Terms of Service

1. Who we are and what these terms cover

EtherPK's managed service is run by App Software Ltd ("we", "us"), a company registered in England and Wales with company number 07109450. Our registered office is 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, England, DE1 2BU. Our VAT number is GB 129 7967 57. You can reach us at mail@etherpk.com or through the contact page.

These terms apply when you use the managed service: the website at www.etherpk.com, the EtherPK app at app.etherpk.com and the Sync Server at sync.etherpk.com, including any EtherPK Account, Sync+ subscription or access token you create there. By creating an account you agree to them. The Privacy Policy explains how we handle your personal data.

A Sync Server or app that someone else runs is not our service, even though it runs EtherPK software. Its operator's own terms apply to it, and we have no access to it. Section 15 covers running the software yourself.

2. Your account

• You must be at least 16 years old to create an account, and at least 18 to buy a subscription.
• Give a real email address that you can receive mail at. We use it for sign-in, security and billing messages.
• Keep your password, passkeys, authenticator app and access tokens to yourself. You are responsible for what is done with your account. Tell us straight away if you think someone else has used it.
• An account is for one person. Share a graph with other people by inviting them to it, not by sharing your sign-in.

3. The service and the plans

EtherPK is a notes and knowledge base app. On the Free plan you can use the app, keep graphs on your own device, and join synced graphs that other people share with you, at no cost.

The Sync+ plan adds synced graphs that you own on our Sync Server, with end-to-end encrypted sync between your devices, live editing with the people you share them with, and storage for images and files. The pricing page shows the current price and the limits of each plan: how many graphs you can own, how much encrypted storage they can use, how many people can join each one, and the largest single file.

EtherPK's features may change, and you should keep your own copy of anything important (section 8).

4. Sync+ subscriptions, the trial and payment

• Trial. Your first Sync+ subscription starts with a 14-day free trial. We take your card details when the trial starts. If you cancel before the trial ends, you pay nothing. Each account gets one trial - a subscription you start again later is paid from the start.
• Renewal. When the trial ends, and then every month, your subscription renews automatically and we charge your card for the next month in advance, until you cancel.
• Price and VAT. The price is the one shown on the pricing page when you subscribe. Where VAT applies, it is included in that price.
• Price changes. If we change the price of Sync+, we will email you at least 30 days before the new price applies to your subscription. If you do not want to pay the new price, you can cancel before it applies.
• Payments. Stripe processes payments for us - we never see your full card number. If a payment fails, Stripe tries again. If the payment is still outstanding 7 days after it was due, your subscription ends as described in section 6.

5. Cancelling and refunds

You can cancel at any time from the Billing page on www.etherpk.com: Payment details opens Stripe's billing portal, where you cancel. Cancelling stops the next renewal. You keep Sync+ until the end of the period you have paid for, and we do not refund part of a period, except as set out below.

Your right to cancel as a consumer. If you live in the UK and use EtherPK for purposes outside your business, the law gives you 14 days from the day you start a subscription to change your mind. Because you ask us to start the service straight away, if you cancel in those 14 days you pay only for the service you had up to the day you cancelled:

• A subscription that starts with the free trial costs nothing in its first 14 days, so cancelling in that time costs nothing.
• A subscription that is paid from the start can be cancelled in its first 14 days by emailing us. We refund the payment, less an amount for the days you had Sync+, within 14 days of your email.

Nothing in these terms affects your other legal rights as a consumer, including your right to a service provided with reasonable care and skill. If something has gone wrong, contact us and we will look at it.

6. When Sync+ ends

When your subscription ends, because you cancelled or because a payment was not made, the graphs you own become read-only. You and the people you shared them with can still open them, and you can keep a local copy with the Local Mirror and delete them, but nobody can make changes. Starting Sync+ again makes them writable again.

After a retention period we may delete graphs that stay read-only. Keep a local copy of anything you want to keep. Graphs that other people own and share with you are not affected by your plan.

7. Your content

Your notes, files and other content are yours. You give us permission to store, copy and transmit them only as far as we need to run the service for you: to keep them on our Sync Server, send them to your devices and to the people you share them with, and keep backups.

Synced notes and files are end-to-end encrypted: your devices encrypt them before they reach us, and we do not hold the keys. We cannot read them, search them or recover them. We can see the information we need to run the service, such as your account details, which graphs you own and belong to, how much storage they use and when they change. The Privacy Policy lists it.

You are responsible for the content you store and for who you share it with. Everyone you share a graph with can read and copy what is in it, and change it if you allow them to.

8. Your keys and your copies

Your devices and your Recovery Code hold the keys to your encrypted notes. If you lose every device that can open your graphs and your Recovery Code, nobody, including us, can decrypt your notes again. Keep your Recovery Code somewhere safe.

We keep backups of the service to recover from our own failures, not to restore content you deleted. Keep your own copy of anything important, for example with the Local Mirror.

9. Acceptable use

You must not use the service to:

• break the law, or store or share content that is illegal or that infringes someone else's rights
• send malware, or attack, probe or overload the service or anyone else's systems
• get around the limits of your plan, or reach accounts, graphs or data that are not yours
• send spam or abuse through invitations, the contact form or any other feature
• resell the managed service, or provide it to others as your own service

We cannot see encrypted content, but we act on reports, on what we can see, and on lawful requests. If you break these rules we may suspend or close your account (section 12).

10. Availability and changes to the service

We work to keep the service running and your data safe, but we cannot promise it will always be available or free of faults. We may need to interrupt it for maintenance, for security, or for reasons outside our control. We may change or remove features. If a change takes away something you pay for, we will tell you in advance and you can cancel.

11. Limits on our liability

What we never limit. Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow us to limit or exclude.

Which other limits apply depends on how you use EtherPK. You are a business customer if you use it wholly or mainly for your trade, business, craft or profession, or on behalf of a company or other organisation. Otherwise you are a consumer.

If you are a consumer, we are responsible only for loss or damage that is a foreseeable result of our breaking these terms or failing to use reasonable care and skill. Loss is foreseeable if it was obvious that it would happen, or if you and we both knew when you agreed to these terms that it might happen. We are not responsible to a consumer for business losses, such as lost profits, lost business or business interruption.

Whichever you are, we are not responsible for loss or damage:

• that you could have avoided by following the advice in section 8: keeping your Recovery Code safe, and keeping your own copy of anything important
• caused by what you, or the people you share a graph with, do, such as deleting or changing content
• caused by something we do not provide, such as a Sync Server someone else runs (section 1), your email provider, or your own device, browser or internet connection
• caused by an event outside our control, as described below

Events outside our control. We are not responsible for a delay or failure in providing the service that is caused by an event outside the reasonable control of both us and our suppliers, such as a widespread failure of the internet or the power grid, a natural disaster, war, or an act of government. If one happens, we will tell you and do what we reasonably can to limit its effect. If it stops us providing Sync+ for more than 7 days in a row, you can end your subscription by emailing us, and we will refund the part of the period you paid for and did not receive.

If you are a business customer, these further terms apply:

• The service is provided as it is. We make no promises about it beyond those in these terms, and we exclude every term that the law would otherwise imply into them, as far as the law allows.
• We are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of these:
  • loss of profits, revenue, sales or business
  • business interruption
  • loss of anticipated savings
  • loss of business opportunity, goodwill or reputation
  • loss or corruption of data
  • any indirect or consequential loss
• Our total liability to you for all claims arising out of or in connection with these terms or the service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of £100 and the total amount you paid us for the service in the 12 months before the event that gave rise to the first claim.
• If someone else brings a claim against us that arises from your content or from your breaking section 9, you will pay us the loss, damages and reasonable legal costs we incur because of it.

Each limit in this section is separate. If a court decides that one of them does not apply, the others still do.

12. Suspending or ending your account

You can stop using the service at any time. Cancel any subscription first, then email us from the address on your account to ask us to delete it. The Privacy Policy says what is deleted and when.

We may suspend or close your account if you seriously or repeatedly break these terms, if the law requires it, or to protect the service or other people. Unless the law or the risk prevents it, we will tell you why and give you a chance to put things right or to take a copy of your data first. If we close an account for a reason other than your breach, we refund any part of a period you have paid for and not used.

13. Changes to these terms

We may update these terms, for example when the service or the law changes. The date at the top shows when they last changed. We will email you about a change that affects you before it applies, and at least 30 days before for a change that affects a paid subscription. If you do not agree, you can cancel and stop using the service. If you carry on after the change applies, the new terms apply to you.

14. Transferring these terms

We may transfer our rights and obligations under these terms to another organisation that takes over the service. We will tell you if that happens, and it will not reduce your rights. You may not transfer your account to someone else.

15. Running EtherPK software yourself

The EtherPK app and Sync Server software is licensed under the Elastic License 2.0 (ELv2). ELv2 is a source-available licence, not an open source licence. If you run the software yourself, the licence governs your use of it, these terms do not, and we provide no service, support or warranty for your installation.

16. Law and disputes

These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction. If you are a consumer living in Scotland or Northern Ireland, you can also bring proceedings in your local courts. If you have a complaint, contact us first so we can try to resolve it.