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 Nodify Account, the Nodify Calendar desktop application, Nodify Cloud, 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, our account and service-management platform; (ii) the Nodify Calendar desktop application for Windows, macOS, and Linux; and (iii) Nodify Cloud, which provides Cloud Vaults, synchronization between authorized devices, and cloud-based schedule autocompletion.

Nodify Calendar may be used locally without creating a Nodify Account. Local Vaults remain on the user's device and do not require a paid Cloud entitlement. A Nodify Account is required to use Nodify Cloud, including access to Cloud Vaults, synchronization between authorized devices, and other paid Cloud functionality.

Nodify Calendar uses a vault-based storage model. You may create vaults that remain entirely local on your device or use Cloud Vaults that are stored and synchronized through Nodify Cloud. Events, tasks, reminders, and other items are synchronized according to the vault in which they are created.

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.

Organization Content: User Content that is submitted, uploaded, or otherwise provided through the Service by a user acting on behalf of, or using an account provisioned by, a company, employer, educational institution, or other organization, and that belongs to that organization rather than to the individual user.

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

Rights in User Content Granted by You. To the extent you elect to transmit User Content to Nodify — including through support requests, Feedback, optional crash reports, or by using Cloud Vaults — 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 solely as reasonably necessary to operate, maintain, secure, support, and provide the Service 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. This license applies only to User Content that is actually transmitted through the Service and does not extend to Local Vault content that remains solely on your device.

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 User Content through functionality made available by the Service. Content transmitted to Nodify may not be removed from all systems immediately. Copies may persist for a limited period in backups, replicated infrastructure, or records that Nodify is required or permitted to retain. Additional information regarding deletion and retention is provided in our 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 to access or use the Service, regardless of your location, unless a higher minimum age applies in your jurisdiction, in which case that higher minimum age applies. 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.

You do not need a Nodify Account to use Local Vaults and other functionality made available for local-only use. Nodify Cloud functionality requires a registered Nodify 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.

Accounts that violate these Terms, applicable law, or the security of the Service may be suspended or terminated in accordance with Section 18.

Deleting your Nodify Account is separate from cancelling a paid plan or deleting Cloud Vault content.

If you delete an Account associated with an active monthly Cloud subscription, that subscription will be set to cancel at the end of the then-current paid billing period. No refund will be provided solely because the Account was deleted.

Deleting an Account does not by itself surrender or revoke a valid Lifetime License. Certain commercial records associated with a Lifetime License may be retained separately from your Account so that valid paid rights may, where appropriate, be restored to a replacement Account.

Deleting an Account does not automatically delete Local Vaults stored on your devices or automatically delete Cloud Vaults. Cloud Vault deletion is governed by the controls and retention rules described in these Terms and the Privacy Policy.

4. Paid Cloud Plans

The Nodify Calendar application and Local Vault functionality are available without a paid Cloud plan.

Nodify offers two paid ways to access Nodify Cloud:

1. a monthly subscription (the “Monthly Plan”); and
2. Lifetime License.

The Monthly Plan and Lifetime License provide access to the same paid Cloud functionality, including Cloud Vaults, synchronization between authorized devices, and cloud-based schedule autocompletion.

A paid Cloud plan does not transfer ownership of the software and does not constitute a sale of the Service or any intellectual property rights.

Paid Cloud rights are personal to the applicable customer and may not be resold, sublicensed, assigned, shared, or otherwise transferred without Nodify's prior written consent.

For purposes of these Terms, “Cloud Entitlement” means the right to use Nodify Cloud functionality during an active free trial, an active Monthly Plan, or under an effective Lifetime License.

Free Trial

Nodify may offer a fourteen (14) day free trial of Nodify Cloud before a purchase is required. No payment method is required to begin the trial.

Nodify may limit free trials to one trial per customer. Nodify may use reasonable technical and account-based measures to enforce this limit.

When the free trial ends without the purchase of a Monthly Plan or Lifetime License, Cloud Entitlement lapses and paid Cloud functionality is suspended as described in Section 5.

Monthly Plan

The Monthly Plan renews automatically on a monthly basis unless cancelled.

You may cancel the Monthly Plan at any time through the methods made available through the Service or the applicable payment provider.

Cancellation becomes effective at the end of the then-current paid billing period. You will retain your Cloud Entitlement until that period ends.

Cancellation does not entitle you to a refund or credit for unused time remaining in the billing period, except where required by applicable law or expressly provided by the applicable payment provider.

If a recurring payment fails, the payment provider may retry payment for a limited period. During an applicable retry period, the Cloud Entitlement may remain active. If payment is not successfully completed and the subscription is cancelled, the Cloud Entitlement lapses.

Lifetime License

A Lifetime License is a one-time purchase that provides access to Nodify Cloud without recurring subscription fees for as long as Nodify continues to support Nodify Calendar.

“Lifetime” refers to the period during which Nodify supports Nodify Calendar and does not mean the lifetime of the purchaser. It does not guarantee that Nodify Calendar or Nodify Cloud will exist indefinitely or that any specific feature, functionality, architecture, interface, storage limit, or service configuration will remain unchanged.

Subscription to Lifetime Conversion

A customer with an active Monthly Plan may purchase a Lifetime License.

If a Lifetime License is purchased while a Monthly Plan is active, the Monthly Plan will remain active until the end of the then-current paid billing period and will then stop renewing.

No refund or credit will be provided for unused time remaining in the Monthly Plan solely because the customer purchases a Lifetime License.

A customer who already holds an effective Lifetime License may not purchase or maintain an additional Monthly Plan for the same Cloud Entitlement.

Fees and Fee Changes

Nodify reserves the right to modify fees or pricing models for paid plans.

For changes affecting an existing recurring subscription, Nodify will provide at least thirty (30) days' prior notice before the revised price takes effect.

Any revised subscription price will apply to future billing periods and will not retroactively change amounts already paid.

If you do not agree with a revised subscription price, you may cancel the Monthly Plan before the revised price becomes effective.

Changes to subscription pricing do not require additional payment from an existing holder of an effective Lifetime License for the Cloud functionality covered by that Lifetime License.

Nothing in these Terms guarantees the perpetual availability of any specific feature, functionality, storage limit, service configuration, pricing model, or Cloud architecture.

5. Cloud Access, Devices, and Lapse

Nodify Cloud may be used on up to three (3) devices at a time.

Signing a device into your Nodify Account may require a one-time sign-in code generated through the Account portal. Such codes may be single-use and expire after a limited period.

Users may remove or sign out devices through functionality made available by the Service in order to free available device slots.

Nodify may sign out, suspend, or deactivate devices where reasonably necessary to protect account security, respond to suspected credential compromise, investigate fraud or abuse, enforce these Terms, or comply with applicable law.

Cloud Entitlement may end or lapse when a free trial ends without a purchase, a Monthly Plan ends, an unresolved payment failure results in cancellation, a Lifetime License is refunded or withdrawn, or a qualifying payment dispute or chargeback is resolved against the customer. When Cloud Entitlement ends or lapses:

• existing Cloud Vaults do not automatically become Local Vaults;
• Cloud synchronization and other paid Cloud functionality are suspended;
• existing Cloud Vaults remain available on the user's authorized devices;
• users may continue to view and locally edit copies already present on those devices;
• local changes that cannot be synchronized may remain pending until Cloud Entitlement is restored;
• users may detach a Cloud Vault and continue using the resulting local copy without Cloud synchronization;
• users may restore eligible Cloud functionality by renewing or restoring Cloud Entitlement before the cloud copy is deleted; and
• creation of new Cloud Vaults may be unavailable while Cloud Entitlement is lapsed.

Nodify may retain the cloud copy of affected Cloud Vaults for up to ninety (90) days after Cloud Entitlement lapses.

If Cloud Entitlement is not restored during that period, Nodify may permanently delete the cloud copy and associated synchronization information, subject to limited retention in backups and any retention required or permitted by law.

Deleting a cloud copy does not delete copies that remain on the user's own devices.

Detaching a Cloud Vault and deleting a Cloud Vault are separate actions. Detaching stops the applicable local copy from participating in Cloud synchronization but does not by itself require deletion of the cloud copy. Users may separately delete Cloud Vaults through functionality made available by the Service or through an applicable deletion request.

A lapse of Cloud Entitlement does not automatically sign the user's devices out of the Account.

Nodify may impose reasonable product limits on Cloud storage, Cloud Vault counts, or similar Cloud resources. Current limits may be displayed within the Service or related documentation and may change over time.

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 or sign-in codes, device access, paid plans, Cloud Entitlements, or paid functionality to any unauthorized person or entity;
8. circumvent, disable, bypass, interfere with, manipulate, or otherwise defeat any licensing, subscription, 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 authentication credentials, activation credentials, payment entitlements, or 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, paid plans, Cloud Entitlements, device access, accounts, or related functionality where reasonably necessary to protect the Service, its users, third parties, or Nodify's legitimate business interests.

7. Algorithmic Scheduling Features

Nodify Calendar includes algorithmic scheduling functionality developed by Nodify (the “Scheduling Algorithm”).

For Local Vaults, the Scheduling Algorithm operates on the user's device. Calendar events, tasks, schedules, preferences, and related content contained in Local Vaults are not transmitted to Nodify for schedule autocompletion.

For Cloud Vaults, schedule autocompletion may be performed using Nodify Cloud infrastructure. Cloud Vault content must therefore be transmitted to and processed through the Cloud Service as described in our Privacy Policy.

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

Nodify does not guarantee that algorithmically generated schedules will be complete, optimal, achievable, error-free, or suitable for any particular purpose.

8. Refunds and Payment Disputes

The free trial described in Section 4 is intended to allow users to evaluate Nodify Cloud before purchasing a paid plan.

Monthly Plan

Monthly subscription payments are generally non-refundable once charged, except where a refund or cancellation right is required by applicable law or provided by the applicable payment provider.

Lifetime License

Lifetime License purchases are eligible for a refund within fourteen (14) calendar days following the original purchase date. After that period, Lifetime License purchases are generally non-refundable, except where a refund or cancellation right is required by applicable law or provided by the applicable payment provider.

Purchases and refunds may be processed by a third-party payment provider acting as merchant of record or in another applicable payment-processing role.

The payment provider may process charges, taxes, receipts, refunds, disputes, and other transaction-related matters under its own applicable terms.

Nodify may receive information necessary to determine and maintain the applicable Cloud Entitlement, process service-related consequences of refunds or disputes, prevent fraud, and provide support.

Upon issuance of a full refund for a Lifetime License, the associated Lifetime License and Cloud Entitlement will be withdrawn and affected Cloud Vaults will enter the lapse process described in Section 5.

A partial refund, goodwill credit, tax adjustment, or similar payment adjustment does not automatically withdraw a Lifetime License unless Nodify or the applicable payment provider expressly determines otherwise.

Payment Disputes and Chargebacks

If a payment dispute or chargeback relating to a Lifetime License is finally resolved against the customer and the applicable funds are not retained or reinstated, Nodify may withdraw the associated Lifetime License and Cloud Entitlement.

If the relevant funds are later reinstated, restoration of the Lifetime License may be reviewed by Nodify based on the circumstances.

A payment dispute relating to a Monthly Plan may result in cancellation or termination of that subscription in accordance with the applicable payment provider's procedures.

Where Cloud Entitlement ends because of a refund, qualifying chargeback, or payment reversal, Cloud Vaults will enter the same lapse process described in Section 5.

Refunds, cancellations, and payment disputes do not delete Local Vaults or local copies of Cloud Vaults stored on the user's device.

Nodify reserves the right to deny or restrict refund-related requests where permitted by law and where abuse, fraud, or manipulation of payment or refund systems 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.

Availability of Updates does not depend on whether you maintain a Monthly Plan or Lifetime License. Updates, including security Updates, may be provided to the Nodify Calendar application regardless of Cloud Entitlement status.

When an Update becomes available, the user decides for themselves whether to update the Service. 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, 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 is treated as Feedback and is governed by Section 11.

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.

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.

Nodify may use, reproduce, modify, adapt, disclose, distribute, commercialize, and otherwise use Feedback for any purpose, without restriction, attribution, notice, or compensation to you.

12. Communications from Nodify

When you create a Nodify Account, the product-newsletter preference may be enabled by default. The newsletter may contain information about product updates, new features, and changes to the Service and is not used to advertise third-party products or services. You may disable the newsletter preference at any time through Account settings.

You will continue to receive non-promotional emails relating to the products or Services you have requested, including administrative messages about the Services, subscriptions, licenses, updates to these Terms of Use and other Policies, and security matters, which you cannot opt out of where those communications are necessary to provide the Service.

13. Updates to These 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 or termination of access in accordance with Section 18, and in 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, INCLUDING NODIFY CLOUD, WILL BE ERROR-FREE, SECURE, AVAILABLE AT ALL TIMES, OR FREE FROM DEFECTS, INTERRUPTIONS, DELAYS, OR HARMFUL COMPONENTS.

NODIFY DOES NOT GUARANTEE ANY PARTICULAR UPTIME, SERVICE LEVEL, OR CONTINUOUS AVAILABILITY UNLESS EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT.

Nodify uses backup and recovery measures intended to improve the reliability of Nodify Cloud. However, no storage or backup system is infallible. Nodify does not guarantee that Cloud Vault content can always be recovered following data corruption, infrastructure failure, software defects, security incidents, or other unexpected technical events.

You are responsible for maintaining appropriate copies of information that is important to you and should not rely on Nodify Cloud as the sole backup location for irreplaceable information.

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 TOTAL 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, Cloud Entitlement, device access, Monthly Plan, or Lifetime License 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;
4. a qualifying payment dispute, chargeback, refund, or payment reversal affects your paid rights; or
5. such action is required by law.

In cases of confirmed fraud, Nodify may immediately block further purchases, sign out authorized devices, terminate or cancel an applicable Monthly Plan, and withdraw an applicable Lifetime License where reasonably necessary to protect the Service, Nodify, its users, or third parties.

Withdrawal or termination of Cloud Entitlement does not automatically delete Local Vaults or local copies of Cloud Vaults.

Where Cloud Entitlement ends, Cloud Vaults are subject to the lapse and retention process described in Section 5.

Deleting an Account does not automatically surrender a valid Lifetime License. Where appropriate and subject to reasonable verification, Nodify may assist with restoring valid paid rights to a replacement Account.

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 or Nodify Cloud, except where discontinuation is required by law, security concerns, force majeure events, or circumstances beyond Nodify's reasonable control.

For avoidance of doubt, a Lifetime License does not require Nodify to operate or support Nodify Cloud indefinitely. The Lifetime License remains effective only for as long as the applicable product continues to be operated and supported by Nodify.

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: contact@nodify.io