These Terms of Service ("Terms") are a legal agreement between you and Derive Notes Pty Ltd ("Derive", "we", "us"), a company registered in Queensland, Australia (ACN 696 859 597). They govern your use of the Derive Notes application and related services (the "App" or "Service"). Derive Notes is a canvas-first note-taking app for math, science, and engineering students, offering Apple Pencil handwriting, AI handwriting and math recognition, and an AI tutor, for iPad and desktop, distributed through the Apple App Store.
These Terms also serve as the end-user licence agreement (EULA) for the App.
1. Acceptance of these Terms
By downloading, accessing, or using the App, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the App. If you are using the App on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.
2. Eligibility
You must be at least 13 years old to use the App. If you are under 18, you may only use the App with the permission and supervision of a parent or legal guardian who agrees to these Terms on your behalf. By using the App, you represent that you meet these requirements.
3. Your account and your responsibilities
You are responsible for the information you provide, for keeping your login credentials secure, and for all activity that occurs under your account. You agree to provide accurate information and to notify us promptly at matt@derivenotes.com if you believe your account has been compromised. You are responsible for the devices and connections you use to access the App.
4. Acceptable use and prohibited conduct
Notebooks in Derive can be shared with people you invite to collaborate. To keep Derive safe for everyone, you agree that you will not use the App to create, upload, store, share, or transmit any content or conduct that:
- is unlawful, or that facilitates or promotes illegal activity;
- infringes the intellectual-property, privacy, or other rights of any person;
- is harassing, threatening, hateful, defamatory, or abusive;
- is obscene, pornographic, sexually exploitative (including any content that sexualises minors), or otherwise objectionable;
- depicts or promotes violence, self-harm, or harm to others;
- contains malware, or attempts to disrupt, overload, reverse-engineer, or gain unauthorised access to the Service or another user's account or data;
- impersonates any person or misrepresents your affiliation; or
- otherwise violates these Terms or any applicable law.
We have zero tolerance for objectionable content and abusive users. We may review content that is reported or shared with collaborators, and we may remove content and suspend or terminate accounts that violate this section, at our discretion and, where practicable, with notice. You can report objectionable content or abusive behaviour to matt@derivenotes.com, and we aim to act on credible reports promptly (typically within 24 hours), which may include removing the content and ejecting the responsible user.
5. Your content and licence
You own your content. As between you and Derive, you retain all ownership of the notebooks, handwriting, drawings, and text you create in the App ("Your Content"). We do not claim ownership of it.
To operate the Service, you grant Derive a worldwide, non-exclusive, royalty-free licence to host, store, process, reproduce, sync, and display Your Content, and to make it available to the collaborators you invite, solely as needed to provide and maintain the App for you.
You also agree that Derive may use Your Content, in de-identified or aggregated form, to develop, evaluate, and improve its features and to train and improve AI models. Where we use content for this purpose, we take reasonable steps to remove information that directly identifies you first. This is consistent with the "Improving our services and AI" section of our Privacy Policy.
When you use handwriting recognition or the AI tutor, the relevant handwriting and page text are sent to our AI providers (Google's Gemini and OpenAI) to generate a result. This happens only with your in-app consent, which you can withdraw at any time. If you decline, Your Content is not sent to those providers.
You represent that you have the rights necessary to submit Your Content and to grant the licence above, and that Your Content does not violate Section 4.
6. AI features: important disclaimer
The App's handwriting recognition, math recognition, and AI tutoring are powered by machine-learning models and can be inaccurate, incomplete, or misleading. AI output is provided for study assistance only. It is not professional, academic, legal, financial, medical, or exam advice, and it is not a substitute for your own judgement or for a qualified instructor. You are responsible for independently checking any result before relying on it. Do not submit AI output as your own work where doing so would breach your institution's rules.
7. Subscriptions, free trials and billing
Derive offers, or may offer, certain plans or features as a paid subscription. Subscriptions may be sold through more than one channel, and not every plan is offered on every channel. The billing terms depend on where you purchase and on the plan you choose, as set out below.
Paid access is tied to your Derive account and, where supported, is available across the platforms where you use Derive. For example, paid access purchased on the web is honoured inside the iOS app when you sign in to the same account.
Free trials. New subscriptions may include a free trial (typically one to two weeks). A trial is not offered on every plan or channel, and some plans, including certain promotional offers, do not include one. Where a trial applies, you may cancel at any time before the trial ends to avoid being charged. If you do not cancel before the trial ends, the subscription automatically converts to a paid, auto-renewing subscription at the price and interval shown at sign-up.
(a) Purchases on our website. Subscriptions bought on derivenotes.com are billed through our payment processor, Stripe. Refunds and cancellations for website purchases are governed by our Refund Policy and applicable law, including the Australian Consumer Law.
(b) Purchases through the App (iOS), where offered. Where in-app subscriptions are offered on iOS and iPadOS, all payments are processed by Apple through your Apple ID using Apple's In-App Purchase, not by Derive directly. The following standard terms apply to auto-renewable subscriptions purchased this way:
- Your subscription automatically renews unless you cancel it at least 24 hours before the end of the current period.
- Your Apple ID account is charged for renewal within 24 hours prior to the end of the current period, at the price for your selected plan.
- You can manage or cancel your subscription, and turn off auto-renewal, in your Apple ID Account Settings after purchase.
- If you purchase a subscription, any unused portion of a free trial is forfeited.
- Refunds are handled by Apple in accordance with Apple's policies. We generally cannot grant refunds directly for App Store purchases.
(c) Promotional and legacy offers. Some plans are offered on promotional or legacy terms, for example the Founding Member plan. These plans are governed by the specific terms presented to you when you signed up, including any price locked in for that plan that we will not increase. Where the first period was charged at signup, the plan converts to recurring billing when recurring billing becomes available, at the locked rate for that plan. To the extent those offer terms conflict with this section, the offer terms control for that plan.
Prices may change. We will give notice of price changes as required, and price changes do not apply retroactively, except for plans with a price locked under a promotional offer, which will not be increased. This section does not limit any non-excludable rights you have under the Australian Consumer Law (see Section 11).
8. Intellectual property
The App, including its software, design, branding, name, logos, and content we provide (excluding Your Content), is owned by Derive or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a personal, limited, non-exclusive, non-transferable, revocable licence to use the App for your own lawful purposes. You may not copy, modify, distribute, sell, lease, or reverse-engineer any part of the App except to the extent this restriction is prohibited by law. All rights not expressly granted are reserved.
9. Third-party services
The App relies on third-party services, including Apple (distribution and in-app purchases), Stripe (payment processing for website purchases), and our other subprocessors (Supabase, Google (Gemini), OpenAI, and Sentry), as described in our Privacy Policy. Your use of those services may be subject to their own terms, and we are not responsible for third-party services we do not control.
10. Disclaimers ("as is")
To the maximum extent permitted by law, the App is provided "as is" and "as available", without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the App will be uninterrupted, error-free, secure, or that it will meet your requirements, and we do not warrant the accuracy of any AI output. This section does not exclude, restrict, or modify any guarantee, right, or remedy that cannot lawfully be excluded (see Section 11).
11. Limitation of liability and Australian Consumer Law
Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any right, guarantee, or remedy you have under the Australian Consumer Law or any other law where doing so would be unlawful. To the extent we are permitted to limit our liability for a failure to comply with a consumer guarantee (other than for goods or services of a kind ordinarily acquired for personal, domestic, or household use), our liability is limited, at our option, to re-supplying the service or paying the cost of having it re-supplied.
General limitation. Subject to the paragraph above and to the maximum extent permitted by law, Derive will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of data, profits, or goodwill, arising out of or relating to your use of (or inability to use) the App. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the App is limited to the amount you paid us for the App in the 12 months before the event giving rise to the liability.
12. Indemnity
To the extent permitted by law, you agree to indemnify and hold Derive harmless from reasonable claims, losses, and expenses arising from Your Content, your breach of these Terms, or your misuse of the App, except to the extent caused by Derive. This indemnity is limited by, and does not apply to the extent of, any negligence or fault on our part or any right you have that cannot lawfully be excluded.
13. Termination
You may stop using the App and delete your account at any time from within the App (Settings → Account). We may suspend or terminate your access if you breach these Terms, including Section 4, or where we are required to do so by law, or to protect the Service or other users. On termination, the licences you granted for the operation of the Service end, except that de-identified or aggregated data already incorporated into our models or analytics may persist, and provisions that by their nature should survive (including Sections 5, 6, 8, 10, 11, 12, and 15) will survive.
14. Changes to the Service and to these Terms
We may modify, add, or discontinue features of the App at any time. We may also update these Terms. If we make material changes, we will post the updated Terms at derivenotes.com/terms with a new "Last updated" date and, where appropriate, provide additional notice. Your continued use of the App after changes take effect means you accept the updated Terms.
15. Governing law
These Terms are governed by the laws of Queensland, Australia, without regard to conflict-of-laws rules, and you submit to the non-exclusive jurisdiction of the courts of Queensland. This is subject to any non-excludable rights you have under the laws of your own country of residence.
16. Apple App Store: additional terms
The following additional terms apply because the App is licensed, not sold, to you for use on Apple-branded devices, and because Derive supplies its own EULA. In the event of any conflict between these Terms and Apple's applicable terms, the following minimum terms required by Apple apply:
- This agreement is between you and Derive only, and not with Apple. Derive, not Apple, is solely responsible for the App and its content.
- Apple has no obligation to furnish any maintenance or support services for the App.
- Apple is not responsible for any product warranties, whether express or implied. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any) for the App. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App.
- Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including (a) product-liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, (c) claims arising under consumer-protection, privacy, or similar legislation, and (d) claims that the App infringes a third party's intellectual-property rights. Any such claims are governed solely by these Terms and applicable law.
- You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist-supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- You must comply with any applicable third-party terms of agreement when using the App.
- Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
17. Contact
Questions about these Terms? Contact us at:
- Email: matt@derivenotes.com
- Entity: Derive Notes Pty Ltd (ACN 696 859 597)
- Location: Queensland, Australia