[notebook] 2.0

A Sketch Plugin by Owl Tools

Terms of Service

Please read this Terms of Service (“Terms”) before You purchase a License for the Software Notebook Plugin and subsequently download and use the Software Notebook Plugin.

By using the Software Notebook Plugin, or by buying any of the Licenses available of the Software Notebook Plugin, You agree without reservation to be bound by the Agreement. If You do not agree with the terms of the Agreement, please do not purchase or use the Software Notebook Plugin.

If You accept the terms and conditions in the Agreement on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in the Agreement on behalf of such company or other legal entity, and to legally bind such company or other legal entity. You may not accept the Agreement if You are not of legal age to form a binding contract with Owl Tools.

Definitions

  1. In these Terms, the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
    • “Agreement”: the agreement between Owl Tools and You;
    • “Confidential Information”: any and all information that Owl Tools discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product or production related;
    • “Comments”: includes, but is not limited to, any comment, opinion, advice, suggestion, recommendation or critic;
    • “License Key”: a unique code provided by Owl Tools, which enables You to activate and subsequently use the Mac app during the applicable license term;
    • “Policies”: the policies of Owl Tools as made available on https://owl.tools/ and amended from time to time, including but not limited to the Privacy Statement;
    • “Updates”: any modified versions and updates of, and additions to the Notebook Plugin;
    • “You”: you, the final and ultimate user of the Notebook Plugin or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Software Notebook Plugin, and the company or other legal entity that will be the final and ultimate user of the Software Notebook Plugin, if applicable.
    • “Activate”: turning the Trial version into the Full version of the same software with a License provided by Owl Tools;
    • “Trial version”: the license for to use the Software Notebook Plugin for the sole purpose of testing and evaluating;
    • “Open Source Software”: any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
    • “Use”: the access, download, install, copy or get benefit from using the Software Notebook Plugin;

General provisions

  1. These Terms apply to any licenses granted to You by Owl Tools for the use of the Software Notebook Plugin.
  2. By buying a a subscription to use the premium version of the Software Notebook Plugin, or by starting to use the Software Notebook Plugin, You enter into an agreement with Owl Tools for the use of the Software Notebook Plugin as of that date (“Effective Date”). Your agreement with Owl Tools is governed by these Terms as well as the other Policies that are thereby accepted by You and includes any other (commercial) arrangements made in writing between Owl Tools and You (“Agreement”). No addition, amendment or modification of the Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.
  3. You acknowledge that these Terms may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on this page or otherwise notifying You, e.g. by using the email address used for Your registration or purchase. If You do not agree with modifications to these Terms, You can terminate this Agreement in accordance with the Suspension of Service clause.
  4. In the event any provision of these Terms and/or any part of the Agreement is found by a competent court to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of the Agreement (as defined above), which itself will continue to be valid and enforceable to the full extent permitted by law. As for the provision and/or part that has been found to be invalid, unlawful or unenforceable, Owl Tools and You shall enter into negotiations to agree upon a new term replacing such invalid, unlawful or unenforceable provision and/or part, whereby the purpose and the meaning of the original provision and/or part shall be applied to the extent possible.
  5. The Agreement sets forth the entire agreement and understanding between Owl Tools and You with respect to the subject matter hereof. Your terms and conditions of whatever kind shall not apply, not even in addition to the Agreement.

License and intellectual property rights

  1. Owl Tools is entitled to include Your name and logo or distinctive signs on its web page, on the client list, and may include a quote drafted by You relating to the service hereunder to be published in press releases. This action could be removed by Your express request.
  2. Owl Tools grants You a non-exclusive, non-transferable, limited, revocable license to use the Software Notebook Plugin in accordance with the Agreement, subject to your payment of applicable fees under this Agreement. Owl Tools reserves all rights not expressly granted to You.
  3. All right, title, and interest in and to the Software Notebook Plugin will remain the exclusive property of Owl Tools and its licensors. You may not delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software Notebook Plugin. You shall not acquire any ownership to the Software Notebook Plugin as a result of Your purchase or use of the Software Notebook Plugin.
  4. Nothing in the Agreement gives You the right to use Owl Tools’s name or any of Owl Tools’s trademarks, logos, domain names and other distinctive brand features.
  5. You understand and agree that Owl Tools may be independently creating content, other products and services that may be similar to or competitive with the Content. Nothing in the Agreement will be construed as restricting or preventing Owl Tools from creating and fully exploiting any such content, other products and services without any obligations to You.

Content

  1. Owl Tools is not responsible and liable for the Content and the consequences of sharing the Content.
  2. Owl Tools does not endorse the Content or any advice, suggestion or opinion expressed in the Content.
  3. You warrant that You have (and will continue to have during Your use of the Software Notebook Plugin) all necessary licenses, rights, consents, and permissions which are required to enable Owl Tools to use the Content for the purposes of the provision of the Software Notebook Plugin, and otherwise to use the Content in the manner contemplated by the Software Notebook Plugin and these Terms.
  4. On becoming aware of any (potential) violation of the Agreement, Owl Tools reserves the right (a) to remove the Content which is in violation of the Agreement and (b) to disable access to such Content at any time, without prior notice and at its sole discretion.

Comments

  1. Owl Tools is not responsible and liable for Comments posted by You or third parties, including Comments with respect to the Content. Owl Tools does not endorse the Comments or any advice, suggestion or opinion expressed in the Comments.
  2. You shall not post Comments that:
    • are factually inaccurate, offensive, indecent, or otherwise objectionable;
    • (in part) consist of advertisements or promotions; or
    • are otherwise in violation of the law and/or of the Agreement.
  3. Owl Tools reserves the right to remove Comments which are in violation of the law and/or of the Agreement at any time, without prior notice and at its sole discretion.

Feedback and notifications

  1. You acknowledge and agree that if You provide Owl Tools with any suggestions, comments, or other feedback about the Software Notebook Plugin (jointly “Feedback”), such Feedback is given voluntarily. Even if You designate such Feedback as confidential, the Feedback will not be confidential unless expressly otherwise agreed in writing by Owl Tools, and Owl Tools will be free to use, disclose, reproduce, license, or otherwise distribute or exploit the Feedback at its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.

Restrictions and Conditions

  1. As of the Effective Date, Owl tools hereby grants You the right to access and use the Software Notebook Plugin, provided that You shall at all times comply with the Agreement and shall not use Software Notebook Plugin in violation of applicable laws or regulations. By way of mere example You shall not:
    • use the Software Notebook Plugin for unlawful purposes or the promotion of illegal activities;
    • use the Software Notebook Plugin in a way that could be detrimental to the reputation of Owl Tools;
    • probe, scan, or test the vulnerability of any Owl Tools system or network or breach or circumvent any security or authentication measures, including measures that prevent or restrict use or copying of the Content or enforce limitations on the use of the Software Notebook Plugin;
    • decompile, decrypt, dissemble, modify, copy, reformat, create derivative works of, or reverse engineer the Software Notebook Plugin, except as expressly permitted in the Agreement;
    • exploit the Software Notebook Plugin commercially by for example (a) the sale of access to the Software Notebook Plugin, (b) the sale of advertising or promotions placed on or within the Content or the Software Notebook Plugin or (c) the sale of advertising or promotions on any webpage containing the Content delivered via the Software Notebook Plugin;
    • disclose Confidential Information unless if this is required by law or authoritative order;
    • impersonate or misrepresent Owl Tools or any third party when You make available the Content;
    • interfere with or disrupt Owl Tools’s services, servers or network in any way.

Warranty Disclaimer

  1. You acknowledge that the Software Notebook Plugin is provided to You on an “as is” and “as available” basis, without warranty of any kind, express or implied, including, but not limited to, fitness for a particular purpose, availability, security, title, non-infringement or backward compatibility. No oral or written advice given by Owl Tools, its dealers, distributors, agents, employees or subcontractors shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.
  2. You use the Software Notebook Plugin at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You only. Owl Tools does not warrant: (i) that the Software Notebook Plugin will meet your specific requirements, (ii) that the Software Notebook Plugin will be uninterrupted, timely, secure or error free, (iii) that the results that may be obtained from the use of the Software Notebook Plugin will meet your expectations. OWl Tools specifically disclaims any implied warranties of marchantability, fitness for particular purpose, title and non-infringement.

Limitation of Liability

  1. To the maximum extent permitted by applicable law, the total aggregate liability of Owl Tools, its Affiliates, personnel, subcontractors, agents or any third party that has been involved in the creation, production, or delivery of the Software Notebook Plugin for all damages arising out of or in any way relating to the Software Notebook Plugin and/or Agreement by You shall in no event exceed the total amount(s) paid to Owl Tools in the preceding 12 months.
  2. Without prejudice to the foregoing. In no event shall Owl Tools, its Affiliates, personnel, subcontractors, agents or any third party that has been involved in the creation, production, or delivery of the Software Notebook Plugin and/or Agreement by You be liable for indirect, incidential, special and/or consequential damages or purely financial loss such as missed business opportunities, lost sales, volume, revenue and profit, and data loss in connection with or arising out of the Agreement. In addition, Owl Tools, its Affiliates, personnel, subcontractors or agents shall not be liable for any loss or damage which may be incurred by You as a result of:
    • any changes which Owl Tools may make to the Software Notebook Plugin, or any permanent or temporary (partial) termination in the provision of the Software Notebook Plugin;
    • the deletion of, corruption of, public release of, or failure to store the Content, or any other data provided by You in connection with the Software Notebook Plugin;
    • Your failure to provide Owl Tools with accurate information during the purchase process;
    • Any other act or omission by You that violates the terms, conditions or requirements of the Agreement and/or the applicable law.
  3. The limitations of liability referred to in clause 9.1 and 9.2 shall not apply in the event that: (i) any negligence on the part of Owl Tools leads to death or physical injury or (ii) damages arise from the intent, willful misconduct or gross negligence of Owl Tools or the management of Owl Tools.

Indemnification

  1. You shall indemnify Owl Tools, its Affiliates, personnel, subcontractors and agents from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including all reasonable attorney’s fees and expenses) which Owl Tools, its Affiliates, personnel, subcontractors or agents may incur or be liable for arising out of or in connection with, directly or indirectly, including:
    • breach of the Agreement and/or the use of the Software Notebook Plugin and/or Agreement by You; and/or
    • any other act or omission by You, including but not limited to any product liability claims, even if such a claim alleges that Owl Tools was negligent regarding the design or manufacture of the Software Notebook Plugin.

Permitted use and restrictions

  1. In order to be able to install the Software Notebook Plugin and receive Updates, Your computer shall have access to the Internet
  2. You may Use the Software Notebook Plugin on one computer only, unless You have purchased (a) a volume license or (b) more than one Full version or Trial version. In the event You have purchased a volume license or more than one Full version or Trial version, the number of computers You may Use the Software Notebook Plugin on shall not exceed the number of the Full version(s) or Trial version(s) purchased. If You exceed the limit, Owl Tools may block the License Key.
  3. You shall Use the Software Notebook Plugin, including the Full version or Trial version in accordance with applicable laws and shall not:
    • Use the Trial version on any system where the Trial version was previously Used and expired;
    • rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit Your rights to use the Software Notebook Plugin, the License Key, the Full version or the Trial version;
    • assign Your rights to use the Software Notebook Plugin, the License Key, the Full version or the Trial version without prior written approval of Owl Tools;
    • Use the Software Notebook Plugin, including the Full version and Trial version for any unlawful, illegal or suspicious activity, or to facilitate an unlawful, illegal or suspicious activity;
    • delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software Notebook Plugin;
    • copy (except as otherwise provided in the Agreement), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Software Notebook Plugin and the License Key or any parts thereof, except to the extent explicitly permitted by applicable law; or
    • Use the Software Notebook Plugin, Full version or Trial version in conjunction with any Content that infringes on intellectual property rights, including copyrights, of third parties.
  4. Certain components of the Software Notebook Plugin are Open Source Software and licensed under the terms of the applicable license(s) of the Open Source Software. You shall adhere to these terms and conditions.

Updates

  1. Owl Tools may Update or otherwise modify the Software Notebook Plugin at its sole discretion without prior notification. Owl Tools shall not be obligated to provide You with any such Updates unless you have an active subscription to Notebook Premium. If Updates are made available to You by Owl Tools, the terms and conditions of the Agreement will govern Your use of and access to such Updates.
  2. Owl Tools will use its best endeavours to notify You of any available Updates.
  3. Any maintenance and support provided by Owl Tools, including the provision of Updates, will be provided in a reasonable way on an “as is” basis without any warranty expressed or implied, as soon as reasonably practicable, and subject to availability of staff.
  4. Owl Tools is not obliged to provide any maintenance, technical or other support for the Software Notebook Plugin, including the Updates.
  5. You will be entitled to receive Updates to the Software Notebook Plugin free of charge:
    • during a period of twelve (12) months upon purchasing the License. In order to receive Updates after this twelve month period, You will need to renew your License, or
    • while your Notebook Premium Subscription is active.
  6. You may need to pay an additional fee in order to be able to download an Update.

Upgrades

  1. You will be entitled to receive Upgrades to the Software Notebook Plugin free of charge while your Notebook Premium Subscription is active.
  2. You may need to pay an additional fee in order to be able to download an Update.
  3. Users of the Software Notebook Plugin with a Lite or Pro license are not elegible for free upgrades.

Suspension of Service

  1. The Agreement shall terminate:
    • Automatically at the end of the applicable license term unless renewed prior to the end of the applicable license term.
    • If You terminate the Agreement at Your convenience immediately or at a later date specifically indicated by You. Your termination shall not affect any of Your existing payment obligations. For avoidance of doubt, You aknowledge and accept that:
      • For annual billing of Premium Licenses, Owl Tools offers You a 50% refund within 30 (thirty) days of your purchase;
      • For one time billing of Lite and Pro licenses, Owl Tools does not offer a refund;
    • If Owl Tools discontinues Your use of the Software Notebook Plugin or terminates the Agreement for convenience upon reasonable prior written notice (including email) to You.
  2. Owl Tools is entitled to terminate any subscriptions for the Software Notebook Plugin, including trials, Full versions and Trial versions, during the license term with immediate effect and without prior notice in the event You fail to comply with the Agreement or applicable laws and regulations, in the event You fail to pay Your fee for the applicable payment term, or in the event Owl Tools is required to do so by law or an order of an applicable court or other authoritative body.
  3. Owl Tools may suspend Your access to and Your use of the Software Notebook Plugin, and terminate this Agreement immediately in writing (including email or text message), without prior written notice (i) if You fail to comply with any term(s) and conditions of the Agreement, (ii) on becoming aware of any potential violation of the Agreement.
  4. Any terms and conditions of the Agreement that by their nature should survive termination shall survive termination, including but not limited to payment obligations stemming from entering into this Agreement (as described in clause 2.2) and license and intellectual property rights (as described in clause 3).
  5. You and Owl Tools waive their rights to rescind or annul the Agreement.
  6. On the effective date of termination of your right to use the Software Notebook Plugin:
    • You shall cease use of the Software Notebook Plugin;
    • Your right to access and use the Software Notebook Plugin shall terminate;
    • any other rights granted to You under the Agreement shall immediately be relinquished by You;
    • if You have a single license as a stand-alone product, You shall retain your right to Use it on your device, but will no longer receive Updates;
    • unless agreed otherwise in writing with Owl Tools, Owl Tools will deactivate and delete Your account(s) and data; and
    • excluding the license described before, You shall promptly return to Owl Tools all Notebook Plugin’s Confidential Information in Your or any of Your employees’, agents’, subcontractors’ or (external) advisors’ possession, without withholding any copies.

Miscellaneous

  1. You may not issue any press releases or make any other public statements regarding the Agreement, the Software Notebook Plugin or the relationship between You and Owl Tools, without Owl Tools’s express prior written consent, which may be withheld at Owl Tools’s sole discretion.
  2. You may not assign or subcontract any of Your rights or obligations under the Agreement to any third party without Owl Tools’s prior written consent. Owl Tools may assign or subcontract any of its rights or obligations under the Agreement at its sole discretion. Only You and Owl Tools and Your and Owl Tools’s permitted assignees or successors may enforce the terms and conditions of the Agreement, except as expressly provided in the Agreement. To the extent that any third party stipulation is contained the Agreement.
  3. A failure by Owl Tools to give notice to You of any breach or non-fulfilment of any provision, term or clause of the Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfilment of any provision, term or clause hereof constitute a waiver of any other provision, term or clause thereof.

Governing Law and Disputes

  1. To the extent permitted by applicable law, the Agreement shall be governed by and construed in accordance with the laws of Spain.