Introduction and Acceptance
This Terms of Use Agreement ("Agreement") constitutes a legally binding contract between you and Notte Labs, Inc., a Delaware corporation ("Notte," "we," "us," or "our"). This Agreement, together with any documents expressly incorporated by reference, governs your access to and use of https://www.notte.cc, including any content, functionality, and services offered on or through https://console.notte.cc (collectively, the "Platform"), and any other platforms or portals required to utilize, access, or operate the software or other products offered by Notte.
IMPORTANT DISPUTE RESOLUTION NOTICE: THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS AND A CLASS ACTION WAIVER. EXCEPT FOR CERTAIN TYPES OF DISPUTES IDENTIFIED IN THE ARBITRATION SECTION, YOU AND NOTTE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND NOTTE WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR HAVE YOUR DISPUTE DECIDED BY A COURT OR JURY.
By accessing or using the Platform, you accept and agree to be bound by this Agreement, our Privacy Policy, and our Fair Use Policy, each incorporated herein by reference. If you do not agree to these terms, you must not access or use any portion of the Platform. By using the Platform, you represent and warrant that you have the legal authority to bind your company to this Agreement. If you do not meet this requirement, you must not access or use the Platform.
Modifications
We reserve the right to revise and update this Agreement at any time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Arbitration section will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Platform. Your continued use of the Platform following the posting of revised terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
Account Registration and Security
You may be required to register for an account ("Notte User ID") and provide accurate, complete, and current registration information. You may not select as your Notte User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You may access certain features of the Platform using your account credentials from other services ("Third Party Account"). By using the Platform through a Third Party Account, you permit us to access certain information from such account for use by the Platform. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
You represent and warrant that you are an individual of legal age to form a binding contract, or if not, you have received parental or guardian permission and have gotten them to agree to these terms on your behalf. If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these terms on that organization's behalf and bind them to this Agreement.
You shall use the Platform solely for your internal purposes and only as intended for its designated functionality; provided that entities may use the Platform for commercial purposes in developing their own products or services, but not to copy, clone, or substantially replicate the Platform or its functionality. You represent and warrant that all use shall comply with applicable laws and the Platform's intended use cases. Use of the Platform in violation of any applicable law or outside its intended purpose is prohibited and shall void your rights hereunder.
You will not share your Notte User ID, account, or password with anyone, and you must protect the security of your credentials. You are responsible for any activity associated with your account. We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to the Platform and ensuring that all persons who access the Platform through your internet connection are aware of and comply with this Agreement. All information you provide to the Platform must be correct, current, and complete, and is governed by our Privacy Policy. If you choose, or are provided with, a username, password, or any other security information, you must treat such information as confidential and not disclose it to any other person. You agree to notify us immediately of any unauthorized access to or use of your credentials. We have the right to disable any user identifier at any time in our sole discretion for any or no reason.
Purchases and Payment Terms
Your order, via execution of a statement of work or similar document, constitutes an offer to buy all products and services listed therein. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion. All prices, discounts, and promotions are subject to change without notice. The price charged will be the price in effect at the time the order is placed. Posted prices do not include taxes, which will be added to your total.
Terms of payment are within our sole discretion, and payment must be received by us before we accept an order. You represent and warrant that the payment information you supply is true, correct, and complete; you are duly authorized to use such payment information; charges incurred by you will be honored by the company you represent; and you will pay charges incurred by you at the posted prices, including all applicable taxes.
You authorize us to charge your chosen payment provider upon placing your order. If your order is subject to recurring charges, you consent to our charging your payment method on a recurring basis without requiring prior approval for each charge. You agree to promptly update account and payment information. All payments shall be in U.S. dollars.
We utilize third-party payment processors to handle financial transactions. The processing of payments will be subject to the terms, conditions, and privacy policies of those payment processors in addition to this Agreement. We are not responsible for any error by, or other acts or omissions of, the payment processor.
Intellectual Property Rights
The Platform and its entire contents, features, and functionality are owned by Notte, its licensors, or other providers and are protected by United States and international intellectual property laws. This Agreement permits you to use the Platform for commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material on our Platform, except that your computer may temporarily store copies in RAM incidental to access, you may store files automatically cached by your web browser, and you may print or download one copy of a reasonable number of pages for your own non-commercial use.
You must not modify copies of any materials from the Platform or delete or alter any copyright, trademark, or other proprietary rights notices. If you print, copy, modify, download, or otherwise use or provide access to any part of the Platform in breach of this Agreement, your right to use the Platform will stop immediately and you must return or destroy any copies. No right, title, or interest in or to the Platform is transferred to you, and all rights not expressly granted are reserved by Notte.
Trademarks
You must not use the Notte name, logo, or related names, logos, product names, designs, or slogans without our prior written permission. All other names, logos, and marks are the trademarks of their respective owners.
Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the Platform in any way that violates any applicable law; to exploit or harm minors; to send unauthorized advertising; to impersonate others; or to engage in conduct that restricts anyone's use of the Platform or harms Notte or users.
Additionally, you agree not to use the Platform in any manner that could disable, overburden, or impair the Platform; use any robot or automated means to access the Platform; use any device or routine that interferes with proper working; introduce viruses or other harmful material; attempt to gain unauthorized access; attack via denial-of-service attacks; engage in improper usage of our account or subscription systems, including attempts to circumvent intended usage restrictions or obtain services not included in your plan; or otherwise attempt to interfere with proper working.
User Contributions
The Platform may contain features that allow users to post content ("User Contributions"). All User Contributions must comply with content standards. Any User Contribution you post will be considered non-confidential. By providing any User Contribution, you grant us a comprehensive, perpetual, irrevocable, worldwide, transferable, royalty-free license to utilize, copy, modify, create derivative works, distribute, publicly perform, display, store, cache, transmit, and commercialize such material. This authorization includes our use of your name, company name, and any trademarks, logos, or images you provide.
You represent and warrant that you own or control all rights in and to your User Contributions and have the right to grant the license above. You understand that you are responsible for any User Contributions you submit, and you, not Notte, have full responsibility for such content. Notte is not responsible to any third party for the content or accuracy of any User Contributions.
Monitoring and Enforcement; Termination
We have the right to remove or refuse any User Contributions for any reason; take appropriate action regarding User Contributions; take legal action for illegal use; and terminate or suspend your access for any violation. We do not undertake to review material before posting and cannot ensure prompt removal of objectionable material. We assume no liability for any action or inaction regarding user content. We have the right to cooperate fully with law enforcement authorities. You waive and hold harmless Notte from any claims resulting from any action taken during or as a consequence of investigations.
Children's Privacy
We do not knowingly collect personally identifiable information from children under 13. If you are under 13, do not use or register for the Platform or send us any personal information. If we learn we have collected personal information from a child under 13, we will delete that information. If you believe a child under 13 may have provided personal information, contact us at support@notte.cc.
Reliance on Information Posted
The information presented on the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability arising from any reliance placed on such materials. The Platform may include content provided by third parties. All statements in these materials are solely the opinions of the person providing them and do not necessarily reflect our opinion.
Changes to the Platform
We may update the content on the Platform, but the content is not necessarily complete or up-to-date. We are under no obligation to update such material.
Privacy
All information we collect is subject to our Privacy Policy. By using the Platform, you consent to all actions taken with respect to your information in compliance with the Privacy Policy.
Third-Party Links
If the Platform contains links to other sites, these links are provided for your convenience only. We have no control over the contents of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of them.
Service Fees
Services may be free or fee-based. If you are using a free service, we will notify you before any services begin carrying a fee. Note that text messages may incur data and message rates. Paid Services are subject to payment terms presented during sign-up. We use third-party payment processors to bill you through your Billing Account. You agree to pay all charges and authorize us to charge your Payment Method. Some Paid Services may include recurring charges, and you accept responsibility for all recurring charges. We may submit periodic charges without further authorization. You must provide current, complete, and accurate billing information. Paid Services automatically renew unless you opt out. If you terminate a Paid Service, you may use your subscription until the end of your current term, but you will not receive a refund.
Disclaimer of Warranties
YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE THAT FILES AVAILABLE FOR DOWNLOADING WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR ANTI-VIRUS PROTECTION AND DATA ACCURACY NEEDS.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR EQUIPMENT OR DATA DUE TO YOUR USE OF THE PLATFORM.
YOUR USE OF THE PLATFORM AND ANY SERVICES OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. NEITHER NOTTE NOR ANY PERSON ASSOCIATED WITH NOTTE MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER NOTTE NOR ANYONE ASSOCIATED WITH NOTTE WARRANTS THAT THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES, OR THAT DEFECTS WILL BE CORRECTED.
TO THE FULLEST EXTENT PROVIDED BY LAW, NOTTE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NOTTE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING FROM YOUR USE OR INABILITY TO USE THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
Indemnification
You agree to defend, indemnify, and hold harmless Notte, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Platform, including your User Contributions, any use of the Platform's content other than as expressly authorized, or your use of any information obtained from the Platform.
Governing Law and Arbitration
This Agreement shall be governed by California law without regard to conflict of laws principles. THE PARTIES AGREE THAT ANY CONTROVERSIES, CLAIMS, OR DISPUTES ARISING BETWEEN YOU AND NOTTE, WHETHER IN TORT OR CONTRACT, INCLUDING THOSE RELATED TO OR ARISING FROM THIS AGREEMENT OR THE SERVICES PROVIDED, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY DISPUTES BASED ON ANY PRODUCT, EQUIPMENT, SERVICE, OR ADVERTISING PROVIDED BY NOTTE. THE PARTIES AGREE NOT TO PURSUE ARBITRATION ON A CLASSWIDE BASIS. ANY ARBITRATION WILL BE SOLELY BETWEEN YOU AND NOTTE. ARBITRATION SHALL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS CONSUMER ARBITRATION RULES. THE ARBITRATION SHALL BE BINDING, AND JUDGMENT MAY BE ENTERED UPON THE AWARD IN ANY COURT HAVING JURISDICTION. THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ARBITRATION COSTS, INCLUDING REASONABLE ATTORNEYS' FEES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THIS AGREEMENT, NOTTE AND YOU ARE EACH WAIVING THE RIGHT TO LITIGATE IN COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, OR TO BE A PARTY TO A CLASS OR REPRESENTATIVE ACTION. YOU UNDERSTAND THAT ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY.
Notwithstanding the foregoing, you and Notte are not required to arbitrate any dispute seeking equitable relief for alleged unlawful use of intellectual property rights, or individual claims brought in small claims court.
If you are an individual, you may opt out of this arbitration agreement within thirty days of first accessing the Platform by submitting a written notice through our designated contact form on the Platform with your name, address, email address, and an unequivocal opt-out statement. If you opt out, neither party can force the other to arbitrate.
If you elect to opt out, both parties irrevocably consent to exclusive jurisdiction in San Francisco County, California courts; waive objections to such jurisdiction; agree not to commence legal proceedings except in such courts; consent to service of process; and waive any right to trial by jury.
This section may be amended, and you may reject changes by notifying us within thirty days of becoming subject to amended terms.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM ARISING FROM THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
General Provisions
No waiver by Notte of any term shall be deemed a further waiver of such term or any other term. Any failure to assert a right shall not constitute a waiver. If any provision is held invalid, the remaining provisions will continue in full effect. This Agreement and our Privacy Policy constitute the entire agreement between you and Notte regarding the Platform. Visiting the Platform and sending emails constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, and other communications satisfy legal writing requirements. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND RECORDS. You waive any rights requiring non-electronic records or signatures.
Contact Us
For any questions, concerns, or inquiries regarding these Terms of Use, the Platform, or your rights and obligations under this Agreement, please contact our legal team at legal@notte.cc. We endeavor to respond to all inquiries in a timely manner. All formal legal notices, including arbitration opt-out requests, intellectual property concerns, or other legal correspondence, should be directed to legal@notte.cc with the subject line clearly indicating the nature of your communication.