Terms and Conditions website

THE NOTCOMPANY, INC.

Last Updated: March 31st, 2025.

These terms and conditions (the “Terms of Use”) are entered into by and between the User (as defined below) and THENOTCOMPANY, INC., a Delaware corporation (“NotCo” or “we”). The Terms of Use govern the access to and/or use by the User of all websites controlled by NotCo (including any content, functionality, and services offered on or through such websites) where these Terms of Use are posted (the “Sites”), whether as a guest or a registered user.

From the time users access the Sites, they are subject to the following terms and conditions. By using the Sites, the User accepts and agrees, from that very moment, to be,fully and without any reservation, bound and to abide by these Terms of Use and our Privacy Policy, found at https://tech.notco.com/, incorporated herein by reference. Anyone who does not accept these Terms of Use must refrain from accessing or using the Sites, either directly or indirectly, and from using any information or service provided by the Sites.

The Sites are offered and available to Users who are 18 years of age or older only. By using the Sites, the User represents and warrants that he or she is 18 years or older and otherwise of legal age to form a binding contract with NotCo. If the User does not meet the age requirement, the User must not use or access the Sites.

Definitions. For the purpose of this Terms of Use, the following terms shall have the meaning set forth in this section.

“Related Party” means any affiliates, entities which control NotCo and/or subsidiaries of NotCo, as well as NotCo’s licensors, and service providers (e.g., those third parties that perform certain services for us, such as website hosting, order fulfillment, delivery of our promotional materials and product officers, clearing and processing credit and debit card payments, or performing other services on our behalf), and each of its and their respective officers,directors, employees, contractors, agents, licensors, suppliers, successors,and assigns.

“Third Party Websites” means other websites or locations that are operated and controlled by third parties other than NotCo or its Related Parties.

“User” or “you”means any person or persons that access and/or use the Sites.

Ownership and Operation. The Sites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by NotCo, its licensors, or other providers of such material and are protected by United States or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

For more information on NotCo and our product brands, please visit, https://tech.notco.com/.

The User agrees and acknowledges that the Sites are available for his/her personal and non-commercial use only and that the User has no right to use the Sites except as provided in these Terms of Use. The Site and its associated applications contain material prepared by NotCo, through newsletters or in any other form, for informational purposes only. Users should be aware that such material may not reflect the most recent legislative or case law developments regarding the matters discussed. NotCo also reserves the right to modify, expand, or reduce the material offered through the Site and its associated applications at any time, notifying Users accordingly.

The material contained on the Site and its associated applications may under no circumstances be considered a substitute for legal or other professional advice. Access to this material does not intend to create, nor does it imply, any attorney-client relationship or any other type of fiduciary or professional relationship between NotCo and the User of the Site and its associated applications. Therefore, Users should not act on the basis of the information contained therein without first seeking appropriate professional advice. Likewise, Users should not send any confidential information to NotCo without first consulting with one of our attorneys and receiving authorization to submit such information. Otherwise, the information provided will be deemed public due to its disclosure without confidentiality safeguards or provisions.

In this regard, and without prejudice to the preceding paragraphs, NotCo grants Users a non-exclusive, non-sublicensable, and non-transferable license to use the Site and its associated applications and their respective features, content, and other available functionalities. This use is subject to the remaining terms included in these Terms of Use, as well as any other applicable terms of use and governing regulations.

NotCo will not be liable for any loss or damage any Users suffer in connection with any use of the Sites for commercial or other purposes not authorized under these Terms of Use. NotCo may deny or terminate any User’s access to or use of the Sites. The provision of the Sites is free of charge and thus NotCo has no maintenance or support service obligation and is not liable for any loss or damage that any User may suffer as a result of a failure to maintain or update the Sites.

The acceptance of these conditions constitutes the granting of a revocable, non-transferable and non-exclusive license to view, print and distribute the content of the Sites for personal and non-commercial purposes provided that the User does not remove or obscure the copyright notice or any other notice contained in the content of the Sites.

The User may not access or use the Sites for any purpose other than authorized by these Terms of Use, including, without limitation, not engaging in any of the following without the prior written consent of NotCo:
Copy, modify or reuse the Sites, their updates or any part of them, including the software they incorporate.
Copy, reprint,modify, display, develop, translate, distribute, adapt, transmit, communicate to the general public by telecommunication means, disclose, or sell the content from the Sites in any manner, for any commercial use, or disclose same to any third party for commercial purposes, including to any other websites other than the Sites.
Accessing or using the Sites for any commercial purposes.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Use the Sites in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate NotCo, a NotCo employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of theSites, or which, as determined by us, may harm NotCo or users of the Sites, or expose them to liability.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Sites in breach of the Terms of Use, your right to use the Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Sites or any content on the Sites is transferred to you, and all rights not expressly granted are reserved by NotCo. Any use of the Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Additionally, the User agrees to not:

Use the Sites in any way that could damage, disable, overburden or impair the Sites, or interfere with any other use of the Sites including the ability of any user to engage in real-time activities through the web.
Use the Site and(or any content contained in it in a commercial manner.
Use any robot, spider or other automatic device, process or means to access this Site for any purpose, including scraping, data mining, monitoring or copying any material from this Site.
Use any manual process to monitor or copy any material from the Sites, or for any other unauthorized purpose without the prior written consent of NotCo.
Use any other device, software or routine to interfere with the proper working of the Sites.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Sites, the server on which the Sites are stored, or any server, computer, or database connected to the Sites.
Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack.Any other attempt to interfere with the proper working of the Sites.

Acceptance of these Terms of Use. Your access to or use of the Sites, directly or indirectly,and/or download of information from the Sites constitute your acceptance of theTerms of Use in whole. The User’s use of the Sites and any applications,software, data, products, contests, promotions, sweepstakes and other services provided to the User by NotCo on or through the Sites (the “Services”), shall be subject at all times to these Terms of Use.

Changes to the Sites. NotCo reserves the right to update, modify or remove, in part or in whole, with or without notice, any content or information posted on the Sites as it sees fit. This right applies to any content referring to availability or stock of products or services, specifications, price, or regarding the configuration and functionalities of the Sites or information on promotional activities. Likewise, NotCo may unilaterally modify, without prior notice, whenever it considers it appropriate, the structure and design of the Sites, as well as modify or eliminate the services, contents and conditions of access and/or use of the Sites.

Notwithstanding anything to the contrary above, the Sites’ content is not necessarily complete or up-to-date. Any of the material on the Sites may be out of date at any given time, and NotCo is under no obligation to update such material.

Eligibility and Access. The access to and use of the Sites by persons under the age of 18 shall be the responsibility of their respective parents or legal guardians. Such parents and legal guardians shall be responsible hereunder and under any applicable law for any consequences of the access and/or use of the Sites by the persons under the age of 18 under their respective parenting or guardianship.

NotCo may limit the access to certain parts of the Sites and/or specific Services to users aged 18 and over. In said case, NotCo shall clearly identify those parts of the Sites or those Services where access is limited together with the applicable terms of use. Notwithstanding the foregoing, NotCo may deny access to the Sites and/or the Services without prior notice to users who breach these Terms of Use or the particular terms and conditions applicable to them.

From time to time, NotCo may also restrict access to some parts of the Sites, or the entire Sites, to any Users in general, including registered Users. You are solely responsible for both making all arrangements necessary for you to have access to the Sites and ensuring that all persons who access the Sites through your internet connection are aware of these Terms of Use and comply with them.

Registration. To have access to certain functionalities of the Sites, the user may be asked to make a specific registration. In these cases, or if the user wishes to register, even if such registration is not mandatory, the user must complete their personal information in the corresponding fields. Personal information includes, by way of example, but not limited to, full name, identity document, date of birth, and contact information (phone number, home address, and email address).

When registering on the Sites, it is important that the user provides accurate, complete and updated information and agrees to update such information, as appropriate, to keep it as accurate as possible. The user must enter an email and create a personal and non-transferable password to log into the Sites. The username, password, and other pieces of information given to you as part of NotCo’s security procedures are confidential, and the user must take the necessary precautions and measures to avoid misuse by third parties; you must not disclose such information to any other person or entity, and you also acknowledge that your account is personal to you and agree not to provide any other person with access to the Sites or portions thereof using your username, password, or other security information. NotCo has the right to disable any username, password, or other identifier, whether chosen by you or provided by NotCo, at any time in NotCo’s sole discretion for any or no reason, including if, in NotCo’s opinion, you have violated any provision of these Terms of Use.

The user is solely responsible for the access and activities carried out on the Sites and must immediately inform NotCo in case of misuse or unauthorized access and use by third parties. In case of loss or theft of the access password, the user must immediately request the change of the password on the Sites. If said request is not possible for any reason, the user must contact NotCo, subject to remain responsible for all actions on the Sites made through the registration of said user.

The user’s registration on the Sites must contain only true information. Each user is responsible for acting with caution and discernment, being responsible for all activities carried out through the Sites.

Contact. If the User wishes to contact us through the Sites, NotCo will ask for the reason for such contact, personal information such as first and last name, e-mail address and country, as well as the drafting of a message explaining the reasons for the contact. As part of the contact process, NotCo may request a username and password. The User agrees to provide accurate and complete information when contacting and using the Sites and Services. The User authorizes NotCo to store and use his or her information for the purposes set forth in these Terms of Use in order to respond to the User’s requests when accessing the Sites.

Privacy. You agree that all information and data we collect on the Sites, including without limitation all information and data you provide to NotCo through our Sites(including without limitation through registration with the Sites) are subject to our Privacy Policy, available at https://tech.notco.com/. By using the Sites, you consent to all actions we take with respect to your information in compliance with the Privacy Policy.

Ownership and Use of the Sites’ Materials, Products and Services. NotCo owns the intellectual property rights for all of the materials on the Sites. NotCo also owns or has a valid right to use all trademarks, service marks, graphics and logos used on the Sites. Unless expressly stated, no part of the Sites may be copied,reproduced, republished, uploaded, posted, transmitted, or distributed in anyway, except that you may download one copy of the materials on any single computer for your personal, non-commercial use, provided you keep intact all copyright, trademark, and other proprietary notices on the materials. Any use,reproduction, republication, upload, posting, transmission, modification of the materials or use of the materials for any other purpose is a violation ofNotCo’s intellectual property rights and proprietary rights as well as theseTerms of Use. The use of any such material(s) on any other website or computer network without NotCo’s written consent is strictly prohibited. Your use of the trademarks, service marks, graphics and logos on the Sites in any manner other than as authorized in these Terms of Use, or as authorized in writing by NotCo,is strictly prohibited.

If you download software or other digital content, including apps, from the Sites (“Products”),the Products, and all files, images and data relating thereto, will be considered as licensed unexclusively to you by NotCo for personal,non-commercial use only and at all times subject to these Terms of Use andNotCo’s other rights, interests, and titles therein and thereto. The User agrees and acknowledges that it does not and will not own the downloaded Products and that NotCo does not transfer any ownership of the Products to you.NotCo retains full ownership of and title to the downloaded Products and all intellectual property rights related thereto. You may not redistribute, sell,decompile, reverse engineer, or disassemble the Products or otherwise reduce the Products to a human-readable form.

Consent. The User grants to NotCo all consents required under any applicable law, including without limitation pursuant to Law N° 19,628 on the Protection of Personal Data and any applicable U.S. federal or state laws, that may be required for NotCo or any of its Related Parties to process the Personal Information (as defined in the Privacy Policy) in accordance with these Terms of Use and our PrivacyPolicy, both available at https://tech.notco.com/.

Geographic Scope of the Sites. NotCo controls and operates the Sites from the United States of America. Unless otherwise specified on or by the Sites, the Sites are intended to promote only those NotCo products or services that are sold or provided by NotCo in the United States of America, and therefore NotCo makes no representation or warranty that materials and contents in the Sites or the products described thereby are appropriate or available for use in other locations. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States of America, you do so on your own initiative and are solely responsible for compliance with local laws.

Linking to the Sites. You may link to our homepage, provided you do so in a way that is fair, legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association,approval, or endorsement on our part without our express written consent. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Sites or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Sites other than the homepage.
Otherwise take any action with respect to the materials on the Sites that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Third Party Links.The Sites may contain links to Third Party Websites. These links are provided solely for the Users’ convenience. This includes links contained in advertisements, including banner advertisements and sponsored links. No information, material or content of third parties contained in, referenced by,included in, or linked to or from the Sites does not imply endorsement of the products, services or information of the third parties. Any information, data, opinions, recommendations, products or services provided by these third parties, whether through links to other websites or directly through their websites, are solely those of the third parties and not of NotCo. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third Party Websites linked to on the Sites, you do so entirely at your own risk and subject to the terms of use and privacy policies of those websites.

Exclusion of Warranties regarding the Use and Functioning of the Sites and Links visible in it. The material available on the Sites is provided as is, as available and without conditions or warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, User disclaims all conditions and warranties, express or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. NotCo makes no warranty that the Sites will meet your requirements, or that access to the Sites will be uninterrupted, timely, secure or error-free, or that defects, if any, will be corrected. NotCo does not warrant or make representations regarding the use or results of the use of the material on the Sites in terms of correctness, accuracy, reliability, or otherwise. The material on the Sites may include technical inaccuracies or typographical errors and may be inaccurate or become inaccurate as a result of developments after their respective dates. NotCo undertakes no obligation to verify or maintain the currency of such information.

Regarding the functioning of the Sites, NotCo makes no warranty that (i) the operation of the website will meet the User’s requirements; (ii) access to the Sites will be uninterrupted, timely, secure, free of viruses, worms, trojan horses or other harmful components, or free of defects or errors; (iii) the results that may be obtained from the use of the Sites will be accurate or reliable; or (iv) defects will be corrected. The User understands and agrees that any material and/or data downloaded or otherwise obtained through the Sites is used at your own risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

NotCo is not responsible in any way for those contents, commercial activities, products and services included that could be viewed through electronic links (links),directly or indirectly, through the Sites, especially those that could correspond to value-added content for the User, such as leisure, entertainment, curiosities, advice or others. The presence of links on the Sites, unless expressly stated otherwise, is merely for information purposes and in no case implies a suggestion, invitation or recommendation about them. These links do not represent any type of relationship between NotCo and the individuals or companies that own the websites that can be accessed through these links. NotCo reserves the right to unilaterally remove the links that appear on the Sites at any time.

Limitation of Liability. SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL NOTCO OR ANY OF ITS RELATED PARTIES, OR EACH OF ITS AND THEIR LICENSORS OR LICENSEES, BE LIABLE BEFORE THE USER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE, THAT MAY RESULT FROM (I) THE USE OF, OR THE INABILITY TO USE, THE SITES OR ANY MATERIAL ON THE SITES; (II) THE CONDUCT OF ANY OTHER USER OR THIRD PARTY OF THE SITES; (III) THE UNAUTHORIZED ACCESS TO OR AMENDMENT OF THE PERSONAL INFORMATION OF THE USER; (IV) AND ANY OTHER MATTER RELATED TO THE SITES. NOTCO SHALL NOT BE LIABLE EVEN IF NOTCO OR AN AUTHORIZED REPRESENTATIVE OF NOTCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE INCLUDE BUT ARE NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF NOTCO AND ITS RELATED PARTIES TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO NOTCO FOR THE APPLICABLE PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the Sites. In the event that applicable law may not allow the exclusion of certain warranties or the limitation or total exclusion of liability in which case the above limitation of liability shall be construed to the maximum extent permitted by law.

Indemnification. User hereby agrees to indemnify and hold NotCo and its Related Parties harmless from and against any and all claims, judgments, actions or proceedings of any kind and from any and all damages, awards, losses, fees, liabilities, costs and expenses, including reasonable legal fees, relating to or arising out of your use of the Sites, any use of the information and data you provide to us as permitted in these Terms of Use, and/or any breach or alleged breach of any of y

our warranties, representations or agreements hereunder.

Termination. The duration of the service of the Sites and of the services is indefinite.Notwithstanding the foregoing, NotCo may interrupt, suspend or terminate the provision of the service of the Sites or any of the services that comprise it at any time at NotCo’s sole discretion, with or without cause.

Changes to the Terms of Use. NotCo may, from time to time, change or revise these Terms of Use at its sole discretion by posting the latest version of these Terms of Use on the applicable Site(s) and indicating the date of application of such new version of the Terms of Use. The date of the “Last Update” set forth at the beginning of these Terms of Use shall indicate the effective date thereof. Your use of the Sites and your participation in the application process shall constitute your continuing agreement to the then-current Terms of Use.

Applicable Law and Jurisdiction. These Terms of Use, as well as the relation between User and NotCo, shall be governed by and construed in accordance with the laws of the State of New York, United States. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Sites (“Claims”) raised by you shall be instituted exclusively in the courts located in the borough and city of New York, United States. NotCo may bring any Claims against you in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Severability. If any provision of these Terms of Use shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from theseTerms of Use and shall not affect the validity and enforceability of any remaining provisions.

Waiver. No waiver by us of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition herein. No failure on the part of NotCo to enforce any part of these Terms of Use shall constitute a waiver of any of NotCo’s rights under these Terms of Use whether for past or future actions on the part of any person. Only a written waiver signed by a legal representative of NotCo will have legal effect.

Entire Agreement. The Terms of Use, our Privacy Policy and our Terms of Sales constitute the sole and entire agreement between you and NotCo regarding the Sites and supersede all prior and contemporaneous understandings, agreements,representations, and warranties, both written and oral, regarding the Sites.

If you have any questions or wish to contact NotCo, you may write to whynot@thenotcompany.com

NOTCO SOFTWARE TERMS AND CONDITIONS OF USE

Last Updated: July 3, 2025

ACCEPTANCE OF TERMS By accessing or using the software provided by TheNotCompany, Inc., (“NotCo”) through its web platform, you (the “User”) agree to be bound by these Terms and Conditions of Use (“T&C”). If you do not agree to these T&C, you must not use the software.

These Terms and Conditions (“Terms”) govern the access and use of the Software, as defined below, by users registered on our website. By using the Software or purchasing or receiving usage Credits, as defined below, you agree to be bound by these Terms.

Software and License Grant. Subject to these Terms and, where applicable, the availability of Credits, NotCo provides Users with access to the Software through its online platform. NotCo grants User, during and not beyond the Term, a non-exclusive, non-sublicensable, non-assignable, non-transferable limited right for User to access and use during and not beyond the Term, and for internal business purposes only, the “software as a service” applications provided by NotCo (including all modifications, enhancements and upgrades thereto made during the Term, the “Software”) solely for use of User’s Authorized Users. User is responsible for its Authorized Users and for any of its Authorized Users’ breach of these terms and conditions. Ownership of the Software and Documentation shall remain with NotCo and, except as specifically provided herein, User does not acquire any rights, express or implied, in the Software.
An “Authorized User” means User’s employees, agents, contractors, subcontractors or representatives authorized by User to use the Software under these Terms exclusively for User’s internal use.
Further, if applicable and if expressly agreed to by NotCo in written, NotCo agrees to grant to User a non-exclusive, non-sublicensable, non-transferable, non-assignable, limited right to use all software modifications developed by NotCo (the “Software Modifications”) during the Term. User is granted no title or rights of ownership in the Software Modifications. NotCo shall retain all right, title and interest in the Software, Software Modifications or the Documentation or any other intellectual property provided to User or any Authorized User in connection with the foregoing (the “NotCo IP”) and improvements thereto, other than those specified in these Terms. User does not acquire any right, express or implied, in the NotCo IP, other than those specified in these Terms.
License Grant by User. Subject to the terms and conditions of these Terms and during and not beyond the Term, User hereby grants to NotCo a limited, revocable, worldwide, non-transferable, royalty-free license, sub-licensable right to reproduce, translate, encode, publish, use and distribute information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or an Authorized User through the Software – other than the Aggregated Statistics - (the “User Content”) for the sole purpose of providing, and only to the extent necessary to provide, the Software to User and to fulfill NotCo’s obligations under these Terms, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the data and information related to User’s use of the Software that is used by NotCo in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software, and for the purpose of developing, improving, and training the Software (the “Aggregated Statistics”). NotCo acknowledges and agrees that, as between the parties, User owns all right, title and interest in and to the User Content, including all intellectual property rights therein. Notwithstanding the foregoing, User acknowledges and agrees that, due to the nature of NotCo’s business and the operation of the Software, NotCo may independently develop, generate, or receive from other sources content, data, or materials that are similar or identical to User Content (“Independent Content”). User agrees that such Independent Content shall remain the sole property of NotCo (or its licensors, as applicable) and shall constitute NotCo IP, provided that such Independent Content was not created using User Content in a manner that would constitute a breach of this Agreement.
Restrictions. Except as expressly authorized by NotCo, User agrees that User will not, directly or indirectly, and shall not permit its Authorized Users to: (a) access or use the NotCo IP beyond the scope of access set forth in these Terms or any applicable schedule hereto; (b) copy, modify, rent, lease, lend, sell, license, sublicense, assign, publish, transfer, create derivative works, distribute or otherwise make available the NotCo IP ; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software component of NotCo IP; (d) use or allow the use of the NotCo IP for rental or in the operation of a service bureau or time-sharing arrangement, hosting or ASP model; (e) remove or obscure any copyright, or proprietary rights notice on any copy of the NotCo IP; (f) permit any party to access and/or use NotCo IP other than by the number of individuals authorized to use to the Software; or (g) use the NotCo IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Additional Rights. Notwithstanding anything to the contrary, User and all Authorized Users shall have the rights granted under these Terms to:
Use the Software interfaced with any system that User now uses or may hereafter acquire, provided it complies with NotCo’s compatibility requirements.
Use the Software without regard to the method of access, such as through a web browser, mobile application, remote desktop or similar interface form on any compatible computing device, owned or operated by or on behalf of User or the Authorized User, provided it complies with NotCo’s compatibility requirements as updated by NotCo from time to time.
Use the Software for any legitimate internal business purpose in line with the Documentation so long as the User is otherwise compliant with these Terms.
Replace one Authorized User for another as often as necessary for User’s business purposes.
Third-Party Services and Availability.
Third-Party Services. User acknowledges and accepts that the Software may include integrations with third party applications, services or software (collectively, “Third-Party Services”), including but not limited to Google Cloud Platform (GCP), Auth0 and MongoDB. These Third-Party Services may be essential to the operation and availability of the Software; and NotCo does not own, control, or assume any responsibility for the Third-Party Services, including their content, functionality, performance or availability. All intellectual property rights and obligations related to the Third-Party Services remain with their respective owners. User acknowledges that its access to and use of any Third-Party Services could be subject to separate terms and conditions established by the respective third-party providers and NotCo has no control over such terms and conditions. If User does not agree to abide by the applicable terms for any such Third-Party Services, then User should not use the Software. The Software may also incorporate open-source components. Due to the dynamic and evolving nature of open-source libraries, NotCo does not provide a list of specific open-source components used. NotCo makes no warranties or representations regarding the use, performance, or compatibility of any such open-source software. User understands and acknowledges that such open-source software is not licensed to User under these Terms, and nothing in these Terms shall be construed to grant User any rights or licenses over such components.
Availability. While NotCo strives to maintain the Software in a stable and functional state, availability and performance are not guaranteed. From time to time, the Software may be unavailable due to scheduled maintenance, technical issues, or factors beyond NotCo’s control. NotCo does not offer service level credits or financial remedies for downtime, unless explicitly required by applicable law.
Fees and Payment.
Credits. Users may purchase credits via NotCo’s website (“Credits”). Pricing and available packages will be displayed prior to checkout. All payments are final unless otherwise required by law. Credits mean prepaid, non-refundable units of exchange that may be purchased by Customer and may be redeemed exclusively for access to Software functionalities as identified in each Software feature. The number of Credits required for each service or transaction may vary and is subject to change upon notice. Credits have no cash or monetary value, do not constitute legal tender, and are not redeemable or refundable for any sum of money, except as may be expressly required by applicable law. Unless otherwise agreed in writing, Credits are non-transferable, expire within the expiration term provided for each purchase (the “Credits Usage Period”), and any unused Credits at expiration or termination of such term will be forfeited without refund.
Taxes. All Fees and other amounts payable by User under these Terms are exclusive of taxes and similar assessments. User is responsible for all withholding, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on NotCo’s income.
Accepted Payment Methods. Credits may be purchased through the NotCo website using the Third-Party Services payment methods displayed at checkout, which may include credit cards, debit cards, bank transfers, or third-party payment processors (such as Stripe, PayPal, or others). All transactions are processed in a secure environment using industry-standard encryption and through authorized payment gateways. NotCo does not collect or store complete payment information such as credit card numbers, CVV codes, or banking credentials. Users are solely responsible for ensuring that their selected payment method is valid, authorized, and has sufficient funds at the time of purchase. Any applicable taxes or transaction fees charged by financial institutions or payment providers are the sole responsibility of the User. NotCo shall not be liable for delays, failures, or errors in payment processing caused by third-party platforms, banking institutions, or any interruption in internet connectivity. In case of a failed, reversed, or disputed transaction, NotCo reserves the right to suspend or cancel the issuance of corresponding Credits and to restrict access to the Software until the outstanding amount is settled. NotCo may update or restrict accepted payment methods at any time without prior notice, provided such changes are reflected at the time of checkout.
Documentation and Copies. NotCo hereby grants User a non-exclusive, royalty free, nontransferable, non-assignable, non-sublicensable right to use and make copies of user manuals, documentation, training materials and other guides included with the Software, together with any updates, additions, modifications, revisions, or enhancements thereto (collectively the “Documentation”), for internal use and as may be necessary for User to use the Software effectively and in accordance with these Terms. NotCo shall provide or make available electronically, within the Software, to User the Documentation. User shall not remove NotCo’s copyright notices and proprietary markings from the Documentation.
Suspension. NotCo may suspend the Software to User or any Authorized User or remove or disable any User Content in the Software, if NotCo reasonably and in good faith believes: (i) there is a violation of these Terms, (ii) there is a threat or attack to any of NotCo IP or a security risk to NotCo IP or any vendor or customer of NotCo, (iii) there is a violation of any applicable laws or regulations, (iv) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (v) any vendor of NotCo has suspended or terminated NotCo’s access to or use of any Third-Party Services or products required to enable User to access the Software, (vi) User does not pay the Credits or Fees when due; or (vii) to comply with any court order, or other governmental request or order which requires immediate action. In such events NotCo: (1) agrees to use commercially reasonable efforts to provide User with notice of any such suspension before its implementation, unless immediate suspension is necessary to comply with legal regulation, process or order, or to prevent imminent harm to the Software, NotCo IP or any third party, which in such case NotCo will notify User to the extent allowed by applicable law of such suspension, as soon as reasonably practicable thereafter; and (2) employ commercially reasonable efforts to promptly restore use of the Software to User as soon as reasonably possible after the event giving rise to the suspension has been resolved. NotCo will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any Authorized User may incur as a result of a service suspension.
Representations and Warranties.
NotCo warrants that during the Term, the Software shall operate in accordance with and conform to the specifications set forth in the Documentation in all material respects. THE FOREGOING WARRANTY DOES NOT APPLY, AND NOTCO STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY SERVICES.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 NOTCO IP IS PROVIDED “AS IS” AND NOTCO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOTCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, NOTCO MAKES NO WARRANTY OF ANY KIND THAT THE NOTCO IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification.
Indemnification by NotCo. NotCo shall indemnify, hold harmless, and defend User, the Authorized Users, its officers, directors, agents and employees, against all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any claim by a third party (“Third Party Claim”) against User alleging that the Software, Documentation, and/or Software Modifications provided under these Terms, infringe upon the intellectual property rights of a third party. Should any Claim subject to indemnity pursuant to this Section 8.1 be made against User, User agrees to provide NotCo with prompt written notice of the Claim and with all necessary information and assistance regarding such Claim, and allow NotCo to control the defense and authority to settle such Claim. NotCo will not be liable for any costs, damages, or fees paid by User on such Claim unless authorized in writing by NotCo.
Mitigation. Should the use of the Software or Documentation by User be enjoined, or in the event NotCo wishes to minimize its potential liability hereunder, NotCo may, at its option, either: (i) substitute fully equivalent non-infringing software and documentation; (ii) modify the infringing Software and Documentation so that it no longer infringes but remains functionally equivalent; or (iii) obtain for User, at NotCo’s expense, the right to continue use of such Software and Documentation. If NotCo determines that neither of the foregoing alternatives are reasonably possible, NotCo may suspend the Software, in its entirety or with respect to the affected component or part, effective immediately on written notice to User.
Exceptions. Nothing in this Section 8 shall be construed to obligate NotCo to the extent a Third Party Claim is caused by (i) the unauthorized use of the Software, Documentation, and/or Software Modifications by User or use of the Software, Documentation, and/or Software Modifications in combination with data, software, hardware, equipment, or technology not provided by NotCo or authorized by NotCo in writing; (ii) a modification to the Software, Documentation, and/or Software Modifications by or on behalf of User other than those made by or on behalf of NotCo hereunder; (iii) User’s use of the Software after it receives written notice from NotCo to cease use thereof since such use misappropriates the trade secret of a third party; (iv) User Content or any activity related to User Content ; or (v) the use of the Output or the Output itself; or (vi) any activity related to Third-Party Services, publicly available information or open source components.
Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND NOTCO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE NOTCO IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability. IN NO EVENT WILL NOTCO BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL NOTCO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NOTCO UNDER THESE TERMS IN THE TWO-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification by User. User shall indemnify, hold harmless, and, at NotCo’s option, defend NotCo from and against any Losses resulting from any Third-Party Claim that the User Content, or any use of the User Content or the Output, in accordance with these Terms, infringes or misappropriates third party’s intellectual property rights and any Third-Party Claims based on User’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the NotCo IP in a manner not authorized by these Terms; (iii) use of the NotCo IP in combination with data, software, hardware, equipment, or technology not provided by NotCo or authorized by NotCo in writing; or (iv) modifications to the NotCo IP not made by NotCo, provided that User may not settle any Third-Party Claim against NotCo unless NotCo consents to such settlement, and further provided that NotCo will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Confidential Information.
Definition. The term “Disclosing Party” shall mean the party disclosing Confidential Information, as defined below, to the other party. The term “Receiving Party” shall mean the party receiving Confidential Information from the Disclosing Party. As used in these Terms, the term “Confidential Information” shall mean any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of these Terms, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information. For the avoidance of doubt, all User Content shall, at all times, constitute the Confidential Information of User.
Obligations. Each party acknowledges it may have access to Confidential Information of the other party. The Receiving Party agrees to keep the Confidential Information of the Disclosing Party confidential and to take all reasonable precautions, at least to the same degree of care and precautions the Receiving Party would take to protect the confidential nature of its own information, not to disclose copy, distribute or otherwise disseminate the Confidential Information to any person other than Permitted Recipients (as defined below). The Receiving Party may disclose the Confidential Information only to those employees, agents, affiliates and subcontractors who have a legitimate business reason to have such access for purposes of performing its obligations under these Terms, and are subject to the requirement to abide by confidentiality and nonuse obligations substantially similar and in no case less constringent to these Terms’ non-disclosure obligations (the “Permitted Recipients”), provided, however, that as to Third Party Services, confidentiality and non-disclosure obligations shall be limited to the ones contained in such Third Party Services terms and conditions. Receiving Party agrees, at its sole expense, to take all reasonable measures from prohibited or unauthorized disclosure or use of the Confidential Information and shall be liable for any breach by Permitted Recipients.
Exclusions. The obligations of this Section shall not apply to information which (a) is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received from the Disclosing Party; (b) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof; (c) becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; (d) is independently developed by agents of the Receiving Party without using any Confidential Information; or (e) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.
Disclosures Required by Law. Nothing in these Terms shall obligate either party to refrain from disclosure of Confidential Information to the extent such disclosure is required by law. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation, arbitration or other proceedings, the Receiving Party shall use its reasonable efforts to give prior prompt notice of such disclosure to the Disclosing Party, and shall allow the Disclosing Party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the Disclosing Party’s behalf, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure. In any event, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required to be disclosed and will make reasonable efforts to obtain confidential treatment for that part of the Confidential Information being disclosed.
Expiration, Termination and Breach. Upon the expiration or earlier termination of these Terms, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or, with respect to copies, shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party’s control have been destroyed. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 9, the Disclosing Party shall be entitled to an injunction (without posting any bond therefor) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to Disclosing Party for such breach or threatened breach, including the recovery of damages. Notwithstanding the foregoing, the Receiving Party shall not be required to return to the Disclosing Party or destroy copies of Disclosing Party’s Confidential Information that (i) reside on the Receiving Party’s backup, disaster recovery or business continuity systems, or (ii) that the Receiving Party is obligated by applicable law and/or industry and/or governmental regulations to retain, which copies shall remain subject to the duty of confidentiality under this Section 9.
Data Security & Data Breaches.
Data Security. NotCo maintains internal security practices designed to protect the integrity, confidentiality, and availability of User Content. These practices are described in more detail in the Exhibit A - Security Annex, which forms part of these Terms for informational purposes. Such Annex reflects NotCo’s current practices but does not imply compliance with any certification or third-party standard, unless expressly stated.
Personal Data. In the event User Content contains Personal Data, then the terms and conditions of NotCo’s Privacy Policy shall apply, as made available at https://tech.notco.com/licenses.

“Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. Examples of Personal Data include, but are not limited to, name, email address, phone number, IP address, and unique identifiers including cookies and mobile ad identifiers. Where the only data at issue is fully aggregated, anonymized or otherwise de-identified such that it cannot reasonably identify, relate to, describe or be capable of being associated with, or be linked, directly or indirectly, to a particular individual, and appropriate steps are taken to ensure that such identification would not occur, it will not qualify as Personal Data.

Data Breach. If any security breach occurs affecting any User Content, NotCo shall as soon as reasonably practicable or as required by applicable laws notify User of such breach and reasonably cooperate and assist with User’s investigation, containment and mitigation efforts (at User’s cost).
Disaster Recovery. If a disaster occurs at and/or affects the facilities and interrupts the Service, NotCo shall take the measures commercially reasonable efforts to reestablish the Software availability.
User Responsibilities.
General. User is responsible and liable for all uses of the NotCo IP resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
Intellectual Property Ownership; Feedback.
NotCo IP. User acknowledges that, as between User and NotCo, NotCo owns all right, title, and interest, including all intellectual property rights, in and to the NotCo IP and, with respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services.
Feedback. If User or any of its employees sends or transmits any communications or materials to NotCo suggesting or recommending changes to the Software, including without limitation, new features, improvements or functionality relating thereto, or any comments, Software change recommendations, questions, suggestions, or the like (“Feedback”), NotCo is free to use such Feedback without any other obligation or limitation between the parties. User hereby assigns to NotCo on User’s behalf, and on behalf of its employees and/or agents, all right, title, and interest in, and NotCo is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although NotCo is not required to use any Feedback. To the extent that the intellectual property rights contained in the Feedback cannot automatically vest in NotCo’s assets, User undertakes, and shall cause its employees to undertake, at the sole request of NotCo, to execute all the actions and documentation necessary to formalize and materialize the assignment of the corresponding intellectual property rights contained in the Feedback and any other right, title or interest that User or its employees may have now or in the future in them, irrevocably, in perpetuity (or for the maximum period permitted by applicable law) and worldwide, and to make the corresponding registrations, within the term NotCo deems appropriate for these purposes. User undertakes to cooperate, and cause its employees to cooperate, with all the actions necessary for the due and timely assignment, as required. Pending the assignment indicated in the preceding paragraph, NotCo will enjoy a broad, worldwide, perpetual, irrevocable, exclusive and free license to carry out any type of exploitation, commercial and non-commercial, of the intellectual property rights contained in the Feedback without limitations, with the express power to sublicense, assign and carry out derivative works whose ownership shall belong exclusively to NotCo. User may not use such intellectual property rights without prior written authorization from NotCo..
Output. Subject to compliance with these Terms, NotCo assigns to you all rights, title, and interest in the output generated based on your User Content (“Output”), to the extent permitted by applicable law, provided that (i) User is the solely responsible for the use, accuracy, and legality of the User Content and Output; (ii) User acknowledges that Output may not be unique and that similar or identical Output may be provided to other users; (iii) User shall not use the Output in a manner that violates any applicable laws, infringes upon third-party intellectual property rights, or misrepresents factual information; and (iv) NotCo does not guarantee that content, material, or information created or partially created by the Software will be protected by copyright or any other property right under United States law or the law of any other jurisdiction and that it is unique, original or free from infringement of third-party intellectual property rights; (vi) NotCo does not guarantee that the Output will be fit for commercialization, manufacturing, distribution or sale in any jurisdiction; (vii) NotCo does not guarantee that the Output comply with any applicable laws, regulations or standards, including, but not limited to food safety, labeling, claims or packaging requirements applicable in the jurisdiction the User may operate or intends to operate, or that the Output will achieve specific commercial outcome that may be expected by User. The assignment of Output does not extend to any portions of Output that incorporate third-party content, publicly available data, or material subject to existing intellectual property rights. If Output contains copyrighted, trademarked, or proprietary content from third parties, User is responsible for obtaining necessary permissions before using or distributing such content. The Service generates Output based on probabilistic AI models and does not guarantee accuracy, suitability, legality, reliability, or factual correctness. NotCo shall not be liable for any damages, losses, or claims resulting from reliance on or use of the Output. User acknowledges that Output may contain errors and misstatements and may be incomplete or inaccurate. Before leveraging any Outputs, which are provided “AS IS”, customer and its Authorized Users are responsible for making their own determination that the Output is suitable, and User is solely responsible for any reliance of the accuracy, completeness or usefulness of any Output.
Severability. In the event any provision of these Terms shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to negotiate in good faith replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.
Assignment. User may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of NotCo. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. NotCo may assign these Terms or any of its rights or obligations under these Terms, without the other party’s prior written consent; provided however that NotCo may assign or transfer these Terms or such rights and obligations hereunder without such consent to its parent, subsidiary or affiliate or to a third party acquiring substantially all of its assets.
Reservation of Rights. NotCo reserves all rights not expressly granted to User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the NotCo IP.
Term and Termination.
Term. These Terms shall remain in effect for the Credit Usage Period (the “Term”).
NotCo may suspend or terminate access to the Software, without prior notice, in case of: (a) any violation of these Terms by the User; (b) exhaustion of Credits; (c) failure to comply with payment obligations related to Credits; (d) legal or regulatory requirements that necessitate suspension; (e) discontinuation of the Software or related services by NotCo.
Upon termination, the User must cease all use of the Software, and any unused Credits shall be forfeited, unless otherwise required by applicable law.
These Terms do not require a defined term of service and may be updated or modified at any time by NotCo.
No expiration or termination will affect User’s obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund.
Survival. This Section 16 and 8 (Indemnification), 9 (Confidentiality), 12 (Intellectual Property; Feedback); 14 (Assignment), 16.3 (Obligations upon Termination), 17 (Governing Law), survive any termination or expiration of these Terms.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without reference to conflicts of laws principles. Any disputes, controversy, or claim arising out of or relating to this Terms, including their formation, interpretation, performance, or termination, must be brought in the U.S. District Court for the Southern District of New York, unless that court does not have jurisdiction, in which case it may be brought in the New York Supreme Court for the County of New York (except that injunctions may be sought in any appropriate jurisdiction to prevent actual or potential violations of these Terms). USER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Changes to Software or Terms; Modification. NotCo reserves the right to modify, update, or discontinue any aspect of the Software, including but not limited to features, functionalities, service plans, the Credit system, and these Terms and Conditions at any time, at its sole discretion. Any changes to these Terms will be effective upon posting the updated version on NotCo’s website or within the Software interface, unless otherwise required by applicable law. When material changes are made, NotCo will provide reasonable advance notice through the Platform, via email, or other appropriate communication channels. It is the User’s responsibility to review these Terms periodically. Continued use of the Software after changes have been posted or communicated will constitute the User’s acceptance of the updated Terms. If the User does not agree to the modified Terms, they must cease using the Software and, where applicable, may contact NotCo for resolution of any unused Credit balance, in accordance with NotCo’s refund or expiration policies at the time. NotCo also reserves the right to modify the pricing structure, validity period, or method of acquisition and redemption of Credits, provided that such modifications will not affect Credits already granted or purchased unless expressly indicated and subject to reasonable notice. No modification, amendment, or waiver of any provision of these Terms by the User will be binding on NotCo unless it is made in writing and signed by an authorized representative of NotCo.
Anti-Bribery. Each Party covenants and agrees that in performing its obligations under these Terms, in carrying out the transactions under these Terms and in obtaining any governmental approvals required in connection with these Terms, none of each Party and its officers, directors, employees and agents will offer, pay, promise or authorize payment of anything of value to any government official, political party or political candidate, in violation of any anti-bribery or anti-corruption laws, or take any other action that would violate any anti-bribery or anti-corruption laws binding on such person or in effect in any jurisdiction in which such action is taken.
Privacy. Use of the Software is subject to NotCo’s Privacy Policy available at: https://tech.notco.com/licenses.
No Agency. Nothing in these Terms shall be deemed or construed to create, or have been intended to create, a partnership, joint venture, fiduciary, franchise, employment or agency relationship between the parties hereto.
Publicity and Use of Name. Unless otherwise agreed in writing, Users may not issue press releases, make public statements, or engage in any general marketing activities referring to their use of the Software or their relationship with NotCo without prior written authorization. NotCo may list Users as part of its general client base for promotional purposes and may display their name or logo in presentations, case studies, or website listings, unless the User expressly opts out by written request.
Review and Interpretation. These Terms and Conditions are intended to be clear and understandable to all Users. No presumption or rule of interpretation shall be applied against NotCo as the drafter of these Terms. Section headings are provided for convenience only and do not affect the meaning of the provisions. This Software is intended solely for use by businesses and organizations. By entering into this Agreement, you represent and warrant that you are obtaining access to the Service for business purposes only.
Export Regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the NotCo IP or any User Data outside the US.

Exhibit A - Security Annex

Definitions

“AI System” means a software-based system that can generate outputs such as predictions, recommendations, or decisions, based on input data, and may operate with varying levels of autonomy to assist or influence real or virtual environments.

“Industry Recognized Framework” means an information security framework or standard commonly accepted in the technology industry, such as ISO/IEC 27001, SOC 2 Type II, or the NIST Cybersecurity Framework. References to such frameworks in these Terms are for alignment purposes only and do not imply certification or formal compliance, unless expressly stated.

“Secure Area” means any physical location where User Content is stored or processed, and to which access is restricted by the infrastructure provider or by NotCo, including secure environments managed by third-party cloud providers such as Google Cloud Platform.

1. Organizational Controls

1.1. Purpose, Scope, and Evolution

1.1.1. NotCo implements and maintains reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of User Content and the systems used to deliver the Software.

1.1.2. These security practices may evolve over time due to technological improvements or operational adjustments. Any such changes will not materially reduce the level of protection offered to User Content.

1.1.3. NotCo may update its security practices from time to time. General descriptions of the applicable security measures may be made available upon request, at NotCo’s sole discretion and subject to confidentiality considerations.

1.2. Information Security Program

NotCo maintains an internal information security program consisting of policies, procedures, and technical and organizational safeguards designed to protect its systems and the User Content processed through the Software (the “Security Program”).

This Security Program is informed by principles derived from industry-recognized frameworks such as ISO/IEC 27001, SOC 2, and the NIST Cybersecurity Framework, but NotCo does not represent or warrant formal certification or compliance unless expressly stated.

The Security Program is proportionate to the nature of the Software, the types of data processed, and NotCo’s operational context. NotCo may, at its discretion, share high-level information about its Security Program upon written request and subject to confidentiality considerations.

1.3. Access Controls, Identification and Authentication

NotCo implements access control procedures and authentication mechanisms designed to restrict access to production systems and protect User Content from unauthorized access. These include measures to ensure that only authorized personnel can access the environments where the Software operates.

Access rights are granted based on the principle of least privilege and are periodically reviewed. Privileged accounts may require additional authentication measures.

Authentication for users of the Software is handled via trusted third-party providers such as Auth0, using protocols like OAuth or OpenID Connect. NotCo does not implement customized single sign-on or multi-factor authentication unless separately agreed.

NotCo may implement additional security features—such as session timeouts or multi-factor authentication—where technically feasible and aligned with the nature of the Software. These features may be updated from time to time based on operational needs and evolving best practices.

1.4. Business Continuity Management Program

NotCo maintains internal business continuity and disaster recovery procedures intended to support the continued operation of the Software and restoration of service in the event of unexpected interruptions.

These procedures are designed to mitigate the risk of significant disruptions and may include infrastructure redundancy, backup mechanisms, and recovery protocols offered through third-party providers such as Google Cloud Platform.

NotCo may update or test these procedures periodically. While reasonable efforts are made to ensure continuity of service, NotCo does not guarantee uninterrupted access or full restoration of all functionalities in every scenario.

In the event of a disruption or data incident attributable to NotCo, NotCo will make reasonable efforts to restore access and recover affected data, in accordance with its internal recovery procedures. User acknowledges that NotCo is not responsible for data loss or errors caused by third-party services, infrastructure providers, or events beyond its reasonable control.

1.5. Information Security Incident Response

1.5.1. NotCo maintains internal incident response procedures designed to detect, contain, and mitigate potential security incidents that may affect the confidentiality, integrity, or availability of User Content or the Software. In the event of a confirmed security breach involving unauthorized access to User Content, NotCo will notify affected users as soon as reasonably practicable and in accordance with applicable laws. The notification may include general information on the nature of the incident and any remediation steps taken. NotCo will investigate such incidents using its internal resources and may engage third-party service providers if needed. Any remediation efforts will be implemented based on NotCo’s assessment of the incident and in line with its internal policies and operational capabilities. NotCo does not commit to specific reporting formats, forensic reports, legal analyses, or timelines, unless required by applicable law.

1.5.2. NotCo may periodically review and test its internal incident response procedures as part of its broader security program and in accordance with its operational needs. These activities are intended to help ensure the continued effectiveness of NotCo’s ability to detect and respond to security incidents. NotCo does not commit to any specific testing frequency, methodology, or reporting obligations under these Terms, but may disclose general information about its security testing practices upon reasonable request and subject to confidentiality considerations.

2. Technological Controls

2.1. Encryption and Data Protection

NotCo uses encryption protocols and industry-standard practices to help protect User Content from unauthorized access. Data in transit is encrypted using secure communication protocols such as HTTPS/TLS. Data at rest is encrypted in accordance with standards provided by NotCo’s infrastructure partners, including Google Cloud Platform.

2.2. Monitoring and Threat Detection

NotCo monitors its systems for unauthorized access, anomalous behavior, and other potential security threats using tools and services consistent with industry practices. These include intrusion detection mechanisms, access logging, and alerting systems.

2.3. Logical Separation

2.3. Logical SeparationUser Content is stored in logically segregated environments using cloud infrastructure configurations designed to prevent unauthorized access between users. NotCo does not implement virtual private cloud (VPC) segmentation or dedicated network isolation for this Software.

2.4. Logging and Audit Trails

NotCo maintains access logs and system logs to monitor and analyze platform activity. Logs are used for troubleshooting, security incident detection, and service monitoring purposes. Passwords and other sensitive credentials are excluded from logging.

2.5. Malware Protection

NotCo applies protective measures against malicious code using commercially reasonable antivirus and anti-malware tools, and cloud-based protection layers. Uploaded files may be scanned automatically for malicious behavior or known signatures.

2.6. Backup and Recovery

User Content is backed up as part of NotCo’s infrastructure provider configurations. Backup and recovery procedures are designed to allow restoration in case of service disruption, in accordance with NotCo’s operational practices and infrastructure capabilities.

2.7. Security Testing and Vulnerability Management

NotCo performs periodic internal security assessments and applies software updates and patches as necessary. Security issues are prioritized and addressed based on severity and risk. External penetration testing may be conducted from time to time, at NotCo’s discretion.

2.8. Security Assessments and Audits

Where Concept Quant incorporates AI-based components, NotCo implements internal safeguards aligned with recognized industry principles for AI system security. These include measures intended to ensure the confidentiality and availability of data processed through the system. NotCo does not guarantee adherence to any particular certification standard unless explicitly stated.

3. Physical Controls

3.1. Physical Security

The Software operates on cloud infrastructure provided by third-party service providers such as Google Cloud Platform. These providers are responsible for implementing physical security measures at the data centers where User Content is stored or processed.

Such physical security measures may include access restrictions, environmental controls, surveillance systems, and other protections designed to prevent unauthorized physical access to infrastructure and ensure data resilience.

NotCo does not operate physical data centers for the provision of this Software and relies on the physical security standards of its infrastructure providers, which are expected to comply with industry practices and applicable regulations.

3.2. Media Disposal

NotCo and its infrastructure providers implement data disposal procedures in accordance with industry standards to ensure that retired media containing User Content is securely deleted or destroyed.

4. People Controls

4.1. Awareness

NotCo ensures that its personnel involved in the operation and maintenance of the Software are aware of relevant internal policies and procedures, including those related to data security and privacy.

4.2. Training

NotCo provides periodic security awareness training to its personnel, covering topics such as information security, data protection, and business continuity, as appropriate to their role and responsibilities.

THE NOTCOMPANY, INC.

NOTCO SOFTWARE TERMS AND CONDITIONS OF USE

Submission Successful

Join the 2025 Beta Group

Book a demo