Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services, website, and platform (collectively, the "Services") provided by NOETED, Inc. ("NOETED," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

• "Customer" means the individual or organization that creates an account and subscribes to the Services.
• "User" means any individual authorized by the Customer to access the Services under the Customer's account.
• "Content" means any documents, data, text, or other materials uploaded to or generated by the Services.
• "Subscription" means the paid plan selected by the Customer, including Starter, Professional, or Enterprise tiers.

2. Account Registration

To use the Services, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

You represent that you are at least 18 years of age and have the legal authority to bind the organization you represent to these Terms.

3. Free Trial

NOETED offers a 14-day free trial for all subscription plans. During the trial period, you have full access to the features included in your selected plan. No credit card is required to start a trial. At the end of the trial period, you must subscribe to a paid plan to continue using the Services. If you do not subscribe, your account will be paused and your access will be limited.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable federal, state, local, or international law or regulation.
• Upload or process content that contains malware, viruses, or harmful code.
• Attempt to gain unauthorized access to the Services, other accounts, or computer systems.
• Use the Services to store or process protected health information (PHI) except as permitted under a separate Business Associate Agreement.
• Reverse engineer, decompile, or disassemble any part of the Services.
• Use the Services to compete with NOETED or to build a similar product or service.
• Share account credentials with unauthorized individuals or exceed the user limit of your subscription plan.
• Use automated tools to scrape, crawl, or extract data from the Services beyond authorized API usage.

5. Payment Terms

5.1 Subscription Fees

Subscription fees are charged on a monthly or annual basis, depending on the billing cycle you select. All fees are quoted in U.S. dollars and are exclusive of applicable taxes.

5.2 Billing

You authorize NOETED to charge your designated payment method for all fees incurred. Subscription fees are billed in advance at the beginning of each billing cycle. Payment is due upon invoice.

5.3 Price Changes

We may change our pricing with at least 30 days' written notice. Price changes take effect at the start of the next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the change takes effect.

5.4 Refunds

Subscription fees are non-refundable except as required by applicable law. We do not provide prorated refunds for partial billing periods. If you cancel mid-cycle, you retain access until the end of your current billing period.

5.5 Late Payments

If payment is not received within 15 days of the due date, we may suspend your access to the Services until payment is received. Accounts with payments overdue by more than 30 days may be terminated.

6. Intellectual Property

6.1 Our Intellectual Property

The Services, including all software, algorithms, designs, text, graphics, and other materials, are owned by NOETED and are protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any ownership rights in the Services.

6.2 Your Content

You retain all rights to the Content you upload to the Services. By uploading Content, you grant NOETED a limited, non-exclusive license to process, analyze, and display your Content solely for the purpose of providing the Services to you. This license terminates when your Content is deleted from our systems.

6.3 Generated Output

Compliance analysis, policy rewrites, workflow recommendations, and other outputs generated by the Services based on your Content are owned by you. NOETED retains no rights to generated outputs specific to your organization.

7. Data Handling

NOETED processes your documents using ephemeral data handling. Uploaded documents are processed in encrypted temporary storage and automatically deleted within 24 to 48 hours of processing completion. Compliance analysis results, workflow data, and audit trail records are retained according to your configured retention policies. For details, see our Privacy Policy.

8. Service Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable advance notice. Enterprise customers with SLA agreements are covered by the terms of their specific SLA. We are not liable for downtime caused by factors beyond our reasonable control, including internet outages, third-party service failures, or force majeure events.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOETED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

NOETED'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NOETED DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THE SERVICES PROVIDE COMPLIANCE ANALYSIS AND RECOMMENDATIONS BASED ON AI PROCESSING. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE. YOU ARE RESPONSIBLE FOR REVIEWING ALL GENERATED OUTPUTS AND MAKING INDEPENDENT COMPLIANCE DECISIONS. NOETED IS NOT LIABLE FOR COMPLIANCE FAILURES RESULTING FROM RELIANCE ON GENERATED OUTPUTS WITHOUT INDEPENDENT REVIEW.

10. Indemnification

You agree to indemnify, defend, and hold harmless NOETED and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your Content; or (d) your violation of any third-party rights.

11. Termination

11.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting us at contactus@noeted.com. Your access continues until the end of your current billing period.

11.2 Termination by NOETED

We may suspend or terminate your access to the Services immediately if: (a) you breach these Terms; (b) your payment is overdue by more than 30 days; (c) we are required to do so by law; or (d) we reasonably believe your use poses a security risk to the Services or other customers.

11.3 Effect of Termination

Upon termination, your right to access the Services ceases. We will make your data available for export for 30 days following termination. After 30 days, we may delete all data associated with your account. Sections of these Terms that by their nature should survive termination will survive, including intellectual property, limitation of liability, indemnification, and dispute resolution.

12. Dispute Resolution

Any disputes arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the state of Delaware. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

14. Modifications

We may modify these Terms at any time by posting the updated Terms on our website. We will provide at least 30 days' notice of material changes via email or in-app notification. Your continued use of the Services after the effective date of modified Terms constitutes acceptance of the changes.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and NOETED regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: NOETED is not liable for delays or failures in performance resulting from causes beyond our reasonable control.

16. Contact Us

If you have questions about these Terms, please contact us:

NOETED, Inc.
Email: contactus@noeted.com
Website: noeted.ai