Terms of Use for Marketplace

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Last Updated: September 2024

Old Version: 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 supplement the provisions 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 MARKETPLACE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE FOR MARKETPLACE, 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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  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, collection of goods of the same kind, sold in bulk or as a single item or any other digital Content that is made available for sale via Goodnotes Marketplace;
      "Purchase"
      means the purchase of Products via Apple Store or via the Payment Processor;
      "Pricing", "Price"
      means the price of the Product;
      "Rent"
      means a non-exclusive, non-transferable right to access and use of Content for a limited period as specified in Goodnotes Marketplace.

  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. Please see section 3.4 of our Terms and Conditions for information on registering and creating an account with Goodnotes.
    2. 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.
    3. 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 only be liable for any unauthorised use of your Account for gross negligence or intent. Notwithstanding the aforementioned limitation of liability, we only limit our liability for slightly negligent breaches of duty insofar as they do not relate to damages arising from injury to life, limb or health or guarantees or claims under the German Product Liability Act. Furthermore, liability for the breach of obligations, whose fulfilment is essential for the proper execution of the contract and on which compliance the customer may regularly rely, remains unaffected. In this case, however, we shall only be liable for the foreseeable damage typical for the contract. The same applies to breaches of duty by our legal representatives or vicarious agents.
    4. You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
    5. Any personal information provided in your Account will be collected, used, and held in accordance with our Data Privacy Policy, available at Privacy Policy.

  4. 4. Intellectual Property Rights and DRM Protection Measures

    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.
    7. The above provisions also apply to implemented Digital Rights Management (DRM) protection measures. These must not be circumvented under any circumstances. Section 7 General Terms and Conditions also applies accordingly.

  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 must and must not attempt to do when you use the Goodnotes Marketplace.
    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. In-App-Purchase
      1. You can purchase a Paid Product using in-app purchasing services available within your app (“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 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 sales, use and related taxes.
      3. A Paid Product may be Purchased using your Apple Pay or Google Pay wallet or use of a bona fide electronic payment provider and or other methods available via your mobile or tablet device. Your account with the bank, Google Pay or Apple Pay will be charged. By using any such card or payment provider, you represent and warrant your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.
      4. When you make an In-App Purchase, you agree and acknowledge that you are doing so through:
        1. Apple iTunes, and Goodnotes is not a party to this transaction. You are also agreeing to Apple’s applicable Terms and Conditions.
        2. Google Play Store, and Goodnotes is not a party to this transaction. You are also agreeing to Google’s applicable Terms of Use.
    2. All other payments, including purchases through our Web Marketplace, for the Paid Products are processed through Paddle.com Market Limited services (the “Payment Processor”). Payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to Purchase Paid Products, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Products in accordance with the applicable payment terms, and you authorise us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes, even if it has already requested or received payment.
    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. In this case, we are only liable without limitation for intent and gross negligence. Notwithstanding the aforementioned limitation of liability, we only limit our liability for slightly negligent breaches of duty insofar as they do not relate to damages arising from injury to life, limb or health or guarantees or claims under the German Product Liability Act. Furthermore, liability for the breach of obligations, whose fulfilment is essential for the proper execution of the contract and on which compliance the customer may regularly rely, remains unaffected. In this case, however, we shall only be liable for the foreseeable damage typical for the contract. The same applies to breaches of duty by our legal representatives or vicarious agents.

  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 only relates to our responsibility for minor variations and does not relate to variations in the essential agreed or objective nature and/or of the product. Your statutory warranty shall remain unaffected by this provision.
    3. Certain Paid Products may be subject to minor changes from time to time. These 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, have the Paid Product replaced, or get a full or partial refund. Please refer to the refund clause 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” during which you can end the Contract for any reason. Please refer to the information below.
    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 when you Purchased the Paid Product. You will be refunded the Price paid for the Paid Product, subject to these Terms.

  9. 10. Partners

    1. From time to time, we may enter arrangements, partnerships, or affiliations with third parties to offer third-party products (“Third Party Products”) through Goodnotes Marketplace.
    2. We may receive a percentage of the Price from your purchase of these Third Party Products and further disclosures will be made via supplementary terms and conditions (“Supplementary Terms”) displayed within Goodnotes Marketplace.
    3. Supplementary Terms can be made visible by clicking on the banners of Third Party Products. Any Supplementary Terms will be displayed before transferring you to a third-party site. These third-party websites and other third parties involved may collect information and/or data about you if you click on a link or visit those websites, which is governed by the privacy policy of the third party, not Goodnotes’.
    4. When purchasing Third Party Products, the contract is exclusively between you and the third-party provider. Goodnotes is not the seller of the Third Party Products and not a party to this contract. Please review the Third Party Product’s terms and conditions before making a purchase.
    5. Except as provided below in this section, only the Third Party is solely responsible for the sale of the Products and any claim for refund and all other matters arising under the contract between you and the Third Party.
    6. Goodnotes makes no representation, warranty, or guarantee that any Third Party Products will meet your requirements.
    7. We are only liable without limitation for intent and gross negligence. Notwithstanding the aforementioned limitation of liability, we only limit our liability for slightly negligent breaches of duty insofar as they do not relate to damages arising from injury to life, limb or health or guarantees or claims under the German Product Liability Act. Furthermore, liability for the breach of obligations, whose fulfilment is essential for the proper execution of the contract and on which compliance the customer may regularly rely, remains unaffected. In this case, however, we shall only be liable for the foreseeable damage typical for the contract. The same applies to breaches of duty by our legal representatives or vicarious agents.

  10. 11. 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.

  11. 12. Our Liability

    1. The provisions of this Clause 12 apply only to the use of Goodnotes Marketplace and the Paid Product.
    2. To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) Goodnotes shall not be liable to you or to any other person for (a) any indirect, special, incidental, punitive or consequential damages of any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, (b) any substitute goods, services or technology. The above exclusion or limitation may not apply to you under national law.
    3. Any further liability of Goodnotes is excluded.
    4. To the extent that Goodnotes' liability is excluded or limited in these Terms and Conditions, this also applies in favour of the personal liability of its legal representatives, executives and ordinary vicarious agents.

  12. 13. 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.

  13. 14. 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.

  14. 15. 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.

  15. 16. Data Protection

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

  16. 17. Governing Law and Jurisdiction

    1. These Terms, the Website and any information contained in it will be governed by the laws of England and Wales, excluding the UN Sales Convention. Mandatory protective provisions of the law of the country in which the user, who is a consumer, has his habitual residence remain applicable.
    2. If you as a user are deemed to be a consumer and do not have a general place of jurisdiction in the Federal Republic of Germany, England is the non-exclusive place of jurisdiction. If you move your domicile or habitual residence outside Germany after conclusion of the contract or if your domicile or habitual residence is not known to us at the time the action is brought, the place of jurisdiction for legal action against you shall be England. Otherwise, the statutory places of jurisdiction shall apply. Exclusive places of jurisdiction, e.g. for judicial dunning proceedings, remain unaffected.

  17. 18. 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 or is otherwise unlawful, breaches the Terms and Conditions of Goodnotes or is an abuse of the Goodnotes Services. If you believe that any content which is distributed or published by the Goodnotes Marketplace is inappropriate, defamatory or infringing on intellectual property rights as well as in any way unlawful, 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. Should any provision of this Terms be or become invalid, void or unenforceable, the validity of the remaining provisions shall not be affected. The other provisions of these T&C shall remain in full force and effect and the validity and enforceability of the remaining provisions shall not be affected.. 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.
    7. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We therefore reserve the right to amend, cancel or replace the Terms with other Terms at any time. Goodnotes will inform you of such changes in advance. The changes of Terms only apply to the future and have no consequences on previous agreements based on the previous Terms. Notwithstanding this, further use of Goodnotes Marketplace is subject to the user's consent to the amended Terms.

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