with Apple Inc. (“Apple“), and Solidmatics, not Apple, is solely responsible for the app and its content;
the license granted to you for the app is limited to a non-transferable license to use the app on Apple-branded devices that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the app may be accessed and used by other accounts associated with you through Family Sharing or volume purchasing where available;
Solidmatics is solely responsible for providing any maintenance and support services for the app, and Apple has no obligation to furnish any maintenance or support services for it;
Solidmatics is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed; if the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the app to you, and to the maximum extent permitted by law Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to a warranty are Solidmatics’s sole responsibility;
Solidmatics, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, any claim that the app fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation;
in the event of any third-party claim that the app or your possession and use of it infringes that third party’s intellectual property rights, Solidmatics, not Apple, is solely responsible for the investigation, defense, settlement and discharge of that claim;
you represent and warrant that you are not located in a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country, and that you are not listed on any United States government list of prohibited or restricted parties;
Solidmatics’s name, address and contact details for any complaints, claims or questions about the app are set out in Section 26 (Contact);
you must comply with applicable third-party terms of agreement when using the app, including the terms of any Connected Platform and of your wireless data service; and
Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the app, and upon your acceptance of these Terms Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third-party beneficiary.

25.2 Google Play

If you obtain a Kodanote app through Google Play, your use of the app is also subject to the Google Play Terms of Service. These Terms are between you and Solidmatics only; Google is not a party to them and is not responsible for the app, its content, or support for it. Where the Google Play Terms of Service and these Terms conflict as to the app store transaction, the Google Play Terms of Service govern that transaction.

25.3 Device Permissions

The mobile apps request device permissions, such as microphone access, only for the features that need them, and you can withdraw those permissions in your device settings. Withdrawing a permission may prevent the related feature from working.

25.4 Other App Stores

If you obtain a Kodanote app from any other app store or distribution platform, that store’s terms also apply to the transaction. The store is not a party to these Terms and is not responsible for the app, its content or support for it.

26. Contact

The Service is offered by Solidmatics Inc., 1111B S Governors Ave STE 25028, Dover, Delaware 19904, USA. Solidmatics’s website is https://www.solidmatics.com/. Kodanote’s website is https://www.kodanote.com/.

Account help, billing, cancellation, general questions, marketing opt-out and complaints about moderation decisions: [email protected]
Legal notices, privacy and data-subject requests, copyright notices and counter-notices, arbitration opt-out, reports of illegal content, abuse and child-safety reports, and security vulnerability reports: [email protected]

You may also write to us at the postal address above.

Our single point of contact under the European Union’s Digital Services Act, both for authorities of Member States, the European Commission and the European Board for Digital Services under Article 11, and for users of the Service under Article 12, is [email protected]. You may write to us in English. Where the law requires us to appoint a legal representative in the European Union, we will publish that representative’s name, postal address, email address and telephone number on this page.

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