Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between Nooii, Inc. (“Nooii,” “we,” “us,” or “our”) and any person or entity (“you” or “your”) accessing, using, or subscribing to services provided at https://www.nooii.com/ (the “Website”) or any affiliated platform, including our AI-powered brand ambassador (collectively, the “Service”). By accessing or using the Service, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, you must refrain from using the Service.

1. ACCEPTANCE OF TERMS

1.1 Eligibility. By accessing or using the Service, you represent and warrant that you are at least eighteen (18) years old or of the age of majority in your jurisdiction, whichever is greater, and have the requisite authority to enter into these Terms. If you are accessing or using the Service on behalf of an organization or entity, you represent and warrant that you are duly authorized to bind such entity to these Terms.

1.2 Acceptance. Your access to and use of the Service are conditioned upon your acceptance of and compliance with these Terms. You further agree to comply with all applicable local, state, national, and international laws, rules, and regulations in connection with your use of the Service.

2. DESCRIPTION OF THE SERVICE

2.1 Overview. Nooii provides an AI-powered brand ambassador designed to enhance online customer engagement and boost sales (the “AI Assistant”). This AI Assistant personalizes shopping experiences by analyzing customer behavior and preferences, providing tailored product recommendations, delivering timely nudges to encourage purchases, and offering 24/7 customer support through autonomous resolutions or escalations to human agents when necessary.

2.2 Features.

• Personalized Customer Engagement: The AI Assistant collects and analyzes user behavior and preferences to provide customized recommendations and interactions.

• Brand Voice Customization: The Service allows businesses to configure the AI Assistant’s tone and style in alignment with their brand guidelines.

• Analytics and Reporting: Users receive detailed insights into customer interactions, purchase patterns, and other engagement metrics.

• 24/7 Support: The AI Assistant can independently resolve common issues and escalate complex queries to human agents for further assistance.

2.3 Modifications. Nooii reserves the right to modify or discontinue, temporarily or permanently, the Service, or any feature thereof, with or without notice. Nooii shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation. To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate and complete.

3.2 Account Credentials. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Nooii immediately of any suspected or actual unauthorized access to or use of your account.

3.3 Account Use. You shall not share your account or password with any third party. You further agree that you shall be liable for losses and damages incurred by Nooii or any other party due to third-party use of your account, whether authorized or unauthorized, resulting from your breach of this Section 3.

4. USER OBLIGATIONS AND CONDUCT

4.1 Compliance with Laws. You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You shall not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service.

4.2 Prohibited Conduct. You shall not:

(a) Reverse-engineer, decompile, or otherwise attempt to extract source code from the Service or the AI Assistant;

(b) Use the Service to develop or distribute any malicious code, including viruses, spyware, or other harmful software;

(c) Circumvent or attempt to circumvent any security or access restrictions implemented on the Service;

(d) Use the Service to upload, transmit, or distribute any unlawful, infringing, defamatory, obscene, or otherwise objectionable content;

(e) Resell, lease, or otherwise provide the Service to any unauthorized third party; or

(f) Engage in any activity that violates the intellectual property or other rights of Nooii or any third party.

4.3 Customer Data. If you input or upload data or other content to the Service (collectively, “Customer Data”), you represent and warrant that you own or have sufficient rights to lawfully use and share such Customer Data. You grant Nooii a worldwide, non-exclusive, royalty-free license to use, process, transmit, and display the Customer Data solely as necessary to provide the Service in accordance with these Terms and our Privacy Policy.

5. PAYMENT TERMS

5.1 Fees. Certain features of the Service may be subject to payment of fees as specified on the Website or in an applicable form. You agree to pay all applicable fees in accordance with the terms set forth on the Website or in the relevant documentation.

5.2 Billing. Unless otherwise agreed in writing, all fees are due and payable in U.S. dollars. You shall provide valid and up-to-date payment information, and you authorize Nooii to charge such payment method for all fees due.

5.3 Late Payments. If payment is not received by the due date, Nooii reserves the right to (a) charge interest on any overdue amounts at the rate of the lesser of 1.5% per month or the maximum rate permitted by law, and/or (b) suspend your access to the Service until all overdue amounts are paid in full.

5.4 Refunds. Except as otherwise provided in these Terms or required by applicable law, all fees paid are non-refundable.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership by Nooii. All content, code, algorithms, models, analytics, and documentation related to the Service, including but not limited to the AI Assistant, text, graphics, logos, designs, software, trademarks, service marks, and trade names, are the sole and exclusive property of Nooii or its licensors. These Terms do not grant you any rights in or to Nooii’s intellectual property except as expressly stated herein.

6.2 Feedback. You may provide suggestions, comments, or feedback regarding the Service (“Feedback”). By submitting Feedback, you hereby grant Nooii a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service without any obligation to compensate you.

7. PRIVACY AND DATA PROTECTION

7.1 Privacy Policy. Your use of the Service is subject to Nooii’s Privacy Policy, which is incorporated by reference into these Terms. You agree to review our Privacy Policy to understand our data handling practices.

7.2 Data Security. We employ commercially reasonable measures to protect the security of Customer Data. However, you acknowledge that no method of transmission over the internet or method of electronic storage is completely secure, and Nooii cannot guarantee absolute security.

7.3 Data Processing. By using the Service, you consent to the processing of Customer Data in, and transfer of Customer Data into, any country in which Nooii or its affiliates, subsidiaries, or service providers maintain facilities, in accordance with applicable data protection laws.

8. CONFIDENTIALITY

8.1 Definition. “Confidential Information” means any non-public, confidential, or proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under these Terms that is identified as confidential or should reasonably be understood to be confidential given the nature of the information.

8.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

8.3 Obligations. The Receiving Party shall: (a) use Confidential Information solely for the purposes of performing its obligations under these Terms; and (b) not disclose Confidential Information to any third party except to its employees, representatives, or contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

9. DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. NOOII DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NOOII FURTHER DISCLAIMS ANY LIABILITY FOR DAMAGES OR LOSS ARISING FROM YOUR USE OF THIRD-PARTY SERVICES OR CONTENT.

9.2 AI Assistant Outputs. You acknowledge that the AI Assistant leverages machine-learning algorithms that may not always produce accurate or error-free outputs. Nooii shall not be liable for any claims, damages, or losses resulting from decisions made or actions taken in reliance on the AI Assistant’s outputs.

9.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOOII OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. IN NO EVENT SHALL NOOII’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO NOOII IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Nooii, its affiliates, officers, directors, employees, and agents from and against all claims, actions, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) your use of the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including but not limited to intellectual property or privacy rights; or (d) any content or data uploaded, posted, or otherwise transmitted through your account.

11. TERM AND TERMINATION

11.1 Term. These Terms shall remain in effect until terminated in accordance with this Section 11.

11.2 Termination by You. You may terminate these Terms at any time by ceasing all use of the Service and closing your account (if applicable).

11.3 Termination by Nooii. Nooii may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to: (a) your violation of any provision of these Terms; (b) your failure to pay any fees due; or (c) requests by law enforcement or other government agencies.

11.4 Effect of Termination. Upon termination of these Terms, your right to access or use the Service immediately ceases. Sections that by their nature should survive termination (including but not limited to Sections 6, 8, 9, and 10) shall survive.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of [Insert Governing Law], without regard to its conflict of laws principles.

12.2 Dispute Resolution. Any dispute arising out of or relating to these Terms shall first be attempted to be resolved amicably between the parties. If such dispute cannot be resolved within thirty (30) days, it shall be resolved by binding arbitration administered by [Insert Arbitration Association] in accordance with its commercial arbitration rules. The arbitration shall be conducted in [Insert Venue], and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

12.3 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief for any breach of these Terms in any court of competent jurisdiction without first engaging in arbitration.

13. CHANGES TO THESE TERMS

Nooii reserves the right, in its sole discretion, to modify or replace any part of these Terms. We will provide notice of any material changes by posting the new Terms on the Website or by other appropriate means. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes.

14. MISCELLANEOUS

14.1 Entire Agreement. These Terms, together with any other legal notices and agreements published by Nooii on the Website, constitute the entire agreement between you and Nooii concerning the Service and supersede all prior agreements, written or oral.

14.2 Assignment. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Nooii. Nooii may freely assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law.

14.3 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties, and the remaining provisions shall remain in full force and effect.

14.4 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Nooii to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

14.5 Force Majeure. Nooii shall not be liable for any failure to perform its obligations under these Terms to the extent such failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, war, riots, governmental action, terrorism, labor disputes, or telecommunication disruptions.

14.6 Notices. All notices required or permitted under these Terms shall be in writing and delivered to Nooii at the contact address provided on the Website, or by email to the address specified on the Website. Notices to you may be made via email or regular mail to the contact information associated with your account.

CONTACT INFORMATION

If you have any questions about these Terms or the Service, please contact Nooii at:

• Email: support@nooii.com

By using the Service, you acknowledge that you have read, understand, and agree to be bound by these Terms of Service.