Terms of Service

1. Acceptance of Terms

By accessing, downloading, purchasing, or using any software or services provided by Negative Space Software LLC ("we," "us," "our," or "Company"), you ("user," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our software or services.

These Terms constitute a legally binding agreement between you and Negative Space Software LLC. By clicking "I Agree," purchasing our software, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Service Description

Negative Space Software LLC provides:

Software Applications: Desktop productivity software including Notecognito and Detextify
Software Licenses: Lifetime licenses granting you the right to use our software
Software Updates: Ongoing updates and bug fixes during the product's active development
Technical Support: Email-based customer support for licensed users
Documentation: User guides and help resources

Our software operates on a local-first principle, meaning your data remains on your device and is not transmitted to our servers except for license validation purposes.

3. User Eligibility

3.1 Age Requirements

You must be at least 13 years old to use our services. By using our software, you represent and warrant that you are at least 13 years of age.

3.2 Geographic Restrictions

Our services are available worldwide, except in countries subject to U.S. export restrictions or embargoes. You are responsible for compliance with local laws regarding the use of our software.

3.3 Legal Capacity

You must have the legal capacity to enter into binding agreements. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Account Responsibilities

4.1 License Key Security

You are responsible for maintaining the confidentiality of your license key
You must not share, sell, or distribute your license key to others
You must notify us immediately of any unauthorized use of your license

4.2 Accurate Information

You agree to provide accurate and complete information when:

Purchasing our software
Contacting customer support
Activating or transferring licenses

4.3 Compliance

You are responsible for ensuring your use of our software complies with all applicable laws and regulations.

5. Acceptable Use Policy

5.1 Permitted Uses

You may use our software for any lawful purpose, including personal, educational, and commercial use.

5.2 Prohibited Uses

You may NOT use our software to violate laws, infringe rights, create malicious content, or harm others.

Prohibited Activities Include:

Violate any applicable laws or regulations
Infringe upon the rights of others
Create, store, or distribute malicious content
Harass, abuse, or harm individuals or groups
Engage in any activity we reasonably determine to be unethical or harmful
Reverse engineer, decompile, or attempt to extract source code
Circumvent license restrictions or validation mechanisms

5.3 Consequences of Violation: Violation of this Acceptable Use Policy may result in immediate termination of your license without refund.

6. Intellectual Property Rights

6.1 Software Ownership

All software, including code, design, graphics, and documentation, remains the exclusive property of Negative Space Software LLC. These Terms grant you only a license to use the software, not ownership.

6.2 Trademarks

"Negative Space Software," "Notecognito," "Detextify," and associated logos are trademarks of Negative Space Software LLC. You may not use our trademarks without prior written permission.

6.3 Feedback

Any feedback, suggestions, or ideas you provide about our software become the property of Negative Space Software LLC and may be used without compensation to you.

7. User-Generated Content

7.1 Your Content

You retain all rights to content you create using our software. We do not claim ownership of your notes, documents, or other content.

7.2 Local Storage Only

All content you create is stored locally on your device. We have no access to, control over, or responsibility for your content.

7.3 Content Responsibility

You are solely responsible for:

The content you create using our software
Backing up your data
Ensuring your content complies with applicable laws

8. Disclaimers

8.1 "As Is" Basis

OUR SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

8.2 No Warranty

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
UNINTERRUPTED OR ERROR-FREE OPERATION
SECURITY OR ACCURACY

8.3 Third-Party Services: We are not responsible for third-party services, including payment processors or hosting providers.

9. Limitation of Liability

9.1 Damages Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEGATIVE SPACE SOFTWARE LLC SHALL NOT BE LIABLE FOR:

Indirect, incidental, special, consequential, or punitive damages
Lost profits, data loss, or business interruption
Any damages exceeding the amount you paid for the software

9.2 Essential Purpose

These limitations apply even if remedies fail their essential purpose and regardless of the legal theory on which the claim is based.

10. Indemnification

You agree to indemnify, defend, and hold harmless Negative Space Software LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

Your use or misuse of our software
Your violation of these Terms
Your violation of any rights of another party
Content you create using our software

11. Termination

11.1 Termination by You

You may stop using our software at any time. This does not entitle you to a refund.

11.2 Termination by Us

We may terminate your license if you:

Violate these Terms
Use the software for prohibited purposes
Engage in software piracy or license fraud

11.3 Effect of Termination

Upon termination:

Your license to use the software ends immediately
You must destroy all copies of the software
Sections of these Terms that by their nature should survive termination will remain in effect

12. Governing Law and Jurisdiction

12.1 Governing Law

These Terms are governed by the laws of Florida, United States, without regard to conflict of law principles.

12.2 Jurisdiction

You agree to submit to the personal and exclusive jurisdiction of the courts located in Miami-Dade County, Florida, United States.

12.3 International Use

If you access our services from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any legal action, you agree to try to resolve disputes informally by contacting us at [email protected].

13.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association, except for disputes that qualify for small claims court.

13.3 Class Action Waiver

You agree to resolve disputes only on an individual basis and waive any right to bring or participate in a class action.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and License Agreement, constitute the entire agreement between you and Negative Space Software LLC.

14.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

14.3 No Waiver

Our failure to enforce any provision shall not constitute a waiver of that or any other provision.

14.4 Assignment

You may not assign these Terms. We may assign our rights and obligations without restriction.

14.5 Force Majeure

We are not liable for any delay or failure to perform due to causes beyond our reasonable control.

14.6 Updates to Terms

We may update these Terms from time to time. Material changes will be notified through software updates or email.

15. Contact Information

For questions about these Terms of Service:

See our contact page.