Terms of Service (draft)

NoteGenerator is a Mac application that records or imports a conversation, transcribes it using a speech-recognition model running on your Mac, and writes a structured note using an AI model that also runs on your Mac — entirely on your own device. It is locally installed software, not a cloud service. There is no account and no sign-in. We do not host, store, receive, or have any ability to access your recordings, transcripts, or notes. The narrow situations in which the app uses the network at all — and exactly what is and is not transmitted — are described completely in the Privacy Policy, which you should read together with these Terms.

These Terms become a binding agreement between you and Modi Labs LLC at the first of the following to occur: (a) you click “I Agree” (or a similar affirmative control) where these Terms are presented — for example on the download page or the app’s first-run screen; (b) you install NoteGenerator; or (c) you use NoteGenerator or the NoteGenerator.com service features.

If you do not agree to these Terms, do not install or use NoteGenerator; if you have already installed it, your remedy is to stop using it and delete it (your notes remain yours and remain on your device — see Sections 5 and 16).

You must be old enough to form a binding contract where you live (in most places, 18, or the age of majority). If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind it, and “you” includes that organization.

NoteGenerator is licensed to you, not sold. Subject to these Terms (and, when paid licenses exist, payment of the applicable fee), Modi Labs grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and run the NoteGenerator application, in object-code form only, on Mac computers that you own or control, for your personal use or your own internal business use. This license is revocable only as described in Section 16 (Termination and Survival).

This license covers our application. The on-device AI model files the app downloads, and the open-source components included in the app, are licensed by their own publishers under their own terms (see Section 10); nothing in this section changes those.

Paid licenses may limit the number of Macs or the number of people (“seats”) covered. The scope you purchase will be stated clearly at the point of purchase and is incorporated into these Terms.

Modi Labs and its licensors retain all right, title, and interest in and to the software, including all intellectual-property rights. No rights are granted to you other than those expressly stated in these Terms. The boundary is simple: we own the software; you own what you make with it (Section 5).

Except to the extent a restriction below is prohibited by applicable law, you agree that you will not, and will not help anyone else to:

• (a) copy the app, other than as needed to install and run it under your license and to keep ordinary backups of your own Mac;
• (b) distribute, sell, resell, rent, lease, lend, sublicense, or otherwise transfer the app, or your license to it, to anyone else;
• (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the app, except and only to the extent applicable law expressly permits this despite the restriction (for example, certain interoperability and decompilation rights in the EU and UK);
• (d) modify the app or create derivative works of it;
• (e)bypass, disable, remove, or interfere with the app’s licensing, trial, device-binding, security, or integrity mechanisms;
• (f) remove or obscure any copyright, trademark, or other proprietary notice; or
• (g) use the app or its output to violate any law or the rights of any person (Section 6).

Open-source carve-out.NoteGenerator includes open-source components whose licenses grant you rights that we cannot and do not take away — for some components, that may include rights to obtain, study, modify, and redistribute that component’s source code. Nothing in this section limits any right expressly granted to you by the license of an open-source component identified in Section 10. If an open-source license conflicts with these restrictions as to the component it covers, the open-source license controls for that component.

You own everything you create with NoteGenerator: the audio you record or import, the transcripts, the notes the app writes, and every title, edit, and piece of context you add (together, “Your Content”). As between you and Modi Labs, this includes the AI-written notes generated on your device.

We claim no ownership of Your Content — and, unlike most software terms you have read, we take no license to it either. Most services need a license to your content because they host, copy, transmit, and display it on their servers. We do not, because we never have it: Your Content is created, processed, encrypted, and stored entirely on your own Mac, and the app never transmits it to us or to anyone else. There is nothing on our side to license.

For the same reason, we do not read Your Content, analyze it, share it, or sell it, and we never use it to train AI models — ours or anyone else’s. The on-device model does not learn from your notes, and no part of Your Content is ever used as training data. This is not a policy we ask you to trust; it is how the software is built — the app has no mechanism to send Your Content anywhere.

The flip side of full ownership is full custody. Your Content exists only on your Mac (and in any backups you choose to make). We hold no copy and cannot recover, restore, or unlock it if it is lost or deleted or your Mac fails. You are responsible for Your Content: for backing it up, for how you use it and the notes made from it, and for having the legal right to record or import it in the first place (Section 6).

NoteGenerator is a tool. You decide what to record, whom to record, and what to do with the output — so the legal responsibility for those decisions is yours. You agree to use the app only in compliance with the laws that apply to you, and in particular:

You must obtain any consent the law requires before recording someone. Laws on recording conversations vary widely and violations can carry civil and even criminal penalties:

• In the United States, federal law and many states permit recording a conversation with the consent of one party to it, but a number of states — including California — require the consent of all parties.
• Outside the United States, many countries require consent from everyone recorded, and data-protection laws (such as the GDPR in the EU and UK) can impose additional legal duties on you as the person making and keeping the recording.
• When participants are in different places (for example, a call between a one-party state and an all-party state), the stricter law may apply.

Before you record, you — not Modi Labs — must determine which laws apply and obtain every legally required consent or notice. The app runs entirely on your device: we cannot see, and have no ability to monitor, what or whom you record, so we cannot make this determination for you and do not attempt to.

You further agree not to: use the app to violate any law or to infringe or misappropriate anyone’s rights; record or intercept communications you have no right to record; or interfere with, probe, or attempt to defeat the app’s licensing, security, or integrity mechanisms (Section 4).

Recording someone without a legally required consent, or any other violation of this section, is a material breach of these Terms. If a third party brings a claim against Modi Labs arising from what you recorded or how you used it, you are responsible for that claim as set out in Section 15 (Indemnification).

NoteGenerator’s transcripts and notes are produced by automated speech-recognition and AI models running entirely on your device. Like every system of this kind, they are imperfect and will sometimes be wrong. The models can mishear words, omit things that were said, attribute a statement to the wrong speaker, invent or misstate details, or summarize in a way that changes meaning. This is an inherent characteristic of the technology, not a defect we can patch away, and we make no promise of accuracy, completeness, or reliability for any transcript or note.

Because of this, you agree to two things, stated plainly:

1. Review before you rely. You must review and verify every transcript and note against your own knowledge of the conversation before you use it, share it, or act on it. A note you have not checked is a draft, not a record.
2. Not professional advice. Notes are a convenience output. They are not legal, medical, financial, tax, accounting, or other professional advice, and they are not a certified transcript or an official record of anything. Do not use a note as a substitute for professional judgment, for the advice of a qualified professional, or in any setting where an error in the note could cause harm to a person, property, or legal position, unless you have independently verified its contents.

You are solely responsible for the decisions you make and the actions you take based on the app’s output, and for any consequences of sharing that output with others. If a conversation matters — a dispute, a conversation about someone’s health, a negotiation, a legal obligation — treat the note as a starting point and confirm the facts yourself.

NoteGenerator is a locally-installed tool that runs on your Mac, under your control, on your content. That design gives you privacy; it also means you, not Modi Labs, are responsible for how the tool is used and for what happens with its output. Specifically, and to the maximum extent permitted by applicable law, you accept that:

• You use the Service at your own risk. You are responsible for evaluating whether NoteGenerator is suitable for your purposes before relying on it.
• Lawful recording is your obligation. You must obtain every consent the law requires before recording anyone — the detailed rules, and your agreement to follow them, are in Section 6 (Acceptable Use and Recording Consent).
• Your content lives only on your Mac — so protecting it is up to you. Because your recordings, transcripts, and notes are never transmitted to us, we hold no copy and cannot recover them if your device is lost, damaged, wiped, or if the app is uninstalled or its encryption key is removed from your Keychain. You are responsible for maintaining your own backups (for example via your normal Mac backup practices) and for the physical and account security of your device.
• Third-party components behave like third-party components. The on-device model files are downloaded from a third-party host (currently Hugging Face) — at first run, and again only if you choose to add, replace, or update a model — and the on-device models are third-party software under their own licenses. We do not control those parties and are not responsible for their availability or conduct. This paragraph does not limit any responsibility we have under applicable law for our own selection and integration of those components.

Nothing in this section transfers to you any risk that the law says cannot be transferred — see Section 13 (Rights You Keep).

Trials and purchases are not live today. This section describes how they are designed to work if and when they launch; final pricing, billing, renewal, cancellation, and refund terms will be presented at the point of purchase, and this section will be finalized before any purchase flow is enabled.

NoteGenerator may offer a free trial and paid licenses. When it does:

• The deal is stated before you pay.The trial’s length and scope, the price, exactly what the license covers (Section 3), any renewal terms, and the refund and cancellation policy will be presented clearly at the point of purchase, and those presented terms are part of these Terms.
• Payments are handled by a third-party payment processor, not by us. We never receive or store your full payment-card number.
• Activation sends license data only. Starting a trial or activating a license sends our licensing service (license.notegenerator.com) a license key and a non-reversible device fingerprint— a one-way code derived from your Mac’s characteristics, as defined in the Privacy Policy. It cannot reveal your content and cannot be reversed to reconstruct details about your Mac, but it is a persistent identifier of your device, and we treat it, together with your license records, as personal information under privacy laws. Activation never transmits Your Content, your name, or your email. (The licensing service is not live at the time of this draft.)
• Taxes. Displayed prices may exclude applicable taxes, which will be shown before you pay where the law requires.

Your existing notes are designed never to lock. The product is designed and built so that if your trial ends, or your license lapses or is not renewed, every note you have already created remains readable and exportable on your Mac. A lapsed license limits exactly one thing: creating new AI-written notes. Because your notes live only on your device, we could not reach them even if we wanted to.

If we terminate your license other than for your material breach, the pro-rata refund described in Section 16 applies.

NoteGenerator is built with third-party and open-source software, including (among others) the llama.cpp inference engine that runs the on-device note-writing model, the WhisperKit framework and Whisper speech models used for on-device transcription, and the downloadable AI model files themselves. Each of these belongs to its publisher and is licensed under its own terms; our license grant to you covers our application, not these components.

• Notices.A complete list of third-party components, with their license texts and required attributions, will be available in the app’s About window and at NoteGenerator.com/licenses.
• Model files.The on-device AI model files are downloaded directly to your Mac from a third-party host (currently Hugging Face) — at first run, and again only if you choose to add, replace, or update a model. What those downloads do and do not transmit is described in the Privacy Policy. The model weights are published under their publisher’s license, which may include use terms that apply to you.
• Your open-source rights are preserved. As stated in Section 4, nothing in these Terms limits any right an open-source license expressly grants you in the component it covers.

We may release updates to NoteGenerator that add, change, or remove features, fix bugs, or improve security. The current version ships with automatic update checking switched off and no update server configured. If updates are enabled in a future version, what an update check transmits — and does not — is described in the Privacy Policy, which will be updated before that behavior ships.

Because NoteGenerator runs on your own Mac rather than on our servers, updates work differently than for a cloud service: the copy you have installed keeps working offline whether or not you update. We recommend installing updates — especially security updates — but whether to update is your choice.

To be equally plain about what we do not promise: we are not obligated to provide updates, new features, or support for any period of time, and we do not promise that the app will remain compatible with future versions of macOS or future Mac hardware. If we discontinue the product, that would not remove the app or Your Content from your Mac — but see Section 12 (Disclaimer of Warranties): we make no commitments about the app’s future functioning.

Plain-language summary (which does not alter the paragraphs above): we make no promises beyond those expressly stated in these Terms. The Privacy Policy describes truthfully how the app handles your data — but we do not promise the software will always work, and we do not promise the notes will always be right. You get the tool as it is, and you decide whether and how to rely on it.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of a consumer’s statutory rights, so some or all of the exclusions above may not apply to you. If you are a consumer, you may have rights under the laws of your home jurisdiction (for example, statutory conformity and remedy rights under European Union and United Kingdom consumer law, or rights under United States federal and state consumer-protection laws) that these Terms cannot and do not exclude, limit, or waive — see Section 13. In that case, the exclusions above apply only to the extent your local law permits, and any implied warranty that cannot be excluded is limited in duration to the shortest period permitted by that law.

We want Sections 12 and 14 to be as strong as the law allows — and no stronger. We want the risk allocation in these Terms to be understood, not buried, so here is the other side of it stated just as plainly: the law in many places gives you rights that no contract can remove, and these Terms do not remove them. Where any provision of these Terms conflicts with a right you cannot waive, that right wins, the provision applies only to the extent the law allows, and the rest of these Terms remains in effect.

(a) What we never disclaim or limit. Nothing in these Terms excludes or limits any liability that applicable law does not allow to be excluded or limited, including liability for: (i) fraud or fraudulent misrepresentation; (ii) gross negligence or willful misconduct; (iii) death or personal injury caused by negligence, where the law so provides; and (iv) any non-waivable right you have under a consumer-protection statute. Sections 12 and 14 must be read subject to this paragraph.

(b) Jurisdictional variation. Some U.S. states and many countries do not allow the exclusion of implied warranties, or the exclusion or limitation of incidental or consequential damages. If you live in one of those places, the exclusions and limitations in Sections 12 and 14 apply to you only to the extent permitted there, and you may have additional rights.

(c) U.S. consumers.NoteGenerator is provided without a written warranty (“as is,” Section 12). Where your state’s law restricts “as is” transactions with consumers, or limits how long implied warranties can be disclaimed, Section 12 applies only to the extent your state allows, and any implied warranty that cannot be disclaimed is instead limited in duration to the shortest period your state permits. You may have other rights that vary from state to state. Nothing in these Terms waives, or asks you to waive, any non-waivable right or remedy under your state’s consumer-protection or deceptive-trade-practices laws.

(d) EU and UK consumers. If you use NoteGenerator as a consumer in the European Union or the United Kingdom, you have statutory rights concerning the conformity of digital content — for example under the laws implementing the EU Digital Content and Digital Services Directive, or under the UK Consumer Rights Act 2015 — including remedies if the software does not conform to the contract. These Terms do not exclude or limit those statutory conformity rights and remedies, because they cannot be excluded by contract. Likewise, nothing in these Terms is intended to operate as an unfair term under EU or UK unfair-contract-terms rules, and no provision applies to you to the extent such rules make it unenforceable against you.

(e) If a court narrows Section 12 or 14. If a court or arbitrator finds any part of Section 12 or 14 unenforceable as to you, the rest of those sections continues to apply to the greatest extent enforceable, reformed to the minimum extent necessary rather than discarded entirely, per Section 19 (Severability).

Plain-language summary (which does not alter the paragraphs above): if we’re liable to you for something, the most you can generally recover is what you paid us in the last 12 months, or $50 if that’s more. The exceptions in (c) — fraud, gross negligence, willful misconduct, injuries we cause, and rights your law says you keep — are not capped.

If your use of the Service wrongs someone else, that is between you and them — not something Modi Labs answers for.

15.1 If you use the Service in the course of a business. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Modi Labs LLC and its officers, members, employees, and agents from and against any third-party claim, demand, or legal proceeding, and any resulting damages, costs, and reasonable attorneys’ fees, arising out of or relating to:

1. recording, importing, storing, or processing any person’s voice or conversation without the consent or other legal authority required by applicable law (including recording-consent and wiretap laws and, where applicable, data-protection laws such as the GDPR);
2. your use of the Service in violation of any law or of these Terms;
3. your sharing, publication, or distribution of any transcript or note without the review these Terms require (Section 7), or in violation of any law or of any other person’s rights, or any content you yourself added; and
4. your violation of any right of another person or entity.

15.2 If you use the Service as a consumer. In place of Section 15.1, you agree to reimburse Modi Labs for the reasonable costs and damages it actually incurs as a direct result of a third-party claim, demand, or legal proceeding arising from your unlawful recording, your breach of these Terms, or your violation of another person’s rights — to the extent such an obligation is enforceable under the mandatory consumer-protection law of your jurisdiction.

15.3 What this obligation never covers. This section does not apply to the extent a claim arises from Modi Labs’ negligence, gross negligence, willful misconduct, or fraud, from a defect in the Service, or from an error in the Service’s output (as distinct from your unreviewed or unlawful use of that output), or to the extent an indemnity from you is unenforceable under the mandatory law of your jurisdiction.

15.4 Process. We will give you prompt written notice of any claim subject to this section, using any contact information we have for you (for example, from your purchase or support correspondence); if we have none, prominent notice at NoteGenerator.com and in the app suffices. Our failure to give prompt notice relieves you of your obligations under this section only to the extent you are materially prejudiced by the failure. You may not settle any claim in a way that admits fault by, or imposes any obligation on, Modi Labs without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to this section, in which case you agree to cooperate with our defense.

By you. You may end these Terms at any time by deleting NoteGenerator from your Mac. There is no account to close, because there is no account.

By us. We may suspend or terminate your license if you materially breach these Terms — for example, Section 4 (Use Restrictions) or Section 6 (Acceptable Use and Recording Consent) — and, where the breach can be cured and we have a practical way to reach you, you fail to cure it within a reasonable time after notice. Because the app has no account and we cannot see how you use it, termination by us will in practice be directed at conduct we can actually observe, such as license fraud, abuse of the licensing service, or redistribution of the software.

Effect of termination. When these Terms terminate, the license granted in Section 3 ends and you must stop using the app and delete your copies. If we terminate your license for any reason other than your material breach, we will refund the pro-rata unused portion of any license fee you prepaid for the current period (see Section 9). Two things do not change: (1) Your Content remains yours, stays on your Mac under your control, and is never remotely deleted or locked by us — we have no ability to reach it; and (2) any rights you hold under the open-source licenses of the components described in Section 10 continue on the terms of those licenses.

Survival. Sections that by their nature should outlive these Terms survive any termination, including: Section 4 (as to retained copies); Section 5 (Your Content Is Yours); Section 6 (as to your use before termination); Section 8 (Your Responsibility and Assumption of Risk); Section 9 (as to amounts owed and the existing-notes design description); Section 10 (Third-Party and Open-Source Components); Section 12 (Disclaimer of Warranties); Section 13 (Rights You Keep); Section 14 (Limitation of Liability); Section 15 (Indemnification); and Sections 18–20.

As the product evolves (for example, when licensing or payments go live), we may update these Terms. When we do:

• We will postthe updated Terms at NoteGenerator.com/terms with a new “Last updated” date and a summary of what changed. Prior versions will remain available at NoteGenerator.com/terms/archive.
• For material changes, we will give you at least 30 days’ advance notice before the changes apply to you — by a notice in the app and on the website.
• Changes are not retroactive. The version of these Terms in effect at the time of an event governs any dispute about that event.
• Your choice. If you do not agree to a change, stop using NoteGenerator before the change takes effect; continued use after the effective date of a change you were notified of constitutes acceptance. Your existing notes remain on your device and remain readable and exportable regardless (Section 9).
• Paid periods are protected. If you have paid for a license period, a material change that reduces what you paid for will not apply to you during that already-paid period unless required by law or you expressly accept it.

18.1 Governing law. These Terms and any dispute arising out of them are governed by the laws of the U.S. state in which Modi Labs LLC is formed (to be specified in the published version), United States, excluding its conflict-of-laws rules — except that if you are a consumer, you also benefit from any mandatory protections of the law of the country or state where you ordinarily live, and nothing in this section takes those away.

18.2 Talk to us first. Before filing any claim, you agree to contact us at the address listed in Section 21 (Contact) describing the problem, and both sides will try in good faith to resolve it within 60 days. Most problems are fixable without lawyers.

18.3 Where disputes go. The forum for disputes — a specified court venue, or individual arbitration with consumer safeguards and a 30-day opt-out — is still under attorney review. The published version of these Terms will specify exactly one forum. Until these Terms are published with an effective date, no forum-selection, arbitration, or class-action-waiver provision applies to you.

18.4 Time to bring claims (business users only). If you use NoteGenerator in the course of a business, then to the extent applicable law permits (and only to that extent), any claim must be filed within one year after it accrues. This paragraph does not apply to you if you use NoteGenerator as a consumer.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and, where possible, reformed (narrowed) only as much as necessary to make it enforceable while preserving its intent — and the rest of these Terms remains in full force. The invalidity of a provision in one jurisdiction does not affect its validity anywhere else.

These Terms — together with the Privacy Policy, any license or purchase terms presented to you at the point of trial or purchase (Section 9), and the third-party license notices referenced in Section 10 — are the entire agreement between you and Modi Labs about NoteGenerator, and supersede any prior or contemporaneous understandings about it. If purchase-specific terms conflict with these Terms, the purchase-specific terms control for that purchase; the open-source components in Section 10 are governed by their own licenses, which control for those components.

No failure by either party to enforce a provision waives it, and any waiver must be in writing. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets, provided the assignee honors them.

One honest caveat the law requires and we endorse: this section does not exclude or limit either party’s liability for fraud, and nothing in these Terms prevents you from relying on the mandatory rights described in Section 13.

Modi Labs LLC — NoteGenerator
Questions about these Terms: support@notegenerator.com
Registered address and state of formation: to be listed in the published version.