Terms of Use
Effective date: 16 June 2026 · Version 1.0
These Terms of Use (the "Terms") constitute a binding legal agreement between you ("you" or "User") and Tuga Capital LLC, a New Mexico limited liability company ("Tuga Capital", "PaperNote", "we", "us", or "our"), governing your access to and use of the PaperNote applications, the website at papernote.ink, and all related services (collectively, the "Services"). By downloading, installing, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not access or use the Services.
Please read carefully. These Terms contain provisions that limit our liability (Section 14), disclaim warranties (Section 13), describe a material limitation on data recovery arising from end-to-end encryption (Section 7), and require the resolution of disputes by binding individual arbitration and waive your right to participate in a class action (Section 18).
1. Definitions
- "App" means the PaperNote software application for iOS, iPadOS, and macOS.
- "License Key" means the anonymous credential issued upon purchase of a paid Subscription that activates paid features and synchronization across your devices.
- "Subscription" means a recurring paid plan (Premium or Unlimited) offered through the Services.
- "User Content" means any content you create, capture, import, or store using the Services, including text, handwriting, images, PDFs, audio, and transcripts.
- "Vault" means the end-to-end encrypted store of your User Content.
2. Eligibility
You must be at least the age of majority in your jurisdiction, or the minimum age required to form a binding contract, to use the Services. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity, in which case "you" refers to that entity.
3. License grant
3.1. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App on devices you own or control, and to use the Services, solely for your personal or internal business purposes.
3.2. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or disassemble any part of the Services, or attempt to derive source code, except to the extent such restriction is prohibited by applicable law.
4. Accounts and License Keys
4.1. Free tier. The free tier requires no account and operates locally on your device without synchronization.
4.2. Paid tier. Upon purchasing a Subscription, you receive a License Key that unlocks paid features and synchronization. The License Key, together with your device keys, controls access to your account and Vault. You are solely responsible for maintaining the confidentiality and security of your License Key and devices, and for all activity conducted thereunder. Any person in possession of your License Key may access your Subscription. A lost License Key may be retrieved using the email address you provided to our payment processor at checkout.
5. Subscriptions, fees, and billing
5.1. Plans. We currently offer: (a) Free — core note-taking at no charge; (b) Premium — US$4.99 per month — on-device AI transformations; and (c) Unlimited — US$29.99 per month — Premium features plus cloud AI with a monthly credit allowance. We may also offer a one-time AI Credits add-on (US$20.00) to Unlimited subscribers.
5.2. Billing and auto-renewal. Subscriptions are billed in advance through our payment processor and automatically renew at the then-current price for successive periods until cancelled. By subscribing, you authorize recurring charges to your payment method.
5.3. Cancellation. You may cancel at any time. Cancellation stops future renewals; your paid features remain active through the end of the then-current billing period. Subscriptions purchased through the Apple App Store are managed and cancelled through your Apple account.
5.4. Refunds. Except where required by applicable law or by the policies of the platform through which you purchased, all fees are non-refundable and there are no refunds or credits for partial periods.
5.5. Price changes. We may change prices prospectively; changes apply to billing periods commencing after notice to you.
5.6. Credits. Cloud-AI credits are consumed per action based on the content processed, have no cash value, are non-transferable, and, unless stated otherwise, do not carry over between billing periods.
5.7. Taxes. Stated prices exclude taxes unless otherwise indicated; you are responsible for applicable taxes.
6. Apple App Store terms
To the extent you obtain the App through the Apple App Store, you acknowledge that these Terms are between you and Tuga Capital only, not Apple; that Apple has no obligation to provide maintenance or support; that Apple is not responsible for any product warranties or claims; and that Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
7. End-to-end encryption; limitation on data recovery
Your Vault is encrypted on your device with keys held solely by you. We store ciphertext only and have no ability to access, decrypt, or recover your User Content.
YOU ACKNOWLEDGE AND AGREE that if you lose access to all of your devices and your iCloud Keychain, your Vault will be permanently and irrecoverably lost, and that no party, including us, will be able to recover it. You are solely responsible for maintaining device access and backups. To the maximum extent permitted by law, we shall have no liability for any loss of User Content.
8. Acceptable use
You agree not to, and not to permit any third party to: (a) use the Services in violation of any law or the rights of others; (b) upload, process, or store content you do not have the right to use; (c) interfere with, disrupt, or compromise the integrity or security of the Services or related systems; (d) attempt to gain unauthorized access to any account, system, or data; (e) circumvent usage limits, metering, or access controls; (f) use the Services to develop a competing product; or (g) use any automated means to access the Services other than through interfaces we provide. You are solely responsible for your User Content and your use of the Services.
9. User Content and ownership
9.1. As between you and us, you retain all rights, title, and interest in and to your User Content. We claim no ownership of it and, because it is end-to-end encrypted, we have no access to it.
9.2. Because we cannot access your User Content, we require no content license to operate the encrypted storage and synchronization features; you grant only such limited rights as are technically necessary to transmit and store the ciphertext at your direction.
9.3. You represent and warrant that you have all rights necessary to create and store your User Content and that it does not infringe or violate the rights of any third party.
10. Intellectual property
The Services, including the App, the Site, and all associated software, text, designs, logos, and trademarks (including "PaperNote"), are owned by Tuga Capital or its licensors and are protected by intellectual property laws. Except for the limited license in Section 3, no rights are granted to you. All rights not expressly granted are reserved.
11. AI features; no professional reliance
AI-generated outputs (including transcription, handwriting conversion, summaries, and answers) are produced by automated systems, may be inaccurate or incomplete, and are provided for assistance only. They do not constitute professional, legal, medical, financial, or other advice. You are responsible for reviewing and verifying any AI output before relying on it. The Services preserve your original inputs alongside any converted result so that you may verify accuracy.
12. Third-party services
The Services rely on third-party providers, including Apple, Stripe, Inc. (payments), and Cloudflare, Inc. (infrastructure and AI gateway). Your use of such services may be subject to their respective terms and policies. We are not responsible for the acts, omissions, or availability of third-party services.
13. Disclaimer of warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DATA WILL NOT BE LOST. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TUGA CAPITAL OR ITS OFFICERS, MEMBERS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$50. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
15. Indemnification
You agree to indemnify, defend, and hold harmless Tuga Capital and its affiliates and their respective officers, members, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your User Content, your use of the Services, or your breach of these Terms or of applicable law.
16. Term and termination
16.1. These Terms apply while you use the Services. You may stop using the Services and delete your account at any time.
16.2. We may suspend or terminate your access, with or without notice, if you materially breach these Terms, use the Services unlawfully, or where necessary to protect the Services or other users. Sections that by their nature should survive termination (including Sections 7, 9–15, and 17–20) will survive.
17. Governing law
These Terms are governed by the laws of the State of New Mexico and the applicable laws of the United States, without regard to conflict-of-laws principles. Subject to Section 18, the state and federal courts located in New Mexico will have exclusive jurisdiction, and you consent to personal jurisdiction there, except where applicable consumer-protection law provides otherwise.
18. Dispute resolution; arbitration; class waiver
18.1. Informal resolution. Before commencing any proceeding, you agree to contact us at privacy@papernote.ink and attempt to resolve the dispute informally for at least thirty (30) days.
18.2. Binding arbitration. Except as set out below, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration administered under the rules of a recognized arbitration provider, conducted in the State of New Mexico or remotely, and governed by the Federal Arbitration Act.
18.3. Class action waiver. Disputes will be conducted only on an individual basis and not as a class, consolidated, or representative action. You and we waive any right to a jury trial.
18.4. Exceptions and opt-out. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief for intellectual-property infringement or unauthorized access. You may opt out of this Section 18 by notifying us at the address above within thirty (30) days of first accepting these Terms.
19. Changes to the Services and these Terms
We may modify, suspend, or discontinue the Services in whole or in part at any time. We may also amend these Terms; the "Effective date" above indicates the latest revision, and material changes will be made available through the Site and, where appropriate, within the App. Your continued use of the Services after changes take effect constitutes acceptance.
20. Miscellaneous
20.1. Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.
20.2. Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.
20.3. No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
20.4. Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
20.5. Force majeure. We are not liable for any failure or delay resulting from causes beyond our reasonable control.
20.6. Notices. We may provide notices through the Site or App; you may contact us at the address below.
21. Contact
Tuga Capital LLC — New Mexico, United States · privacy@papernote.ink