Terms of service and sale

1. Purpose and acceptance

Noterz (noterz.app) is an online service published by Teddy Verneuil, a French sole trader (see the legal notice), hereinafter "Noterz". It lets a video maker send a film to their clients, collect their feedback shot by shot, turn it into an edit plan, export markers to their editing software and have the final version signed off.

These terms apply to anyone who creates a workspace or becomes a member of one, hereinafter "you". Creating a workspace, signing in or subscribing means you accept these terms, the privacy policy and the data processing agreement in part 12. They prevail over your own purchasing terms, unless Noterz has signed a written agreement.

2. A service for professionals

Noterz is meant for professionals: video makers, editors, studios, agencies and anyone using it for their professional activity. By opening a workspace, you state that you act in that capacity. Consumer-specific rules, including the right of withdrawal, therefore do not apply.

During the private beta, access is by invitation only, and some features may change or be removed.

3. Workspace, members and sign-in

• A workspace belongs to the person who creates it, its owner. The owner can appoint administrators, who manage the plan, the brand, clients and members with them. Only the owner can delete the workspace.
• You sign in with a code or link sent by email, or with your Google account. Keep access to your mailbox to yourself, and tell Noterz without delay about any use you did not authorise.
• You are responsible for how the members you invite use the workspace.

4. Your content

• Your films, files, brand and your clients' feedback remain yours. You grant Noterz only the right to host, encode, analyse and display them as far as needed to provide the service, for as long as they are kept.
• You warrant that you hold the rights to what you upload, and that you have obtained the necessary consent of the people who appear in your films.
• Noterz never uses your content for advertising or to train an artificial intelligence model.
• Illegal content is prohibited, in particular content that infringes the rights of others, human dignity or the protection of minors. Manifestly illegal content reported to contact@noterz.app is promptly removed, and the workspace concerned may be suspended.

5. Artificial intelligence

• When a round closes, a language model groups your clients' feedback into tasks per shot and may suggest questions to ask them. It does not see the video, never changes the original text of a piece of feedback and never touches your edit.
• The edit plan is an aid and may contain mistakes. You review the tasks and remain the sole judge of what you do with the film and what you deliver to your client.

6. Plans and prices

• Discovery: free, with no card and no time limit, one active project at a time and 5 GB of storage.
• Solo: €19 per month or €190 per year. Studio: €39 per month or €390 per year. Prices include VAT.
• The limits of each plan (active projects, storage, file size and length) are those shown on the Plans page of the application when you subscribe.
• The sale goes through Sold through Link, LLC, a Stripe group company acting as merchant of record: it calculates, collects and remits the VAT due according to your country and status, and sends you receipts and invoices. Noterz, under the French VAT exemption for small businesses, does not charge VAT itself.
• Noterz may change its prices. A new price applies to an ongoing subscription at its next renewal, after an email sent at least 30 days in advance; you can cancel before then.

7. Payment, renewal and invoices

• Payment is made by card or wallet (Apple Pay, Google Pay, Link) on Stripe's payment page, when you subscribe and at each renewal. Noterz never sees or keeps your payment details. Your bank statement shows LINK.COM*.
• The subscription renews automatically for the same period, month or year, until it is cancelled.
• Link emails you a receipt and an invoice for each payment; you can also find them in "Manage my subscription", on the Plans page, and on link.com. Link answers questions about a payment and may, in some cases, refund a payment within 60 days.
• Changing plan or period during a subscription is prorated.
• If a payment fails, it is retried over a few days. Without payment, the subscription ends and the workspace returns to Discovery: your projects stay, only new ones are limited.
• Any amount unpaid when due bears, by operation of law, late-payment interest at three times the French statutory interest rate, plus a fixed recovery fee of €40 (French Commercial Code, articles L441-10 and D441-5). No discount is granted for early payment.

8. Cancellation and deletion

• You can cancel at any time from "Manage my subscription", on the Plans page, or from link.com. Cancellation takes effect at the end of the period already paid, which is not refunded unless Link decides otherwise within 60 days; the workspace then returns to Discovery.
• You can delete a project, or the whole workspace once the subscription is cancelled. What you delete stays in the trash for 7 days, where you can restore it, then it is erased completely.
• Noterz may suspend or close a workspace in the event of a serious breach of these terms (illegal content, fraud, an attack on the security of the service or non-payment), after notifying you by email, except in an emergency.
• If Noterz discontinues the service, you are told at least 60 days in advance so you can retrieve your films and exports, and any subscription paid beyond the end date is refunded.

9. How long films are kept

Noterz is not an archiving service. Films are deleted automatically: the approved version and its download link 90 days after sign-off, earlier versions after 30 days, and any version of a project with no activity for 180 days. An email warns you 7 days before, and you can extend. Keep your original files and exports on your side.

10. Availability and liability

• Noterz does what is needed for the service to work and for your data to be protected, without guaranteeing uninterrupted operation or the absence of errors. The service relies on technical providers (hosting, video delivery, email, payment) and on your connection.
• Marker exports target the versions of Premiere Pro, DaVinci Resolve and Final Cut Pro available at the time; the Final Cut Pro export is in beta. A new version of these programs may change how they behave.
• Noterz is only liable for direct and foreseeable damage caused by a proven failure to meet its obligations. Its total liability is limited to the amounts you paid in the twelve months before the event giving rise to it. It is not liable for indirect damage, in particular loss of revenue, customers or data you did not keep a copy of. These limits do not apply in the event of gross negligence or wilful misconduct.
• Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code.

11. Noterz's property

The Noterz name, logo, screens, texts and code remain the property of their author. You receive a non-exclusive, non-transferable right of use for as long as you use the service. You may not copy or decompile the service, resell access to it, bypass its limits or test its security without written permission; a vulnerability found in good faith can be reported to contact@noterz.app.

12. Your clients' data: processing agreement

For the data of the people you invite to review a film and of the clients recorded in your workspace, you are the controller and Noterz acts as your processor, on your behalf. The following clauses form the data processing agreement required by article 28 of the General Data Protection Regulation (GDPR).

• Subject and duration: collecting and organising feedback on your films, while you use the service and until the data is erased.
• Nature and purposes: hosting, display, grouping of feedback by artificial intelligence, review emails, exports and delivery sign-off.
• Data subjects: your clients and reviewers, the members of your workspace. Data: first name, last name and email address when given, feedback (text, type, importance, moment in the film), drawings and frame captures, voice notes, replies, email preferences, device type and visit dates; for the delivery sign-off, first name, last name, IP address and browser.
• Instructions: Noterz processes this data only on your instructions, formed by these terms and your settings in the application, and tells you if an instruction seems unlawful.
• Confidentiality: only the publisher accesses this data, under a duty of confidentiality, and only when needed (support you ask for, security, legal obligation).
• Security: encrypted connections, workspaces isolated by access rules in the database, link tokens stored as hashes, signed short-lived media links, abuse limits, backups and a security review.
• Sub-processors: you authorise the providers listed in the privacy policy. Noterz tells you by email about any addition or replacement at least 30 days in advance; you can object on data protection grounds by cancelling. Noterz imposes equivalent obligations on them and remains liable to you.
• Transfers outside the European Union: only to these providers, with the safeguards described in the privacy policy.
• Assistance: Noterz helps you answer requests from data subjects (the application exports all of a reviewer's data; to erase one person's data without deleting the project, write to contact@noterz.app), ensure security, notify a breach and carry out an impact assessment where one is required.
• Data breach: Noterz notifies you without undue delay, and no later than 48 hours after becoming aware of it, with the information available.
• End of processing: a deleted project or workspace is erased after 7 days in the trash, then from backups when they expire. Before deleting, you can export the edit plan, the feedback and each reviewer's data.
• Verification: Noterz provides the information needed to check compliance with these obligations and answers your written questions. An audit may be carried out at your expense, at most once a year, with 30 days' notice and a confidentiality undertaking.
• Your commitments: have a legal basis for inviting your clients, upload only the data useful for the review and answer the requests they send you. The review link shows them the Noterz privacy policy.

13. People who review a film

• A reviewer has no account and no contract with Noterz. They never pay and never receive any commercial solicitation from Noterz. The link is given to them by the video maker, who remains their contact.
• They agree to post only lawful feedback, and not to share the film or the link beyond what the video maker intends.
• They only receive emails related to the review, and can unsubscribe from each of them.

14. Changes to these terms

Noterz may change these terms. A significant change is announced by email at least 30 days before it takes effect; continuing to use the service afterwards means you accept it, and you can cancel before then. The date at the top of the page shows the version in force.

15. Governing law and disputes

These terms are governed by French law. In case of disagreement, first write to contact@noterz.app to seek an amicable solution. Failing agreement within 30 days, the dispute is brought before the competent French courts.