Terms of Service

1. Who Operates Penci.ly

Penci.ly is operated by Daniel Halabi ("Penci.ly," "we," "us"), a sole operator based in Germany.

• General and legal enquiries: support@penci.ly
• Billing and refunds: billing@penci.ly
• Privacy and data-rights requests: privacy@penci.ly

Penci.ly is not yet incorporated as a company. If that changes, this section will name the registered entity and its details, and we will note the change under section 20.

2. Agreement to These Terms

By creating an account or using Penci.ly you accept these terms. If you do not accept them, do not use the service. Our Privacy Policy, Refund Policy, and GDPR Compliance page form part of this agreement.

If you use Penci.ly on behalf of an organization, you confirm you are authorized to accept these terms for it, and "you" means that organization.

3. What Penci.ly Is

Penci.ly is a visual workspace: an infinite canvas for organizing ideas, plans, and projects using cards, free-floating text, images, to-do lists, buttons, link bookmarks, color swatches, and nested boards, with optional real-time collaboration, board sharing, and PDF export.

It is provided "as is" and is currently in pre-alpha. Features, data structures, and the continued availability of your data are not guaranteed to be stable. Read section 14 before relying on Penci.ly for anything business-critical.

4. Eligibility

You must be at least 16 years old, or the minimum age of consent for data processing in your country if that age is higher, to create an account. If you are between 13 and that age, you may use Penci.ly only with the involvement of a parent or guardian who agrees to these terms on your behalf. Penci.ly is not directed at children under 13, and we do not knowingly collect data from them.

You may not use Penci.ly if you are barred from doing so under applicable sanctions or export control law.

5. Accounts and Account Security

Accounts are created and authenticated through Clerk, our authentication provider. You are responsible for:

• Keeping your login credentials and connected sign-in methods secure.
• All activity that happens under your account.
• Notifying us promptly if you suspect unauthorized access.

Two-factor authentication with an authenticator app is available in your account settings, and we recommend enabling it. We do not store your password: Clerk handles credentials, and we never see them.

We are not liable for losses caused by someone else accessing your account through credentials you failed to keep secure, although we will assist in good faith with account recovery and investigate reports of compromise. This does not limit our liability under section 15 where the loss was caused by us.

6. Plans and Billing

Penci.ly offers plans of four kinds. The plans available at any given time, their prices, and what each includes are shown on our pricing page and again at checkout. The price and terms shown to you at the moment of purchase are the ones that apply.

• Paid plans are billed through Paddle, which acts as merchant of record and handles payment card data, tax and VAT collection, remittance, and invoicing. We never see or store your full card number.
• Subscriptions renew automatically until cancelled. You can cancel at any time; cancellation takes effect at the end of the current billing period unless stated otherwise at checkout.
• Refunds are handled case by case. Lifetime plans are one-time purchases and do not recur.
• We may change prices for future billing periods with advance notice. We will not retroactively charge a higher price for a period you have already paid for.

8. Acceptable Use

You agree not to:

• Store, transmit, or share content that is illegal, infringes intellectual property, or violates a third party's rights.
• Upload malware, or content designed to exploit or disrupt the service or other users.
• Attempt to circumvent rate limits, storage caps, or plan restrictions, including by creating multiple accounts for that purpose.
• Use link bookmarks to make our servers fetch internal or private network addresses, or otherwise probe our infrastructure.
• Access, test, or interfere with the security of the service, except through a good-faith report to support@penci.ly.
• Scrape, reverse-engineer, or resell access to the service without written permission.
• Use another person's account, impersonate someone else, or misrepresent your affiliation with a person or organization.
• Use Penci.ly to harass or threaten anyone, to distribute material sexualizing minors, or for any other unlawful purpose.

Violations may result in content removal, rate limiting, suspension, or termination, proportionate to the violation. Where the behaviour is not malicious we aim to warn you before restricting anything, and we will tell you which rule was involved.

9. Your Content

You own what you create on Penci.ly, including your boards, cards, text, and uploads. We claim no ownership of it.

To run the service we need permission to handle that content technically. You therefore grant us a non-exclusive, worldwide, royalty-free licence to host, store, transmit, back up, reproduce, adapt for technical purposes such as resizing an image or generating a PDF, and display your content, solely in order to provide and secure the service to you and to the people you share it with. The licence is limited to that purpose, ends when you delete the content or your account, and grants us no right to publish, sell, or otherwise exploit your content.

We do not sell your content, and we do not use your board content to train AI models. You are responsible for having the rights to anything you upload and for deciding who you share a board with.

10. Collaboration and Sharing

Boards can be shared with other Penci.ly accounts as viewers or editors, up to the collaborator limit of your plan. You control access to boards you own and can change a collaborator's role or remove them at any time.

Removing a collaborator ends their future access. It cannot retroactively remove anything they downloaded, exported, or captured while they had access. Content on a shared board is visible to everyone it is shared with, so treat sharing as the disclosure it is.

If you invite someone by email address, we will email that address to tell them. Only invite addresses you are entitled to contact.

11. Copyright and Reporting Illegal Content

If you believe content on Penci.ly infringes your copyright or is otherwise unlawful, send a notice to support@penci.ly including:

• Your name and contact details.
• Enough detail to identify the content and where it is, such as a board link.
• An explanation of why it is infringing or unlawful and, for a copyright claim, a statement that you are the rights holder or authorized to act for them.

We review every notice, act on the ones that are substantiated, and tell the affected user what was removed and why, so that they can respond. Because most boards are private and not publicly accessible, a notice about one may require the sender to explain how they came to see the content. Deliberately false or abusive notices may have legal consequences for the sender.

12. Feedback

If you send us suggestions, bug reports, or ideas, we may use them to improve Penci.ly without obligation or payment to you. This gives us no rights over your board content, and you keep any rights you already had in the idea itself.

13. Availability, Changes, and Third-Party Services

• We may change, add, or remove features. Where a change materially reduces what a paid plan provides, we will give notice, and you may cancel and request a refund of the unused portion under our Refund Policy.
• We may perform maintenance that makes the service temporarily unavailable, and will try to schedule it to be as unobtrusive as it can be.
• We do not offer a service-level agreement or an uptime guarantee.
• Penci.ly relies on third-party providers for hosting, authentication, storage, payments, email, and analytics. They are listed in our Privacy Policy. An outage or change at a provider can affect the service, and we are not responsible for their own services beyond selecting them with reasonable care.
• Link bookmarks fetch and display previews from third-party websites. We do not control, endorse, or take responsibility for content at a linked address.
• If we discontinue Penci.ly entirely, we will give notice with enough time to export your data, and refund the unused portion of active paid access.

14. Disclaimers

To the extent permitted by law, Penci.ly is provided "as is" and "as available," without warranties of any kind, express or implied. Given the product's pre-alpha status, we do not guarantee:

• Uninterrupted or error-free operation.
• Long-term data retention, or that the schema or format of your data will not change.
• Fitness for a particular purpose, including business-critical or professional use.

Keep your own exports and backups of anything you cannot afford to lose.

If you are a consumer, this section does not remove the statutory warranty rights you have under the law of your country, and the statutory rules on defects apply alongside it.

15. Limitation of Liability

We are fully liable for damage caused intentionally or by gross negligence, for injury to life, body, or health, under mandatory product liability law, and where we have given an express guarantee. Nothing in these terms limits liability that cannot legally be limited.

For ordinary negligence, we are liable only for breach of an obligation whose fulfilment is essential to performing this agreement and on which you may reasonably rely, and that liability is limited to the foreseeable damage typical for this kind of agreement. Any other liability for ordinary negligence is excluded.

Subject to the paragraphs above, and to the maximum extent permitted by law, we are not liable for indirect, incidental, special, or consequential damages, including loss of data, business, profits, or goodwill. Where our liability is limited and a monetary cap is permitted, it is capped at the greater of the amount you paid us in the twelve months before the event and €50.

Data loss. Because export is available and section 14 asks you to use it, our liability for lost data is limited to what recovery would have cost had you kept the backups these terms ask you to keep.

16. Indemnification

If you use Penci.ly other than as a consumer, you agree to indemnify us against third-party claims arising from your content, your violation of these terms, or your misuse of the service, to the extent the claim is attributable to you. We will tell you about any such claim promptly and will not settle it without your agreement.

17. Termination

You may stop using Penci.ly at any time, and you may delete your account from your account settings. Deleting your account removes your owned boards and associated data as described in our Privacy Policy. Deleting your account does not by itself refund a payment: request the refund first.

We may suspend or terminate an account that violates section 8 or applicable law. Except where immediate action is needed to protect users or the service, we will give notice and a chance to fix the problem first. If we terminate a paid account for a violation we do not refund the remaining period; if we terminate it for any other reason we refund the unused portion.

Sections 9 (as to content already shared), 14, 15, 16, and 19 survive termination.

18. Data Protection

We process personal data of users in the EU, EEA, and UK in accordance with the GDPR. Penci.ly is the data controller for account and board data, and our infrastructure providers act as processors or sub-processors.

• Legal bases: contractual necessity for running the service, legitimate interests for security and abuse prevention, consent for analytics and marketing email, and legal obligation where one applies.
• Your rights: access, rectification, erasure, restriction, portability, and objection under GDPR Articles 15–21. We aim to respond within 30 days.
• International transfers: where a provider processes personal data outside the EEA or UK, we rely on Standard Contractual Clauses or an equivalent safeguard.
• Breach notification: where required, we notify affected users and the relevant supervisory authority within 72 hours of becoming aware of a qualifying breach.

The full detail is in our Privacy Policy and on our GDPR Compliance page.

19. Governing Law, Consumers, and Disputes

These terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

If you are a consumer, this choice of law does not deprive you of the protection of the mandatory consumer provisions of the law of the country where you habitually reside, and you may bring proceedings in the courts of that country. If you are not a consumer, the courts at the operator's place of business have exclusive jurisdiction.

We are not obliged, and are not willing, to take part in dispute resolution proceedings before a consumer arbitration board. Consumers in the EU may nevertheless raise a complaint with a competent consumer body in their own country. Please write to us first at support@penci.ly. Most disputes are faster to settle directly.

20. Changes to These Terms

We may update these terms as the product evolves. Changes are reflected in the "Last updated" date above. For material changes that affect your rights or obligations we will notify active users by email or in the app in advance, and the change takes effect no earlier than the date given in that notice. If you do not accept a material change, your remedy is to stop using the service and, for a paid plan, to cancel and request a refund of the unused portion.

The version of these terms in force when you made a purchase governs that purchase.

21. General

• Severability. If a provision is found invalid or unenforceable, the rest stays in force and the invalid provision is replaced by the closest valid equivalent.
• No waiver. Not enforcing a provision on one occasion is not a waiver of it.
• Assignment. You may not transfer your rights under these terms without our consent. We may transfer ours to a successor of the service, in which case we will tell you first and you may terminate and request a refund of the unused portion.
• Notices. We contact you at the email address on your account. Keep it current: notices sent there count as delivered.
• Entire agreement. These terms, together with the policies linked in section 2, are the whole agreement between us about Penci.ly.
• Language. These terms are published in English, and the English version governs.

22. Contact

For questions about these terms, contact support@penci.ly. For billing, billing@penci.ly. For privacy and data-rights requests, privacy@penci.ly.