Terms of Service

These Terms of Service (the "Terms") are a legally binding agreement between you and Cartex Data, LLC, a Texas limited liability company ("Cartex," "Noots," "we," "us," or "our"), and govern your access to and use of Noots.ai, including our websites, our desktop and web applications, our APIs, our artificial intelligence features, our integrations, and all related products, software, functionality, and services (together, the "Service").

If you had a Noots account before the effective date above, these Terms replace the version previously published on this page as of that date. Your continued use of the Service on or after the effective date is your acceptance of them.

Please read this first

This section is a plain-language pointer to the terms that most affect your legal rights. It is a summary, not a substitute — the numbered sections below control.

Other terms worth reading before you agree:

1. Agreement to these Terms

1.1 Acceptance. By creating an account, by accepting these Terms where the Service asks you to, or by accessing or using the Service, you acknowledge that you have read and understood these Terms and our Privacy Policy — which is incorporated into these Terms by reference — and you agree to be legally bound by them. If you do not agree, you must not access or use the Service.

1.2 Who these Terms apply to. These Terms apply to every individual and entity that accesses or uses the Service, including visitors, trial users, paying customers, organizations, workspace members, administrators, developers using our APIs, and any other authorized user.

1.3 Authority to bind an entity. If you access or use the Service on behalf of a company, organization, government agency, educational institution, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case "you" and "your" refer both to you individually and to the entity you represent.

1.4 Negotiated agreements. Some customers enter into a separate signed agreement with Cartex — an enterprise agreement, subscription agreement, order form, data processing addendum, or similar. Where a signed written agreement expressly conflicts with these Terms, the signed agreement controls for the conflicting provisions only. These Terms otherwise remain in full force.

1.5 Entire agreement. These Terms, together with our Privacy Policy and any document expressly incorporated by reference, are the complete and exclusive agreement between you and Cartex regarding the Service.

2. The Service

2.1 What Noots is. Noots is an AI-assisted workplace platform that brings meetings, projects, collaboration, communication, and organizational knowledge into a single workspace. Depending on your plan and the features you enable, the Service may:

• join and participate in supported meetings;
• record and transcribe meetings;
• generate summaries, notes, action items, follow-ups, and insights;
• answer questions about meetings, projects, documents, and workspace content;
• create, update, organize, or synchronize tasks, calendars, documents, and project information;
• exchange information with third-party applications you connect; and
• provide additional AI-assisted productivity features that we make available from time to time.

2.2 AI Output. The Service uses artificial intelligence, machine-learning models, automation, and other computational systems operated by Cartex and by its service providers to produce recommendations, summaries, transcripts, responses, insights, and other generated content (together, "AI Output").

2.3 AI Output is not advice, and you must check it. AI Output is generated automatically and may be inaccurate, incomplete, misleading, out of date, or unsuitable for your purpose. You are solely responsible for reviewing and independently verifying AI Output before relying on it or acting on it. AI Output is provided for informational and productivity purposes only and is not legal, medical, financial, accounting, employment, regulatory, tax, or other professional advice. Consult a qualified professional before making a decision that may have legal, financial, medical, or other significant consequences.

2.4 Availability and changes to the Service

Unless we have signed a separate written agreement with you that says otherwise, the Service is provided without any service level agreement, guaranteed uptime commitment, response-time guarantee, or minimum availability obligation. We may introduce, modify, suspend, replace, discontinue, or remove features, integrations, APIs, functionality, or usage limits at any time. Where commercially reasonable, we will avoid materially reducing the core functionality of an active paid subscription during its current billing term, and we will give notice under Section 23 where a change is material.

3. Eligibility and accounts

3.1 Eligibility. To access or use the Service you must:

• be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater;
• have the legal capacity to enter into a binding contract; and
• not be barred from using the Service under any applicable law, regulation, sanctions program, or governmental restriction.

The Service is a workplace product and is not directed to children. Where an organization enrolls individuals under 18 (for example, an educational institution), that organization is responsible for obtaining every consent and authorization its own law requires, and for confirming that its use complies with laws protecting minors. See also Children's privacy in our Privacy Policy.

3.2 Registration. Some features require an account. You agree to provide accurate, complete, and current registration information and to keep it up to date.

3.3 Account security. You are responsible for keeping your credentials confidential and for activity that occurs under your account, except where that activity results directly from Cartex's own negligence or from unauthorized access to our systems. You agree to:

• use a strong, unique password;
• take reasonable steps to secure the devices you use to reach the Service;
• enable multi-factor authentication where the Service offers it;
• notify us promptly at support@noots.ai if you suspect unauthorized access; and
• replace compromised credentials promptly.

3.4 What you may not do with an account. You may not share your login credentials except through sharing functionality the Service expressly provides; impersonate another individual or entity; register using false or misleading information; or circumvent account security or authentication controls.

3.5 Enforcement. We may suspend, restrict, or terminate an account that violates these Terms or that creates a security, legal, or operational risk to the Service or to other users, as described in Section 21.

4. Organizations, members, and administrators

4.1 Workspaces. The Service supports organization workspaces in which multiple users collaborate under a shared subscription or organizational account.

4.2 What administrators can do. Organization administrators may invite and remove users, assign roles and permissions, configure workspace settings, administer billing, manage integrations, set organizational policies, and otherwise manage the workspace. Administrators may be able to access, view, export, modify, restrict, archive, or permanently delete workspace content, user-generated information, connected integrations, and certain account information belonging to members of their organization.

4.3 Your representations as an administrator. By creating or administering an organization, you represent and warrant that you have all authority necessary to administer the workspace, invite or remove members, configure permissions, manage subscriptions, access organization content where permitted, and grant or revoke access to organizational resources.

4.4 If you join someone else's workspace. You acknowledge that the organization controls that workspace; that administrators may manage your access and permissions and may access content associated with the workspace in accordance with applicable law and organizational policy; and that the organization may suspend or revoke your access at any time. Content created inside an organizational workspace may remain available to the organization after your employment, membership, or affiliation ends. Cartex is not responsible for disputes between an organization and its users about ownership of, or access to, organizational content.

4.5 Notices and consents are the organization's responsibility. Where applicable law requires notice to, or the consent or authorization of, employees or other users in connection with a workspace — including workplace monitoring, recording, and data protection notices — the organization, not Cartex, is responsible for providing those notices and obtaining those consents.

4.6 Roles under data protection law. For customer content inside a workspace, the organization is the controller (or business) and Cartex acts as a processor (or service provider) on its instructions. For account, billing, and service-operation data, Cartex acts as a controller in its own right. This split is described in Section 16 and in the Privacy Policy.

5. Acceptable use

You agree to use the Service only in compliance with these Terms, all applicable laws and regulations, your own contractual obligations, and the rights of others.

You may not, and may not permit anyone else to:

• violate any applicable law or regulation;
• record, monitor, or transcribe any communication without giving every legally required notice and obtaining every legally required consent;
• upload, distribute, or transmit malware, ransomware, viruses, spyware, or other harmful code;
• interfere with, disrupt, overload, or impair the integrity, security, or operation of the Service;
• probe, scan, or test the vulnerability of the Service without our prior written authorization;
• bypass authentication, security controls, rate limits, or technical restrictions;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, AI models, prompts, embeddings, datasets, algorithms, system architecture, or proprietary technology underlying the Service — except to the extent this restriction is prohibited by applicable law, including any right you have under applicable law to obtain interoperability information;
• scrape, harvest, or systematically collect data other than through functionality we expressly provide;
• use bots or automated systems to abuse the Service or circumvent usage limits;
• use the Service or AI Output to train, fine-tune, or develop a competing artificial intelligence system, machine-learning model, or software product without our prior written consent;
• attempt prompt injection, model extraction, adversarial testing, jailbreaks, or other techniques intended to defeat safety systems or reveal confidential system behavior;
• resell, sublicense, lease, distribute, host, or commercially exploit the Service except as we expressly authorize;
• submit content that infringes intellectual property rights or violates the privacy, publicity, contractual, or other legal rights of another person; or
• use the Service for fraud, deception, harassment, unlawful surveillance, or any activity that could reasonably damage Cartex, the Service, or other users.

We may investigate suspected violations and may suspend access, remove content, terminate accounts, cooperate with law enforcement, or take any other action reasonably necessary to protect the Service, our users, or our legal rights.

6. Meeting recording, transcription, and consent

6.1 The laws differ, and they matter. Laws governing the recording, monitoring, transcription, and processing of meetings and communications vary significantly between jurisdictions. Some jurisdictions — including several U.S. states and many countries outside the United States — require the consent of every participant before a conversation may be recorded, monitored, or transcribed. Some jurisdictions also regulate the capture of voice data specifically.

6.2 You are responsible. You are solely responsible for determining which laws apply to your use of the Service and for giving every required notice and obtaining every required consent before you let the Service join, record, monitor, transcribe, summarize, or otherwise process a meeting or communication.

6.3 Your representation. By enabling these features you represent and warrant that all required notices have been given, all required consents have been obtained, and your use complies with all applicable laws, regulations, contractual obligations, and organizational policies.

6.4 We do not police this for you. Cartex does not monitor whether notice or consent has been obtained and takes no responsibility for your compliance with recording, wiretapping, biometric, or privacy laws.

6.5 Indemnity. You agree to defend, indemnify, and hold Cartex harmless from any claim, liability, damage, judgment, fine, penalty, loss, cost, or expense arising from your failure to comply with applicable recording, consent, privacy, biometric, or data protection laws, as further described in Section 20.

7. Your content and the license you grant us

7.1 What "Your Content" means

"Your Content" means all information, data, recordings, audio, video, documents, emails, messages, calendars, contacts, files, transcripts, notes, summaries, action items, projects, tasks, comments, prompts, responses, metadata, and other workspace material that you or your organization upload, submit, generate, synchronize, connect, transmit, store, or otherwise make available through the Service, whether directly or through a Third-Party Service.

7.2 You own it

As between you and Cartex, you (or your organization, where applicable) retain all right, title, and interest in and to Your Content. Except for the limited license granted below, nothing in these Terms transfers ownership of Your Content to Cartex.

7.3 The license you grant us

To operate the Service, you grant Cartex a worldwide, non-exclusive, royalty-free, transferable (only as necessary to provide the Service) and sublicensable (only to the service providers described in our Privacy Policy) license to host, store, reproduce, process, transmit, adapt, display, and create derivative works from Your Content solely as necessary to:

• provide, maintain, and operate the Service;
• authenticate users and administer workspaces;
• synchronize information with Third-Party Services you enable;
• generate AI Output and perform AI features you request;
• detect, investigate, prevent, and remediate fraud, abuse, security incidents, and technical issues;
• monitor performance, improve reliability, and troubleshoot errors;
• comply with applicable law, legal process, and lawful governmental requests;
• enforce these Terms; and
• otherwise fulfil the purposes described in our Privacy Policy.

This license lasts only as long as reasonably necessary for those purposes, unless a longer period is required by law, necessary to resolve a dispute or enforce these Terms, necessary to maintain security logs or disaster-recovery backups, or expressly authorized by you. The license ends when Your Content is deleted, subject to the backup and legal-retention exceptions described in [Section 21.5](#215-data-retention-after-termination) and in the Privacy Policy.

7.4 AI training

Cartex does not use the private content of your meetings, recordings, transcripts, emails, documents, or workspace to train general-purpose artificial intelligence or machine-learning models. We also do not authorize our AI service providers to use that content to train their own general-purpose or publicly available models, and our agreements with them prohibit it.

Nothing in these Terms prevents Cartex from using aggregated, anonymized, or de-identified information that cannot reasonably be used to identify you or your organization for analytics, security, operational improvement, and other lawful business purposes.

7.5 Your representations about Your Content

You represent and warrant that you own or otherwise hold all rights, permissions, licenses, and authorizations necessary for Your Content; that Your Content does not violate any law or infringe any third-party right; and that you have the authority to grant the license in Section 7.3.

8. Feedback

We welcome suggestions, ideas, feature requests, bug reports, and other feedback about the Service ("Feedback").

If you voluntarily give us Feedback, you grant Cartex a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, modify, distribute, publish, incorporate, commercialize, and otherwise exploit that Feedback for any lawful purpose, without obligation to compensate, attribute, or notify you.

Feedback is voluntary and is not confidential unless we agree otherwise in writing. Nothing in this section gives Cartex ownership of your software, intellectual property, inventions, business methods, or products beyond the Feedback itself, and nothing here requires you to give us Feedback at all.

9. Plans, billing, and payment

9.1 Plans. The Service is offered under free, paid, enterprise, promotional, and other plans with differing features, usage limits, storage allowances, integrations, seats, and AI usage quotas.

9.2 Recurring billing and your authorization. Paid subscriptions are billed in advance on the recurring cycle you select. By purchasing a paid subscription you authorize Cartex and its payment processor to charge your selected payment method for subscription fees, applicable taxes, automatic renewals, usage-based charges where applicable, and any additional purchases authorized through your account. You are responsible for keeping your billing information accurate and current.

9.3 Payment processing. Payments are processed by Stripe, Inc. Cartex does not receive or store your full payment card number. Your use of the payment flow is also subject to Stripe's own terms.

9.4 Taxes. Unless expressly stated, all fees are exclusive of taxes. You are responsible for all sales tax, VAT, GST, withholding tax, duties, and similar governmental charges, other than taxes based on Cartex's net income.

9.5 Failed or overdue payment. If a payment cannot be processed, or is reversed, charged back, or overdue, we may suspend or restrict access, downgrade your subscription, disable premium functionality, revoke administrative privileges, terminate your account, or pursue other remedies available under law. Where commercially reasonable we will give notice first.

9.6 Price changes. Subscription pricing may change. A price change affecting an existing paid subscription takes effect no earlier than the start of your next renewal period, and only after we give you at least 30 days' advance notice. If you do not accept a price change, your remedy is to cancel before it takes effect. Except where prohibited by law, we may correct pricing errors, typographical mistakes, and incorrect promotional pricing.

10. Free trials

Cartex may offer free trials, promotional subscriptions, beta access, or other temporary access to paid features.

Unless we state otherwise when you enrol, a free trial automatically converts into a paid subscription at the end of the trial period, and the payment method on your account will be charged, unless you cancel before the trial ends. You may cancel at any time during the trial from your billing settings, at no charge.

We may modify, suspend, terminate, or withdraw any trial or promotional offer at any time, subject to applicable law. Features, integrations, storage, AI usage limits, support, and availability during a trial may differ from a paid subscription. If you do not upgrade at the end of a trial, some content, settings, generated material, or configuration may become unavailable or be deleted in accordance with our retention practices. Participation in a trial does not guarantee the continued availability of any feature or price.

11. Renewals, cancellation, and refunds

11.1 Automatic renewal. Unless cancelled before the end of the current subscription period, a paid subscription renews automatically for successive periods equal in length to the immediately preceding term, at the then-current price.

11.2 Cancelling. You may cancel at any time from your account's billing settings, or by any other cancellation method we make available. Cancellation stops future renewals; it does not end your access during the billing period you have already paid for, unless we state otherwise.

11.3 Refunds. Unless required by law or expressly agreed by Cartex in writing: subscription fees are non-refundable; partially used billing periods are not refunded; unused subscription time, AI credits, storage, quotas, and feature allowances are not refunded; downgrades do not generate credits; and account inactivity does not create a refund right.

11.4 Your non-waivable rights. Nothing in this section limits any mandatory consumer right that cannot legally be waived where you live — including, where they apply, statutory cancellation or "cooling-off" rights and rights under automatic-renewal laws.

11.5 Billing errors. If you believe you have been billed incorrectly, tell us at support@noots.ai within a reasonable time after the charge. We will review it in good faith and make any correction required by these Terms or by law.

12. Intellectual property

12.1 Our rights. The Service and all associated software, source code, object code, AI models, machine-learning systems, algorithms, prompts, embeddings, workflows, automation systems, APIs, documentation, databases, user interfaces, visual designs, graphics, trademarks, logos, trade names, branding, copyrights, patents, and trade secrets (together, the "Cartex Materials") are owned by or licensed to Cartex and are protected by intellectual property law worldwide.

12.2 Your license to use the Service. Subject to your compliance with these Terms and payment of applicable fees, Cartex grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your own internal personal or business purposes during your subscription.

12.3 Restrictions. Except as these Terms or applicable law expressly permit, you may not reproduce, distribute, publish, modify, translate, or create derivative works from the Service; remove or obscure proprietary notices; use Cartex trademarks or branding without prior written authorization (other than to refer accurately to the Service); attempt to extract or reverse engineer the Service's source code, prompts, AI models, datasets, embeddings, or algorithms; use the Service or Cartex Materials to build a competing product; or claim ownership of any part of the Cartex Materials.

12.4 Reservation. All rights not expressly granted are reserved by Cartex and its licensors.

13. Copyright complaints (DMCA)

Cartex respects the intellectual property rights of others and expects users of the Service to do the same.

13.1 Notice of claimed infringement. If you believe material available through the Service infringes your copyright, send a written notice to our designated agent at legal@cartexdata.com (subject line: "DMCA Notice") containing:

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. identification of the copyrighted work claimed to have been infringed;
3. identification of the material claimed to be infringing and information reasonably sufficient for us to locate it;
4. your name, address, telephone number, and email address;
5. a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

13.2 What we do with it. We may remove or disable access to material we believe in good faith to be infringing, and we will make a reasonable effort to notify the person who posted it.

13.3 Counter-notification. If your material was removed and you believe the removal was a mistake or a misidentification, you may send a counter-notice to legal@cartexdata.com (subject line: "DMCA Counter-Notice") containing your signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal district court for the district in which your address is located (or, if your address is outside the United States, the Southern District of Texas), and that you will accept service of process from the person who gave the original notice. Where the law permits, we may restore the material 10 to 14 business days after we forward your counter-notice, unless the original complainant notifies us that they have filed a court action.

13.4 Misrepresentations. Under 17 U.S.C. § 512(f), a person who knowingly misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages.

13.5 Repeat infringers. Cartex will, in appropriate circumstances, disable or terminate the accounts of users who are repeat infringers.

14. Third-party services and integrations

The Service can connect to third-party applications, platforms, AI providers, payment processors, communication platforms, cloud services, and other software you choose to connect ("Third-Party Services"). The Third-Party Services we currently rely on to operate the Service are listed in the Privacy Policy's sub-processor list.

By enabling or authorizing a Third-Party Service, you instruct and authorize Cartex to access, receive, transmit, process, store, and exchange the information reasonably necessary to provide that integration.

Your use of any Third-Party Service is governed by that provider's own terms and privacy policy. Cartex does not own, operate, or control Third-Party Services and is not responsible for their availability, security, functionality, accuracy, uptime, pricing, privacy practices, terms, support, performance, or continued compatibility with the Service. Third-party providers may change, restrict, or discontinue their services, APIs, authentication methods, pricing, or usage limits at any time and without notice, which may temporarily or permanently affect features of the Service that depend on them. Subject to Section 19, Cartex is not liable for interruption, delay, incompatibility, data loss, or degradation arising from the acts, omissions, or changes of any Third-Party Service, and nothing in these Terms obliges us to maintain compatibility with any particular Third-Party Service indefinitely.

15. Beta features

We may make available experimental, preview, early-access, alpha, beta, or other pre-release functionality ("Beta Features"), for evaluation and testing only.

Beta Features may be incomplete, may contain bugs or security vulnerabilities, may change significantly, may become unavailable without notice, and may never become generally available. Unless a separate signed agreement says otherwise, Beta Features are provided "AS IS" and "AS AVAILABLE", without warranties, service commitments, uptime guarantees, or support obligations of any kind. Use of Beta Features is voluntary and at your own risk, and we may suspend, modify, or remove them at any time without liability.

16. Privacy and data protection

16.1 The Privacy Policy. Our Privacy Policy explains how we collect, use, disclose, retain, transfer, and protect personal information in connection with the Service. By using the Service you acknowledge that you have read it. Nothing in these Terms limits any commitment we make in the Privacy Policy.

16.2 Controller and processor. For personal information contained in customer content inside an organization's workspace, the organization is the controller (or business) and Cartex acts as a processor (or service provider) on its documented instructions. For account registration, authentication, billing, security, and service-operation data, Cartex acts as a controller. See Who is responsible for your information.

16.3 Your obligations when you process other people's data. If you use the Service to collect, upload, synchronize, or otherwise process personal information about other people, you represent and warrant that you have all necessary rights, lawful bases, notices, and consents required by applicable law.

16.4 Data Processing Addendum. Cartex offers a Data Processing Addendum ("DPA"), including the European Commission's Standard Contractual Clauses and the UK International Data Transfer Addendum where they apply. Request one at legal@cartexdata.com. Where a DPA is executed between you and Cartex, it governs the processing of personal data to the extent stated in it and prevails over these Terms for that subject matter.

16.5 Security, honestly stated. We describe our actual security measures on our security page and in the Privacy Policy. Cartex does not currently hold a SOC 2, ISO 27001, HIPAA, PCI DSS, or FedRAMP attestation or certification, and nothing in these Terms, in the Service, or in our marketing should be read as claiming one. We will not sign a HIPAA business associate agreement, and the Service should not be used to process protected health information unless we have agreed otherwise in a signed writing.

16.6 Legal process. Where the law requires, we may disclose information in response to valid legal process, subpoenas, court orders, governmental requests, law enforcement requests, or regulatory obligations.

17. Export controls and sanctions

The Service may not be accessed, exported, re-exported, transferred, or used in violation of applicable export control, trade, or economic sanctions laws, including those of the United States.

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive trade sanctions or embargoes; that you are not identified on any applicable government restricted-party, sanctions, or denied-party list; and that you will not use the Service in violation of any export control, sanctions, anti-boycott, or trade compliance law. You may not use the Service for any prohibited end use, prohibited end user, or restricted activity under applicable export control law.

We may suspend or terminate access where necessary to comply with these laws.

18. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE — INCLUDING ALL SOFTWARE, AI OUTPUT, DOCUMENTATION, CONTENT, BETA FEATURES, APIS, AND INTEGRATIONS — IS PROVIDED "AS IS" AND "AS AVAILABLE."

Cartex disclaims all warranties of every kind, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, uninterrupted availability, security, compatibility, and satisfactory quality.

We do not warrant that the Service will operate without interruption or always be available; that defects will be corrected; that the Service will be free of viruses or harmful components; that AI Output will be accurate, complete, current, reliable, or suitable for your purpose; or that the Service will satisfy your legal, regulatory, compliance, or business requirements.

No advice, documentation, marketing material, demonstration, or statement from Cartex creates a warranty unless expressly stated in a written agreement signed by Cartex.

Some jurisdictions do not allow the exclusion of certain warranties or of implied statutory guarantees. To the extent those laws apply to you, the exclusions above apply only so far as that law permits, and you keep any rights that cannot be excluded.

19. Limitation of liability

19.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CARTEX AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS. This includes lost profits, lost revenue, lost business opportunity, lost anticipated savings, lost contracts, lost goodwill, business interruption, lost productivity, loss or corruption of data, and the cost of substitute products or services — regardless of the legal theory, whether the claim arises in contract, tort, negligence, strict liability, statute, or equity, and even if we were advised that such damages were possible.

19.2 Cap. To the maximum extent permitted by law, Cartex's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of:

• (a) the total amount you paid Cartex for the Service in the twelve (12) months immediately before the event giving rise to the claim; or
• (b) US $100.00.

19.3 Essential purpose. These limitations apply even if a limited remedy fails of its essential purpose, and they are an essential basis of the bargain between us.

19.4 What is never limited. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including — where applicable law so provides — liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or under a mandatory consumer-protection statute. Nothing in this Section limits your obligation to pay fees you owe or your obligations under Section 20.

19.5 Jurisdictional limits. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent those laws apply to you, parts of this Section may not apply and our liability is limited to the smallest extent permitted by that law.

20. Indemnification

You agree to defend, indemnify, and hold harmless Cartex, its affiliates, licensors, officers, directors, employees, contractors, service providers, successors, and assigns from and against any claim, action, investigation, proceeding, demand, liability, damage, judgment, settlement, penalty, fine, loss, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your Content;
• your access to or use of the Service;
• your violation of these Terms;
• your violation of any applicable law or regulation, including any privacy, recording, surveillance, wiretapping, biometric, employment, consumer protection, export control, or data protection law;
• your infringement or alleged infringement of any copyright, trademark, patent, trade secret, privacy right, publicity right, contractual right, or other third-party right; or
• your negligence, fraud, wilful misconduct, or unauthorized use of the Service.

We will notify you of a claim for which we seek indemnity, and we may assume exclusive defense and control of any such matter at our own expense, in which case you agree to cooperate. You may not settle a claim in a way that imposes an obligation or admission on Cartex without our written consent. This section does not apply to the extent the claim arises from Cartex's own breach of these Terms, negligence, or wilful misconduct, and it does not apply where the law prohibits it — including to public bodies that cannot lawfully give an indemnity, in which case an equivalent responsibility applies only as far as that body's law permits.

Your obligations under this section survive termination.

21. Term, suspension, and termination

21.1 Term. These Terms apply for as long as you access or use the Service.

21.2 Your right to stop. You may stop using the Service at any time. If you have an account you may delete it from within the Service, or by contacting us, subject to reasonable verification.

21.3 Our right to suspend or terminate. We may suspend, restrict, or terminate your access to all or part of the Service, with or without prior notice, if we reasonably determine that you have violated these Terms or any applicable policy; that your use creates a legal, operational, security, or reputational risk to Cartex, the Service, or other users; that payment cannot be collected or your account is delinquent; that fraudulent, abusive, or unauthorized activity is suspected; that we are required to act by law, regulation, court order, or a governmental or law-enforcement request; or that we are discontinuing all or part of the Service. Where commercially reasonable, we will give advance notice before terminating a paid account, unless doing so would create a security, legal, operational, or fraud-related risk.

21.4 Effect of termination. On termination your right to access and use the Service ends; your subscription terminates at the end of the applicable billing period unless terminated earlier under these Terms; no refund is provided except where required by law or expressly agreed in writing; your data is handled as described below and in the Privacy Policy; and provisions intended to survive remain in effect.

21.5 Data retention after termination

Export Your Content before you terminate. Following termination we may retain certain information for a commercially reasonable period where necessary to comply with law; satisfy tax, accounting, or regulatory obligations; resolve disputes; enforce these Terms; investigate fraud, abuse, or security incidents; or maintain disaster-recovery backups and security logs. Unless the law requires otherwise, content scheduled for deletion is removed in accordance with the retention practices described in the Privacy Policy. Backup copies may persist for a limited period before being overwritten in the ordinary course.

21.6 Accrued obligations. Termination does not relieve either party of obligations that accrued before it.

22. Publicity

We will not use your name, logo, or brand to identify you as a customer without your prior written permission. If you give that permission, you may withdraw it at any time by writing to legal@cartexdata.com, and we will stop the use within a reasonable period. This does not restrict either party's right to make disclosures required by law.

Nothing here prevents you from stating publicly that you use the Service.

23. Changes to the Service and these Terms

We may modify, update, replace, suspend, discontinue, or remove features, functionality, APIs, integrations, usage limits, or components of the Service at any time, subject to Section 2.4.

We may also revise these Terms to reflect changes in applicable law, technology, security practice, business operations, pricing models, or the Service itself.

Notice. When we make a material change to these Terms we will update the effective date at the top of this page and give notice — by email, in the Service, or by posting a notice on our website — at least 30 days before the change takes effect for users with an active account, unless a shorter period is required to comply with law or to address a security or legal risk. Non-material changes take effect on publication.

Your continued use of the Service after a revised version takes effect is your acceptance of it. If you do not agree, you must stop using the Service before that date; if you are on a paid plan you may cancel and, where the law requires it, receive any refund that law provides.

24. Dispute resolution, arbitration, and class-action waiver

24.1 Talk to us first. Before starting an arbitration or a lawsuit, you agree to send a written notice of the dispute to legal@cartexdata.com describing the dispute and the relief you want. We agree to do the same for any dispute we have with you. The parties will try in good faith to resolve it informally for 60 days after that notice. Neither party may begin an arbitration or a court case (other than a small-claims case) until those 60 days have passed. This period tolls any applicable limitation period.

24.2 Agreement to arbitrate. If the dispute is not resolved informally, you and Cartex agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including its formation, interpretation, breach, termination, validity, or enforceability — will be resolved by final and binding individual arbitration, rather than in court, except as stated in 24.3 and 24.8.

24.3 What is not arbitrated. The following are excluded from arbitration and may be brought in court:

• Small claims. Either party may bring an individual claim in a small-claims court with jurisdiction, so long as it stays in that court and is brought on an individual basis.
• Injunctive relief for intellectual property. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to stop actual or threatened infringement, misappropriation, or violation of its intellectual property, confidential information, or the acceptable-use restrictions in Section 5.
• Any claim that applicable law does not permit to be arbitrated.

24.4 Rules and forum. The arbitration will be administered by the American Arbitration Association ("AAA") under its rules then in effect — its Consumer Arbitration Rules where you are an individual using the Service for personal purposes, and its Commercial Arbitration Rules otherwise — as modified by these Terms. The AAA rules are available at adr.org. Arbitration will be before a single arbitrator, conducted in the English language, and seated in Harris County, Texas. If you are an individual consumer, you may instead elect that the arbitration be held by telephone or video, on documents only, or in the county where you live, and we will not object. The arbitrator may award any relief a court could award to that individual party, and judgment on the award may be entered by any court with jurisdiction.

24.5 Fees. Where the AAA rules or applicable law require Cartex to pay the arbitration filing, administrative, and arbitrator fees for a consumer claim, we will pay them. Each party otherwise bears its own attorneys' fees unless the arbitrator awards them under applicable law.

24.6 Class-action and jury waiver. You and Cartex each agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding without the written consent of both parties. You and Cartex each waive any right to a jury trial for claims subject to arbitration. If a court decides that this waiver is unenforceable as to a particular claim or form of relief, that claim or request for relief must be brought in court and is severed from the arbitration; the rest of this Section remains in force.

24.7 Your right to opt out. You may opt out of Sections 24.2 through 24.6. Send an email to legal@cartexdata.com with the subject line "Arbitration Opt-Out", stating your name and the email address on your account, within 30 days of the date you first accept these Terms (or, if you already had an account on the effective date above, within 30 days of that date). Opting out is free, has no effect on your account or your use of the Service, and is permanent. If you opt out, Section 25 governs your disputes instead.

24.8 Where this section does not apply. This Section does not apply to the extent applicable law prohibits it or makes it unenforceable — including, without limitation, where you are a consumer resident in the European Economic Area, the United Kingdom, Switzerland, or another jurisdiction whose law gives you a non-waivable right to bring proceedings in your local courts or to the protection of your local consumer law. In that case your disputes are governed by Section 25 and by that non-waivable law.

24.9 Changes. If we materially change this Section after you accept these Terms, you may reject the change by writing to legal@cartexdata.com within 30 days of the notice, in which case the version you last accepted continues to apply to you.

24.10 Survival. This Section survives termination of these Terms.

25. Governing law and venue

25.1 Governing law. These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Texas and applicable federal law of the United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act governs the interpretation and enforcement of Section 24.

25.2 Venue. For any dispute not subject to arbitration, the state and federal courts located in Harris County, Texas have exclusive jurisdiction, and each party submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.

25.3 Your local rights are preserved. Nothing in this Section deprives you of the protection of provisions of the law of your country or state of residence that cannot be derogated from by agreement. If you are a consumer resident in the European Economic Area, the United Kingdom, or Switzerland, you keep the benefit of the mandatory consumer protections of your country of residence, and you may bring proceedings in the courts of that country. Residents of other jurisdictions with non-waivable consumer protections keep those protections in the same way. This Section is not intended to, and does not, waive any right you have that cannot lawfully be waived.

25.4 EU online dispute resolution. Consumers in the European Union may also have access to the European Commission's online dispute resolution platform. We are willing to resolve disputes informally at legal@cartexdata.com and are not obliged to participate in any alternative dispute resolution body unless the law requires it.

26. Survival

The following survive expiry or termination of these Terms to the extent needed to give them effect:

• 7. Your content and the license you grant us (as to licenses stated to survive)
• 8. Feedback
• 12. Intellectual property
• 16. Privacy and data protection (obligations intended to survive)
• 18. Disclaimer of warranties
• 19. Limitation of liability
• 20. Indemnification
• 21.5 Data retention after termination
• 24. Dispute resolution, arbitration, and class-action waiver
• 25. Governing law and venue
• 27. General terms
• accrued payment obligations and accrued rights
• any other provision that by its nature is intended to survive

27. General terms

27.1 Entire agreement. These Terms, together with the Privacy Policy and any policy, subscription term, enterprise agreement, order form, or DPA expressly incorporated by reference, are the entire agreement between you and Cartex about the Service, and supersede all prior or contemporaneous agreements on the same subject.

27.2 Assignment. You may not assign, transfer, or delegate these Terms or any right or obligation under them without Cartex's prior written consent; any attempt to do so is void. Cartex may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, sale of assets, financing, corporate restructuring, or by operation of law. These Terms bind and benefit the parties and their permitted successors and assigns.

27.3 Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified only to the minimum extent necessary to make it enforceable — or severed if it cannot be — and the remaining provisions stay in full force.

27.4 No waiver. A failure or delay in exercising a right or remedy is not a waiver of it, and a single or partial exercise does not prevent a further exercise.

27.5 Force majeure. Cartex is not liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, labor dispute, internet or utility outage, cyberattack, denial-of-service attack, failure of a cloud or AI provider, governmental action, war, terrorism, civil unrest, or failure of third-party infrastructure. This section does not excuse an obligation to pay amounts due.

27.6 Notices. We may give notices required under these Terms electronically — by email to the address on your account, through the Service, or by posting on our website. Notices to Cartex must go to legal@cartexdata.com. You agree that electronic acceptance and electronic communications satisfy any legal requirement that an agreement or communication be in writing, and have the same effect as a handwritten signature where the law permits.

27.7 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between you and Cartex.

27.8 No third-party beneficiaries. These Terms create no third-party beneficiary rights, except that the parties indemnified under Section 20 may enforce that section.

27.9 Interpretation. Headings are for convenience only. Unless the context requires otherwise, the singular includes the plural and vice versa, "including" means "including without limitation", and "or" is not exclusive.

27.10 Language. These Terms are written in English. Where we provide a translation, the English version controls to the extent applicable law permits.

28. Contact

Cartex Data, LLC — Texas, United States

Noots.ai is a product developed, owned, and operated by Cartex Data, LLC.