Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Simplisik LLC, a Tennessee limited liability company (“Simplisik”, “we”, “us” or “our”). They govern your use of Rightnote, including the Rightnote Chrome extension for Gmail, the web app at app.rightnote.ai, our email tracking service at t.rightnote.ai, and the rightnote.ai website (together, the “Services”).

If you use the Services for a company or other organization, you accept these Terms on its behalf and confirm that you have authority to bind it. In that case “you” means the organization.

By signing in, starting a trial or subscription, or using the Services, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Services.

1. The Services

Rightnote is a customer relationship manager that works inside Gmail. It lets you keep clients, deals, notes and reminders next to your email, and send follow-up sequences: series of emails that Rightnote sends from your own Gmail account on a schedule and stops when the recipient replies. Which features you can use depends on your plan.

We continually improve the Services and may add, change or remove features. If a change materially reduces the core functionality of a paid plan you have already paid for, we will notify you. If you cancel because of that change within 30 days of our notice, we will refund the unused portion of your prepaid fees.

Features we label as beta, preview, early access or “coming soon” are provided as-is. They may change or be discontinued at any time and are excluded from any commitments in these Terms.

2. Eligibility

To use the Services you must:

• be at least 18 years old and able to form a binding contract;
• have a Google account in good standing that you are allowed to use with third-party apps;
• not be barred from using the Services under the laws of the United States or any other applicable jurisdiction;
• not be located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and not be on any U.S. government list of prohibited or restricted parties.

The Services are designed for business use. They are not directed to consumers for personal use or to children.

3. Accounts, workspaces and your Google account

Signing in and connecting Gmail

You sign in with Google. When you do, you authorize us to access your Google account with the permissions you grant, to send email from your Gmail account as you direct, and to read the email information described in our Privacy Policy. You can remove that access at any time in your Google account or by disconnecting the inbox in Rightnote. Without it, sequences cannot send and Rightnote cannot detect replies.

Connect only Gmail accounts that you own or are authorized to use. If your Google account belongs to an employer or another organization, you are responsible for complying with its policies, and its administrator may limit or remove Rightnote’s access.

Your account

You are responsible for all activity under your account and for keeping your Google account and devices secure. Contact us right away if you think someone has accessed your account without permission.

Workspaces

Clients, deals, sequences and settings belong to a workspace. The person or organization that controls a workspace (through its admins) controls its data, membership, roles and billing. If you join someone else’s workspace, its admins can access, change, transfer and delete the content you create there, and can remove you. The workspace’s controller is responsible for its members’ use of the Services.

Service communications

We may send you messages about your account, billing, security and changes to the Services or these Terms. These are part of the Services and you cannot opt out of them while you have an account. If we send marketing emails, each one will include a way to unsubscribe.

4. Plans, trials and billing

Plans

We offer a free plan and paid plans (currently Pro and Team). Each plan’s features, prices and limits are described on our pricing page and shown in the web app when you choose a plan. Limits include seats, connected inboxes, pipelines, active sequences and new sequence enrollments per month. Where a plan feature is described as “unlimited”, there is no fixed numeric cap on that item. It is still subject to reasonable use, sending limits (Section 6) and these Terms. Team plans are billed per seat.

We may change the features or limits of the free plan, or discontinue it, by giving at least 30 days’ notice.

Automatic renewal

Paid plans are subscriptions that renew automatically until you cancel. At the start of each billing period (monthly or annual, as you choose) we charge your payment method the then-current price for your plan and number of seats, plus applicable taxes. Before you buy, the checkout page shows the price, billing frequency and renewal terms. Annual plans are billed for the full year in advance.

Free trials

A workspace may get one free trial of a paid plan, for the length shown at checkout (currently 14 days). If you give us a payment method to start a trial, the trial automatically becomes a paid subscription unless you cancel before it ends. We will then charge the plan price shown at checkout when the trial ends, and every month or year after that until you cancel. If you cancel during the trial, you will not be charged.

How to cancel

You can cancel at any time, online, from Settings → Billing in the web app. You can also cancel by emailing legal@rightnote.ai from your account email. Cancellation takes effect at the end of the current billing period or trial. Paid features stay available until then, and you will not be charged again.

Refunds

Except where these Terms say otherwise or the law requires, payments are non-refundable. We do not give refunds or credits for partial billing periods, unused seats or features, or downgrades.

Changing plans and seats

If you switch between paid plans or billing periods, or add seats, the change takes effect immediately. Charges or credits are prorated as shown when you make the change. When a paid subscription ends, your workspace returns to the free plan. Features and limits not included in the free plan stop applying; for example, sequences above the free plan’s limit may be paused.

Price changes

We may change our prices. We will notify you at least 30 days before a price change applies to you. The new price starts at your first renewal after the notice period, and you can cancel before then to avoid it.

Payment, taxes and failed payments

Payments are processed by our payment processor, Stripe. You authorize us and Stripe to charge your payment method for all fees you incur. Prices are in U.S. dollars and do not include taxes unless stated. We will add sales, use or similar taxes where we are required to collect them, and you are responsible for any other taxes on your purchase. If a payment fails, we may retry it. If the problem is not fixed after notice to you, we may suspend paid features or move your workspace to the free plan.

Reminders and promotions

Where the law requires it, we will remind you before a trial converts or a subscription renews, including how to cancel. Promotional codes are subject to the terms shown with them, have no cash value and cannot be combined unless we say so.

5. Your content

You own your content

“Your Content” means the clients, companies, deals, notes, reminders, sequences, templates and other material that you or your workspace members put into the Services, and the email data the Services process for you. As between you and us, you own Your Content.

License you give us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit and display Your Content only as needed to operate, provide, secure and support the Services for you, including sending the emails you schedule. It lasts while Your Content is on the Services and for the deletion period described in our Privacy Policy. Our service providers may exercise it on our behalf. Our use of data we receive from Google is further limited as described in our Privacy Policy.

We do not sell Your Content and do not use it to train AI models. We may create aggregated or de-identified statistics about use of the Services, which will not identify you, your workspace or any individual, and we never create them from Google user data except as Google’s Limited Use requirements allow.

Keep your own records

We work to protect Your Content, but the Services are not a backup service. Your email stays in your Gmail account; keep copies of anything else you cannot afford to lose.

Our right to remove content

We do not have to monitor Your Content, but we may review it as needed to enforce these Terms or protect the Services. We may remove it, disable sequences or stop sends if we reasonably believe they violate these Terms or the law, or could harm people or the Services.

6. Sending email through Rightnote

You are the sender

Sequence emails are sent from your Gmail account, under your name, on your instructions. You are the sender of every email Rightnote sends for you, and you are responsible for whom you email, what you send and how often.

Sending limits

Google limits how many messages a Gmail account can send each day (for example, roughly 500 for personal Gmail accounts and 2,000 for Google Workspace accounts, subject to change by Google) and may suspend sending or the account if limits or its policies are exceeded. Rightnote spaces out sequence sends and applies a daily sending limit per inbox, which you can lower. These safeguards do not guarantee that Google will not limit your account. We are not responsible for actions Google takes on your account.

Delivery, tracking and automation

We send each step through the Gmail API but cannot control whether recipients’ mail systems deliver it, filter it as spam or show it to the recipient. Sends may be delayed, for example by Google’s limits, outages or when your inbox needs to be reconnected. Open and click tracking is approximate: image proxies and privacy features can record opens that did not happen or hide ones that did. Reply detection, reply classification and AI suggestions can be wrong. Review important automations, and check sequences after making changes.

7. Acceptable use and anti-spam

Email and anti-spam laws

Rightnote is built for one-to-one sales follow-up, not bulk marketing. When you email people with Rightnote, including people you have not emailed before, you are responsible for complying with all laws that apply to your messages. Depending on where you and your recipients are, these may include the U.S. CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), the EU and UK GDPR and ePrivacy rules (such as the UK’s PECR), and similar laws. Among other things, you will:

• have a lawful basis to email and track each recipient, including consent where the law requires it, and for people in the EEA and UK, a lawful basis under the GDPR for processing their personal data;
• identify yourself accurately, and include the information the law requires, such as a valid postal address and a clear way to opt out of further messages;
• honor opt-out requests promptly. Rightnote stops sequences when someone replies or uses its unsubscribe link, but you must also honor requests made any other way, and must not re-add people who opted out;
• not use false or misleading sender information, headers or subject lines;
• tell recipients about open and click tracking where the law requires it, and turn tracking off where it is not allowed.

Prohibited uses

You will not, and will not let anyone else:

• send unsolicited bulk email or spam, or email purchased, rented, scraped or harvested lists of addresses without a lawful basis to contact every person on them;
• send phishing, malware, fraudulent offers, or content that is illegal, infringing, defamatory, harassing, hateful or sexually explicit, or that exploits or endangers minors;
• use the Services to harass, threaten or stalk anyone, or to email someone who has asked you to stop;
• get around Google’s or our sending limits, for example by spreading the same campaign across many accounts, or violate Google’s terms or the Gmail sender guidelines;
• connect a Google account you are not authorized to use, or use Rightnote to access anyone else’s email;
• access, or try to access, other people’s accounts, workspaces or non-public data, or interfere with or overload the Services;
• probe, scan or test the Services for vulnerabilities without following our responsible disclosure policy (report issues to security@rightnote.ai);
• scrape the Services, reverse engineer them (except as the law allows despite this restriction), or use them to build a competing product;
• resell or sublicense access to the Services without our written agreement;
• violate any law or anyone else’s rights, including export control and sanctions laws.

We may limit sending, pause sequences or suspend accounts that generate high bounce or complaint rates, or that we reasonably believe are being used for spam or abuse.

8. Privacy and recipient data

Our Privacy Policy explains how we handle personal information. Your Content includes personal information about your clients and the people you email, and data about how they interact with your emails (together, “Customer Personal Data”). For Customer Personal Data, you are the controller and we act as your service provider or processor. We:

• process it only to provide the Services, as you direct through your use of the Services, or as the law requires;
• do not sell it, do not share it for cross-context behavioral advertising, and do not retain, use or disclose it outside our direct business relationship with you, except as the law permits;
• keep it confidential, protect it with reasonable security measures, and require our subprocessors (listed in our Privacy Policy) to protect it through written obligations;
• reasonably help you respond to privacy requests from individuals, and tell you if we can no longer meet our obligations under applicable privacy law;
• delete it when you delete it, the workspace or your account, as described in our Privacy Policy.

You are responsible for having a lawful basis to collect and use Customer Personal Data, and for giving any notices the law requires. If you need a signed data processing agreement, email legal@rightnote.ai.

9. Google and other third-party services

The Services work with products we do not control, including Gmail and Google Workspace, Google Chrome and the Chrome Web Store, and Stripe. Your use of them is governed by their own terms and privacy policies, including the Google Terms of Service, and we are not responsible for them. If Google changes or limits the Gmail API, Gmail’s interface or the permissions available to us, some features may stop working; we will try to tell you in advance where we can.

Rightnote is not affiliated with or endorsed by Google. Gmail, Google Workspace and Chrome are trademarks of Google LLC.

10. Our intellectual property

We and our licensors own the Services, including our software, designs, documentation, and the Rightnote name and logo. These Terms do not give you any rights to them except the limited rights stated here.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Rightnote Chrome extension for your use of the Services. Open-source components in the Services are licensed under their own terms. If you send us feedback or suggestions, we may use them freely and without any obligation to you.

11. Suspension and termination

You can stop using the Services at any time. To end a paid plan, cancel it as described in Plans, trials and billing. To close your account and delete its data, use Delete account in Settings → Account in the web app, or email privacy@rightnote.ai from your account email. Deleting your account revokes Rightnote’s access to your Google account.

We may suspend or end your access to all or part of the Services in any of these cases:

• you breach these Terms, including the acceptable use and anti-spam rules;
• you do not pay fees when due;
• the law requires it, or Google requires us to stop accessing your account;
• your use creates a security or legal risk, harms our sending reputation, or could harm others;
• a free account has been inactive for 12 months or more.

Where practical, we will give you notice and a chance to fix the problem first. We may skip that step for serious violations, such as spam or abuse, or when the law requires. We may also discontinue the Services entirely. If we do, we will give at least 60 days’ notice and refund prepaid fees for the unused period.

When your account ends, your right to use the Services stops, sequences stop sending, and we revoke our access to your Google account. We may delete Your Content 30 days after your account ends, or sooner if the law requires or you ask us to. Fees that were already due remain payable. Sections that by their nature should survive termination will survive, including sections 5 (aggregated data), 6, 8 and 10 through 18.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPLISIK LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE;
• EMAILS WILL BE SENT AT A PARTICULAR TIME, DELIVERED, OR KEPT OUT OF SPAM FOLDERS;
• OPEN, CLICK AND REPLY TRACKING, REPLY CLASSIFICATIONS, AI SUGGESTIONS OR REPORTS WILL BE ACCURATE OR COMPLETE;
• THE SERVICES WILL KEEP WORKING WITH GMAIL, CHROME OR OTHER THIRD-PARTY PRODUCTS AS THEY CHANGE.

The Services do not provide legal advice, including about the laws that apply to your email. Some jurisdictions do not allow certain warranties to be disclaimed, so some of these disclaimers may not apply to you.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

1. SIMPLISIK LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THEY WILL ALSO NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DEALS, GOODWILL OR DATA, FOR SUSPENSION OF YOUR GOOGLE ACCOUNT, OR FOR THE COST OF SUBSTITUTE SERVICES. THIS APPLIES TO CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE; AND
2. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) US $100.

These limits apply to every theory of liability, whether contract, tort (including negligence), strict liability or otherwise. They do not limit liability for gross negligence, willful misconduct or fraud, for death or personal injury caused by our negligence, or for anything else that cannot be limited under applicable law. These limits are an essential part of the bargain between you and us.

14. Indemnification

You will defend, indemnify and hold harmless Simplisik LLC and its members, managers, employees, contractors and agents against any third-party claim, and the resulting liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees and regulatory fines), arising from:

1. Your Content, and the emails sent from your account through the Services, including claims by recipients or regulators under anti-spam, privacy or consumer protection laws;
2. your use of the Services; or
3. your violation of these Terms, the law or anyone else’s rights.

We will promptly tell you about the claim and let you control its defense with counsel reasonably acceptable to us. We will reasonably cooperate at your expense. You may not settle a claim in a way that imposes obligations on us without our consent.

15. Dispute resolution and arbitration

a. Try to resolve it informally first

Before starting an arbitration or court case, the party with the dispute must send the other a written notice describing the dispute and the relief sought. Send yours to legal@rightnote.ai and to our mailing address. We will send ours to your account email. We both agree to try in good faith to resolve the dispute for 60 days after the notice is received. Statutes of limitation are paused during that period.

b. Agreement to arbitrate

Except as described in subsection (d), you and Simplisik LLC agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration, not in court. This includes disputes about the formation, scope or enforceability of this arbitration agreement. However, a court will decide disputes about the class action waiver in subsection (e) and the mass arbitration procedures in subsection (f). The Federal Arbitration Act governs this Section 15.

c. How arbitration works

The American Arbitration Association (“AAA”, adr.org) will administer the arbitration before a single arbitrator under its Commercial Arbitration Rules (or its Consumer Arbitration Rules, if they apply to you). The arbitration is seated in Nashville, Davidson County, Tennessee. Hearings may be held by video conference. The AAA’s rules govern payment of filing, administrative and arbitrator fees. Each party bears its own attorneys’ fees unless the law or the AAA rules allow the arbitrator to award them. The arbitrator may award the same individual relief a court could, only to the individual party seeking it.

d. Exceptions

Either party may:

• bring an individual claim in small claims court in Davidson County, Tennessee, or in the county where you live, as long as the claim qualifies and stays in that court;
• ask a court for injunctive or other equitable relief to stop actual or threatened infringement or misappropriation of intellectual property, or unauthorized access to or misuse of the Services.

e. Class action and jury trial waiver

YOU AND SIMPLISIK LLC MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL. Except under subsection (f), the arbitrator may not combine more than one person’s claims. If a court decides this waiver cannot be enforced for a particular claim or request for relief, that claim or request will be separated and decided by a court, after the individual arbitration ends.

f. Mass arbitration

If 25 or more substantially similar demands for arbitration are filed by or with help from the same law firm or coordinated group, the AAA’s Mass Arbitration Supplementary Rules apply, and the demands may be administered in batches as those rules allow. Statutes of limitation are paused for each such claim from the date the first demand is filed until that claim is decided.

g. Your right to opt out

You may opt out of this arbitration agreement by emailing legal@rightnote.ai from your account email within 30 days after you first accept these Terms. Include your name, your account email and a clear statement that you opt out of arbitration. Opting out does not affect the rest of these Terms.

h. Changes to this section

If we materially change this Section 15 after you accept it, you may reject the change by emailing us within 30 days after we notify you. If you do, the version you previously agreed to keeps applying.

i. Courts

Any dispute that is not arbitrated will be decided exclusively in the state courts located in Davidson County, Tennessee, or the United States District Court for the Middle District of Tennessee, except small claims cases under subsection (d). You and we consent to personal jurisdiction and venue in those courts. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL IN THOSE COURTS.

16. Governing law

These Terms, and any dispute between you and us, are governed by the laws of the State of Tennessee and applicable U.S. federal law, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Section 15. The UN Convention on Contracts for the International Sale of Goods does not apply. This does not take away any protection you have under mandatory laws where you live.

17. Changes to these Terms

We may update these Terms from time to time. For a material change, we will give at least 30 days’ notice by email or in the Services before it takes effect. Changes required by law, and changes for new features, may take effect sooner. The “Effective” date above shows the current version.

If you keep using the Services after a change takes effect, you accept the updated Terms. If you do not agree, stop using the Services and cancel your plan before the change takes effect. Price changes follow Plans, trials and billing, and changes to the arbitration agreement follow Section 15(h).

18. General terms

• Entire agreement. These Terms, our Privacy Policy, and any plan terms shown when you buy make up the entire agreement between you and us about the Services. If you have a separate written agreement signed by us, it controls where it conflicts with these Terms.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate, or in connection with a merger, acquisition, reorganization or sale of assets.
• Notices and electronic communications. We may give you notices by email to your account address, in the Services, or by posting them on our website. Send notices to us at legal@rightnote.ai and our mailing address. You agree that electronic agreements, notices and other communications satisfy any legal requirement that they be in writing.
• Severability and waiver. If any part of these Terms is held unenforceable, it will be enforced as far as possible and the rest will remain in effect. Our failure to enforce a provision is not a waiver of it.
• Force majeure. Neither of us is liable for delays or failures caused by events beyond reasonable control, including outages or changes of third-party services such as Google. This does not excuse payment obligations.
• Relationship. We are independent contractors. These Terms create no partnership, joint venture, employment or agency relationship, and the people protected by Section 14 are the only third-party beneficiaries.
• Export controls. You will comply with all applicable U.S. export control and sanctions laws.
• Interpretation. “Including” means “including without limitation”. Headings are for convenience only. The English version of these Terms controls.

19. Contact us

Questions, notices or claims about these Terms or the Services:

Simplisik LLC
5510 Old Hickory Blvd, Suite B #32
Hermitage, TN 37076
Phone: (615) 879-5066
Email: legal@rightnote.ai