Terms of Use

1. Introduction

These Terms of Use (“Terms”) constitute a legally binding agreement between you and Nodify Systems, Inc., a Delaware corporation (“Nodify,” “we,” “us,” or “our”), governing your access to and use of account.nodify.io, the Nodify Calendar desktop application, and any related services, software, websites, features, and functionality (collectively, the “Service”).

By accessing, downloading, installing, activating, or using the Service, you agree to be bound by these Terms and our Privacy Policy.

Please read these Terms and Privacy Policy before using Services operated by Nodify Systems, Inc.

If you do not agree with any part of these Terms or Privacy Policy, please do not access or use our Service.

The Service consists of (i) Nodify Account, the licensing and account management platform at account.nodify.io, and (ii) the Nodify Calendar desktop application for Windows, macOS, and Linux. Calendar data, tasks, preferences, and scheduling information are stored locally on your device unless otherwise expressly disclosed by Nodify. For more information, please refer to our Privacy Policy.

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and Nodify regarding the Service and supersede all prior or contemporaneous agreements, communications, understandings, and representations relating to the Service.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

2. Content

For purposes of these Terms:

Nodify Content: The information, materials, and resources, including text, graphics, software, and media, provided or made available by Nodify Services or its licensors through the Service, excluding User Content and Third-Party Content, are copyrighted works owned by Nodify Systems, Inc. We retain all rights, titles, and interests in Nodify Content, including all related intellectual property rights. Unless explicitly permitted under these Terms of Service, any use of Nodify Content may constitute a violation of copyright or other applicable laws.

User Content: Any content you provide through the Service, including outputs.

Together, Nodify Content and User Content are referred to as “Content.”

Rights in User Content Granted by You. By sharing User Content through the Service, you grant Nodify a non-exclusive, transferable, worldwide, royalty-free license, with sublicensing rights, to use, host, cache, store, transmit, reproduce, display, and modify your Content (only for formatting) solely in connection with operating and providing the Service and Nodify Content to you. You retain all rights to your Content, except as specified otherwise. If you provide Organization Content, ownership may be governed by your agreement with the Organization or, in its absence, the Organization may hold the rights.

Rights in Content Granted by Nodify: Provided you adhere to these Terms, Nodify grants you a limited, non-exclusive, non-transferable license, which cannot be sublicensed, to download, view, copy, display, and print Nodify Content. This license is strictly for use in connection with your authorized activities within the Services and exclusively for personal, non-commercial purposes. Any other use of the Nodify Content is prohibited if there is no prior written consent.

Your Responsibility for User Content. You are solely responsible for your User Content and confirm that you either own it or have the rights needed to license it to us under these Terms. You also guarantee that your User Content, its use on the Service, and its use by Nodify will not infringe on third-party intellectual property, privacy, publicity rights, violate any laws, or breach agreements with third parties.

Removal of User Content: You have the ability to delete your User Content by explicitly removing it. Note that some of your User Content may not be entirely deleted, and certain copies may remain on the Service. For more detail please refer to the Privacy Policy.

3. Accounts

You may use the Service only if you have the legal capacity to enter into a binding contract under applicable law.

You must be at least sixteen (16) years old within jurisdictions where such age is required by law, including certain European jurisdictions, unless a higher minimum age applies in your jurisdiction. If we discover that you have misrepresented your age or violated this requirement, your access to the Service may be suspended or terminated immediately.

By using the Service, you represent and warrant that you satisfy all eligibility requirements. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Certain features of the Service require a registered account. You agree to provide accurate, complete, and current information and to maintain such information.

You are responsible for maintaining the confidentiality of your account and password information, including taking precautions to prevent unauthorized access to your computer, devices, or account. Sharing your login credentials or password with others is strictly prohibited and may compromise your account's security. You are solely accountable for all activities or actions conducted under your account, whether authorized by you or not. If you become aware of a security breach, such as unauthorized access or use of your account, you must notify us immediately. Prompt notification allows us to investigate and take necessary measures to secure your account and prevent further issues.

You are prohibited from using a username that belongs to another person or entity without proper authorization or a username that infringes upon the rights, including trademarks, of any individual or organization other than yourself. Additionally, usernames that contain offensive, vulgar, or obscene language are strictly prohibited. When choosing a username, it must comply with these guidelines to ensure respect for others and adherence to legal and community standards.

Nodify reserves the right to suspend or terminate accounts that violate these Terms, applicable law, or the security of the Service.

4. Paid Licenses

Nodify may offer paid licenses known as “Early Adopter Licenses” (License). An Early Adopter License grants access to Premium Features designated by Nodify at the time of purchase. Premium Features may include AI-powered scheduling functionality and other premium capabilities designated by Nodify.

The Nodify Calendar application itself may be downloaded, installed, and used without purchasing an Early Adopter License, subject to any limitations applicable to free users. An Early Adopter License does not transfer ownership of the software and does not constitute a sale of the Service or any intellectual property rights.

Licenses are personal to the purchasing account, non-transferable, and may not be resold, sublicensed, assigned, or otherwise transferred without Nodify's prior written consent.

Nodify reserves the right to introduce subscription-based plans in the future. If Nodify transitions from License to subscription plans, holders of valid License will automatically receive access to the applicable subscription plan for twelve (12) months at no additional charge.

Nodify will provide holders of License with at least thirty (30) days' prior notice before any transition from the License model to a subscription-based pricing model becomes effective.

Following the twelve (12) month complimentary subscription period, continued access to subscription-based features may require payment of applicable subscription fees. Users who choose to continue under a subscription plan may cancel their subscription at any time through their account settings or other methods made available by Nodify. Such cancellation may be made without prior notice to Nodify and will take effect in accordance with the applicable subscription billing terms in effect at the time of cancellation.

Nothing in these Terms guarantees the perpetual availability of any specific feature, functionality, service offering, or pricing model.

Fees and Fee Changes

Nodify reserves the right, at its sole discretion and at any time, to modify the Subscription Fees for Subscriptions, including any associated Add-Ons. We will provide reasonable advance notice of these changes to ensure you have time to review and respond. By continuing to use the Service after the fee change takes effect, you acknowledge and agree to pay the revised Subscription Fees. If you do not agree with the updated fees, you may choose to cancel your Subscription in accordance with the terms outlined in these Terms and Conditions.

5. License Activation & Enforcement

Paid licenses may be activated on up to three (3) devices simultaneously.

Activation requires a valid activation token issued by Nodify. Activation tokens are single-use and expire thirty (30) minutes after issuance.

After activation, the Service may periodically verify License status. The application may continue operating offline for up to seven (7) consecutive days following a successful License refresh. Upon expiration of the offline grace period, an internet connection may be required to verify continued eligibility for Premium Features.

Users may deactivate devices through the Service to free activation slots. Nodify does not automatically remove older device activations.

Nodify may suspend, revoke, or invalidate Licenses and activations in cases involving fraud, abuse, unauthorized sharing, refund issuance, replay attacks, security threats, or material violations of these Terms.

Following License revocation, Premium Features may be disabled. However, users will retain access to locally stored calendar and task data and to non-premium functionality, subject to technical limitations.

6. Acceptable Use and Restrictions

You may use the Service only in compliance with these Terms and all applicable laws and regulations.

You agree not to, and not to permit any third party to:

1. violate any applicable law, regulation, court order, or governmental requirement;
2. access or use the Service in any manner that could interfere with, disrupt, damage, disable, overburden, or impair the operation, security, or integrity of the Service;
3. attempt to gain unauthorized access to the Service, accounts, systems, networks, devices, or data belonging to Nodify or any third party;
4. distribute, upload, transmit, or otherwise make available any malware, viruses, ransomware, spyware, malicious code, or other harmful technologies;
5. use the Service for fraudulent, deceptive, misleading, unlawful, harmful, or abusive purposes;
6. use the Service in connection with activities that may cause harm to individuals, organizations, property, or public safety;
7. share, disclose, transfer, sell, rent, lease, sublicense, assign, or otherwise make available account credentials, activation tokens, device activations, Licensed Features, or paid entitlements to any unauthorized person or entity;
8. circumvent, disable, bypass, interfere with, manipulate, or otherwise defeat any licensing, activation, authentication, security, access-control, usage-limitation, or technical protection mechanisms implemented by Nodify;
9. attempt to generate, forge, replay, manipulate, duplicate, or otherwise misuse activation tokens, license credentials, or license verification mechanisms;
10. copy, modify, adapt, translate, create derivative works from, or otherwise alter any portion of the Service except as expressly permitted by applicable law;
11. reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, underlying structure, algorithms, models, protocols, or technology of the Service, except to the extent such restriction is prohibited by applicable law;
12. remove, alter, obscure, or circumvent any copyright notices, trademark notices, proprietary notices, attribution requirements, security features, or technical safeguards contained within the Service;
13. use automated tools, scripts, bots, crawlers, or similar technologies to access or interact with the Service in a manner not expressly authorized by Nodify;
14. use the Service in any manner that infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, publicity rights, contractual rights, or other legal rights of any person or entity.

Nodify reserves the right to investigate suspected violations of this Section and to suspend, restrict, revoke, or terminate access to the Service, licenses, activations, accounts, or Licensed Features where reasonably necessary to protect the Service, its users, third parties, or Nodify's legitimate business interests.

7. AI Scheduling Features

Nodify Calendar includes AI-powered scheduling functionality developed by Nodify.

AI Scheduling operates locally on the user's device. Calendar events, tasks, schedules, preferences, and related user content processed by AI Scheduling are not transmitted to Nodify for AI processing.

You acknowledge that AI-generated recommendations are informational tools intended to assist productivity and scheduling decisions. You remain solely responsible for reviewing, evaluating, and implementing any recommendations generated by the Service.

8. Refunds

Early Adopter License purchases are eligible for a refund within fourteen (14) calendar days following the original purchase date.

Upon approval of a refund, the associated license and all related device activations may be revoked. Access to premium licensed functionality, including AI Scheduling features requiring a paid license, may terminate following revocation.

Refunds do not affect a user's access to locally stored calendar data, task data, or other content residing solely on the user's device.

Nodify reserves the right to deny refund requests where required by law, where abuse of the refund policy is detected, or where fraudulent activity is reasonably suspected.

9. Updates & Auto-Updates

Nodify may provide updates, upgrades, patches, bug fixes, security improvements, feature enhancements, and other modifications to the Service (“Updates”).

By using the Service, you acknowledge and agree that Updates may be made available automatically or manually. Certain Updates may be required to maintain security, reliability, legal compliance, interoperability, or functionality of the Service.

Users may disable automatic updates where such an option is made available by Nodify. However, Nodify reserves the right to require installation of critical security updates or other mandatory updates necessary to protect the Service, users, or third parties from any risks.

Failure to install mandatory updates may result in degraded functionality, suspension of Premium Features, inability to access certain online services, or incompatibility with future versions of the Service.

Nodify is not responsible for issues arising from the use of outdated versions of the Service after Updates have been made available.

10. Beta Features

From time to time, Nodify may offer experimental, pre-release, alpha, beta, preview, early access, or evaluation features (“Beta Features”).

Beta Features are provided solely for testing and evaluation purposes and may contain errors, defects, interruptions, or other issues that are not present in generally available releases.

Nodify may modify, suspend, discontinue, or remove Beta Features at any time without notice and without liability.

You may choose to provide feedback regarding Beta Features. Any such feedback shall be deemed Feedback under these Terms and may be used by Nodify without restriction or compensation. For more information, please refer to Section 11. Feedback.

BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND AND MAY NOT ACHIEVE THEIR INTENDED RESULTS.

11. Feedback

We welcome feedback, comments, suggestions, ideas, enhancement requests, recommendations, and other input regarding the Service (“Feedback”).

You acknowledge and agree that submitting Feedback is voluntary and does not create any obligation on the part of Nodify to implement, use, evaluate, or respond to such Feedback.

You also acknowledge and expressly agree that your submission of Feedback does not and will not grant you any right, title, or interest in the Service or in any improvements, modifications, features, products, or services developed by Nodify based on such Feedback.

All Feedback shall become the sole and exclusive property of Nodify. Nodify may use, reproduce, modify, adapt, disclose, distribute, commercialize, and otherwise use Feedback for any purpose, without restriction, attribution, notice, or compensation to you.

To the extent any rights may vest in you, you hereby irrevocably assign to Nodify all right, title, and interest in and to such Feedback, including any and all intellectual property rights therein, including patent rights, copyrights, trade secrets, know-how, moral rights, trademark rights, and any other proprietary rights recognized under applicable law.

12. Communications from Nodify

By creating an account on our Service, you agree to subscribe to newsletters and other messages related to the use of the Service and your data. However, you may opt out of receiving newsletters from us by following the unsubscribe link at the bottom of the email. Please note that you will still receive emails related to the products or Services you have requested. Additionally, we may send you non-promotional emails about the Services, updates to this Terms of Use and other Policies, or security matters, which you cannot opt out of.

13. Updates to This Terms

We may update these Terms of Use occasionally. Any significant changes to these Terms will be communicated to you via email. We may also make minor updates to these Terms of Use that do not significantly impact your use of the Service, for which we won't send an email notification. We suggest reviewing this page from time to time to stay informed about any updates. If you find any minor updates unacceptable, please contact us immediately and stop using the Nodify Service until the matter is addressed. Continuing to use the Nodify Service after minor updates are posted means you accept those changes.

14. Intellectual Property

The Service, including all software, algorithms, models, user interfaces, designs, trademarks, logos, documentation, text, graphics, and related materials, is owned by Nodify Systems, Inc. and its licensors and is protected by United States and international intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to you.

“Nodify,” “Nodify Calendar,” and related names, logos, and branding are trademarks or trade dress of Nodify Systems, Inc. You may not use such marks without Nodify's prior written permission.

Any unauthorized use of the Service or Nodify intellectual property may result in suspension of access and legal action.

15. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.

NODIFY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND UNINTERRUPTED OPERATION.

NODIFY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, AVAILABLE AT ALL TIMES, OR FREE FROM DEFECTS, INTERRUPTIONS, OR HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NODIFY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS LIMITATION INCLUDES DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NODIFY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO NODIFY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Indemnification

You agree to defend, indemnify, and hold harmless Nodify Systems, Inc., its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. your use of the Service;
2. your violation of these Terms;
3. your violation of applicable law;
4. your infringement of any intellectual property, privacy, or other rights of a third party; or
5. any content, data, or materials submitted or transmitted by you through the Service.

18. Termination

You may stop using the Service at any time.

Nodify may suspend, restrict, or terminate your access to the Service, your account, licenses, or premium features at any time if we reasonably believe that:

1. you have violated these Terms;
2. continued access creates security, legal, or operational risks;
3. fraudulent or abusive activity has occurred; or
4. such action is required by law.

Termination does not affect any rights or obligations that accrued before termination.

Nodify will provide at least twelve (12) months' prior notice before permanently discontinuing the Nodify Calendar product, except where discontinuation is required by law, security concerns, force majeure events, or circumstances beyond Nodify's reasonable control.

19. Governing Law and Venue

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

The state and federal courts located in Delaware shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms or the Service.

You and Nodify each irrevocably consent to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

20. Assignment

You may not assign or transfer any rights or obligations under these Terms without Nodify's prior written consent. Nodify may assign or transfer these Terms, in whole or in part, without restriction in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

21. Survival

Any provisions of these Terms that by their nature should survive termination shall survive, including provisions relating to intellectual property, feedback, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

22. Waiver

The failure of Nodify to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision. Any waiver must be in writing and signed by an authorized representative of Nodify.

23. Contact Information

If you have questions regarding these Terms of Use or related Policy, please contact us at:

Email: [email protected]