Rounded edges to web page

Terms of Service

Effective Date: February 1, 2008

BETA TEST NOTICE. Evernote Corporation’s Service (the “Service”) is currently in the beta testing stage. You understand and agree that the Service may still contain software bugs, suffer disruptions, and not operate as intended. Your use of the Service at this stage signifies your understanding of and agreement to participate in the Service’s beta testing. Registration for the Service is at preview.evernote.com. Software update notices will be sent via e-mail and also posted on the web site.

Thank you for using Evernote, developed and operated by Evernote Corporation. By using this Service, you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms of Service”). This is a binding Agreement between Evernote Corporation (“Evernote”, “we”, “us”) and you. We may update the Agreement in the future with or without notice; the most current version of this agreement is available at www.evernote.com/about/tos.

1. SERVICE DESCRIPTION

The Evernote Service consists of computer programs for capturing, organizing, searching, storing, synchronizing, recognizing, sharing and transmitting any number of typed, handwritten, or imaged notes or clippings on multiple computer and network platforms.

2. USE OF SERVICES

Evernote offers Services to you, provided that (i) you are of legal age to form a binding contract; and (ii) you are not barred from receiving services under the laws of the United States. In order to access the Services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Services. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to immediately notify Evernote of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your access information secure.

3. MEMBER CONDUCT

You acknowledge and agree that all information and materials available with the Services (“Content”) are the sole responsibility of the person from whom such Content originated. We reserve the right, but shall have no obligation, to pre-screen, refuse or move any Content available with the Services. You further understand that by using Services you may be exposed to offensive, indecent or objectionable Content, and that you use Services at your own risk. There are commercially available services and software to limit access to material that you may find objectionable. We may, but shall have no obligation, to provide such services and software.

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using Services and for any consequences thereof. You agree to use Services only for purposes that are legal, proper and in accordance with the Agreement and any applicable policies, guidelines and laws. You agree that you will not engage in any activity that interferes with or disrupts Services, servers or networks connected to Services.

In addition to this agreement, your use of some specific Services may be governed by the policies or guidelines that are presented to you when you sign up for or access those services and which may be specifically incorporated into this Agreement.

You further agree to NOT use Services to:

(a) Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive to another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;

(b) Harm minors in any way;

(c) Impersonate any person or entity, including, but not limited to, an Evernote staff member, or falsely state or otherwise misrepresent your affiliation with Evernote or any other person or entity;

(d) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(e) Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;

(g) Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(h) Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(j) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;

(k) “Stalk” or otherwise harass another person or company;

(l) Collect or store personal data about other users for business purposes;

(m) Promote or provide instructional information about illegal activities, promote physical harm or injury against any governmental entity, group or individual, or promote any act of cruelty to animals, including but not limited to providing instructions on how to assemble bombs, grenades, and other weapons or incendiary devices;

(m) Use Services as a forwarding means to another website;

(n) Allow usage by others in such a way as to violate the Agreement;

(o) Engage in commercial activities within Services or on behalf of Evernote without prior approval, including but not limited to the following activities:

  • (i) Displaying a banner that is designed to profit you or any other business or organization; and
  • (ii) Displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites;

(p) Employ tactics to prevent the full and complete display of advertisements within Services, including but not limited to making style changes, customizations, or overrides that effectively block or substantially impair the display of advertisements within the Services;

(q) Solicit passwords or personal identifying information for unintended, commercial or unlawful purposes from other users;

(r) Exceed the scope of Services that you have signed up for, for example, accessing and using features that you do not have a right to use, or deleting, adding to, or otherwise changing other people’s entries or other content when you have not been granted the privileges to do so; and/or

(s) Make excessive or otherwise harmful automated use of the system.

If you encounter any of these prohibited uses while accessing the Service, look for a button or hyperlink in the user interface labeled “Report Abuse” and follow the instructions to submit the appropriate information to Evernote.

4. PRIVACY POLICY

Our Privacy Policy is published at www.evernote.com/privacy. By using our Services, you acknowledge, accept and agree with all provisions of the Privacy Policy. You further understand that the technical processing and transmission of Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. PROPRIETARY RIGHTS, LICENSES AND LIMITATIONS

Evernote Rights

You acknowledge and agree that software used in connection with Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that Content presented to you through Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Evernote or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Services, Content or Software, in whole or in part.

You agree that Evernote has the rights (i) to aggregate and syndicate Content submitted, posted or displayed by you on or through Services through Evernote public notebooks and use that Content in connection with any of the Services; and (ii) to decline accepting, posting, displaying or transmitting any Content in our sole discretion.

Your use of any Software provided with the Services will be governed by this Agreement and any additional terms and conditions of the end user license agreement(s) accompanying such Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to Services. You further agree not to access Services by any means other than through the interface that is provided by Evernote.

Your Rights

We claim no ownership or control over any Content submitted, posted or displayed by you on or through Services. You or the provider of original Content licensed by you retain all patent, trademark and copyright to any Content you make available on or through Services. You are responsible for protecting those rights. By making available any Content intended for the general public, you grant Evernote a worldwide, non-exclusive, royalty-free right and license to reproduce, adapt and publish such Content on Services solely for the purpose of displaying, distributing and promoting Services. This license terminates when Content is removed, for whatever reason, from the Service to which you originally submitted such Content.

Subject to the Agreement, Evernote grants you a personal, non-exclusive, non-transferable right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law.

You further agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of Services, use of Services, or access to Services.

Additionally, you agree that Evernote may automatically check your version of the Software and may automatically download and install updates, upgrades, new versions, patches, bug fixes, enhancements, plug-ins and add-ons to the Software.

6. OTHER INTELLECTUAL PROPERTY RIGHTS

It is our policy to respond to clear and complete notices of alleged copyright infringement that are compliant with the United States Digital Millennium Copyright Act (DMCA, www.copyright.gov). If you believe that your work has been used in the Service in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with a formal notice containing the following information:

  1. Identification of the specific copyrighted work that you believe has been infringed upon;
  2. Identification of the Web page URL(s) within the Service containing the copyrighted content or intellectual property that you claim has been infringed. It should be as detailed as possible in describing which content on the page(s) you believe infringes upon the work identified in item #1 above;
  3. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law along with a printed signature of the copyright or intellectual property owner or authorized agent;
  4. Your name, mailing address, telephone number, and e-mail address; and
  5. A signed statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Send the written communication via regular mail or fax to:

Evernote Corporation

Attn: Compliance Manager

710 Lakeway Drive #290

Sunnyvale, CA 94085

Fax: (408) 746-9901, Attn: Compliance Manager

We will respond and/or take action on all complete and qualified notices within 48 business hours of receiving your correspondence.

Counter Notification

The Evernote subscriber who created the affected content may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we may reinstate the material in question.

To file a counter notification with us, you must provide a written communication (by fax or regular mail -- not by email, except by prior agreement) that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney. A sample counter notification may be found at www.chillingeffects.org/dmca/counter512.pdf.

To expedite our ability to process your counter notification, please provide us with a formal notice containing the following information:

  1. Identify the specific URLs, Notebooks, Notes, or other unique identifying information of material that Evernote has removed or disabled public access.
  2. Your name, address, telephone number, e-mail address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Santa Clara County, California if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
  3. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each search result, message, or other item of content identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled at the URL identified and will no longer be shown.”
  4. Sign the paper.

Send the written communication via regular mail or fax to:

Evernote Corporation

Attn: Compliance Manager

710 Lakeway Drive #290

Sunnyvale, CA 94085

Fax: (408) 746-9901, Attn: Compliance Manager

Any use of Evernote trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be approved in advanced, in writing by Evernote Corporation. Send requests to the mailing address above, or via e-mail to compliance AT evernote.com.

7. STORAGE AND USE

We retain the right, at our sole discretion, to create limits to the size of storage, number of transactions and other storage, access and transmission limitations at any time, with or without notice. You agree that Evernote has no responsibility or liability for the deletion or failure to store any Content available with the Services.

Upon the termination of your use of the Services, irrespective of the reasons, we will close your account and you will no longer be able to retrieve content contained in that account.

8. MODIFICATIONS

We reserve the right at any time and at our sole discretion to modify or discontinue, temporarily or permanently, Services or any part thereof, with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of Services.

9. TERMINATION

You may discontinue your use of Services at any time. You agree that we may at any time and for any reason, including a period of account inactivity, terminate your access to Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to Services, your account or any files or other content contained in your account. Sections 8 (Modifications), 11 (Links), 12 (Indemnity), 13 (Disclaimer of Warranties), 14 (Limitation of Liability) and 17 (including choice of law, severability and statute of limitations) of the Agreement, shall survive expiration or termination.

10. ADVERTISEMENTS

Some Services may be supported by advertising revenue and may display advertisements and promotions on the service. The manner, mode, extent and terms of our advertising on Services are subject to change. We shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such practices or changes or as the result of the presence of such advertisers on Services.

11. LINKS

Services or portions of Content published on Services may include links to other websites or resources. We have no control over such sites and resources; you acknowledge and agree that (i) we are not responsible for the availability of such external sites or resources; (ii) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources; (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content materials available on or through any such site or resource.

12. INDEMNITY

You agree to hold harmless and indemnify Evernote, its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of Services, violation of this Agreement or any other actions connected with use of Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgment ts, litigation costs and attorneys’ fees, of every kind and nature. In the event of such claim, we will provide you with written notice of the claim, suit or action.

13. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF SERVICES IS AT YOUR SOLE RISK. SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERNOTE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. EVERNOTE DOES NOT WARRANT THAT (i) SERVICES WILL MEET YOUR REQUIREMENTS; (ii) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH SERVICES WILL MEET YOUR EXPECTATIONS; (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND (vi) ANY BETA OR EVALUATION VERSIONS OF SOFTWARE OR SERVICES WILL BE RELEASED AS FINAL COMMERCIAL AND/OR FREE SOFTWARE OR SERVICES.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVERNOTE OR THROUGH OR FROM SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

14. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT EVERNOTE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EVERNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SERVICES; OR (v) ANY OTHER MATTER RELATING TO SERVICES.

15. EXCLUSIONS AND LIMITATIONS

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS IN SECTIONS 13 AND 14 WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. NOTICE

You agree that we may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on Services.

17. GENERAL INFORMATION

Entire Agreement. The Agreement (including any policies, guidelines or amendments that may be presented to your form time to time) constitutes the entire agreement between you and Evernote and governs your use of Services. This Agreement supersedes any prior agreements between you and Evernote for the use of Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software.

Jurisdiction. The Agreement and the relationship between you and Evernote shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Evernote agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

Waiver and Severability of Terms. The failure of Evernote to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Headings. The section headings in the Agreement are for convenience only and have no legal or contractual effect.