Terms of service

Updated October 26, 2026

These Terms of Service (hereafter “Terms”) are made by and between Noci AI, Inc., a company incorporated under the laws of the State of Delaware, having its registered office at 1000 N. West St., Ste. 1400, Wilmington, DE 19801, USA, or any of its Affiliates (“Noci”), and the entity entering into an Order referencing this Agreement (“Customer”). These Terms govern Customer’s use of Noci’s service(s) as made available from time to time and further defined below, or any person or entity accessing or using the Website. The term “Order” shall mean any written quote, order, or other ordering document acceptable to, acknowledged or executed in writing by Noci and Customer, either online or offline, including any subscription plan purchased by Customer through Noci’s Website (these Terms collectively with an applicable Order, hereafter the “Agreement”). For the purpose of these Terms “Affiliate” is defined to mean any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, PLEASE DO NOT ACCESS OR USE THE SERVICE; BY ACCEPTING THESE TERMS OR ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THE AGREEMENT ON BEHALF OF THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, AND YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU ACCESS THE SERVICE AS A PERSONNEL INVITED OR PROVISIONED BY CUSTOMER (AN “AUTHORIZED USER”), YOU REPRESENT THAT YOU ARE AUTHORIZED BY CUSTOMER TO ACCESS AND USE THE SERVICE ON ITS BEHALF, AND YOUR USE SHALL BE SUBJECT TO THESE TERMS.

1. Services.

1.1 Services made available by Noci from time to time through the Noci software-as-a-service platform, and any related services provided by Noci to Customer, as detailed in an applicable Order, together with Noci’s website available at https://noci.ai and its subdomains (the “Website”), shall be referred to hereafter as the “Services”. Unless otherwise explicitly indicated in an Order, the term Services also includes all software, revisions, fixes, improvements and/or updates thereto, as well as the user manuals and documentation provided to Customer in connection with the operation of the Services (the “Documentation”).

1.2 Subject to these Terms and Customer’s payment of all applicable Fees, Noci hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right, during the Term, to access and use the Services, solely for Customer’s internal business purposes and within the scope set forth in the applicable Order.

1.3 Customer may request an increase of the Services scope, including via Noci’s Website through a subscription upgrade. If Noci approves a requested scope increase per a mutually executed Order, or upon Customer’s online upgrade confirmation (which shall constitute an Order), the increased scope shall be implemented.

1.4 AI Tools. Customer acknowledges and agrees that, in providing the Services, Noci utilizes Artificial Intelligence (AI) and Machine Learning (ML) technologies, including those developed and maintained by third-party providers (“AI Tools”). While Noci endeavors to ensure the accuracy, reliability, and security of these AI Tools, the outcomes and insights generated by AI Tools may be influenced by inherent model constraints, biases, and other factors, and may be inaccurate or incomplete, including where based on data provided by Customer or made available through Connected Tools (as defined below). Without limiting the generality of the foregoing, the AI Tools may provide recommendations or suggestions for the prevention or remediation of incidents, including alert triage, correlation and suppression and working theories. The AI Tools may also include an AI voice agent that may contact Customer’s personnel, including on-call personnel, in connection with incidents, and AI agents that may perform actions within Customer’s systems and Connected Tools, such as escalating incidents, paging personnel, muting alerts or executing rollbacks, in accordance with the workflows, permissions and approval settings configured by Customer, and any such action shall be deemed taken on Customer’s behalf. Customer is solely responsible for determining the scope of any such actions, including: (a) the access level and permissions Customer grants to each Connected Tool (including whether such access is read-only or also permits actions to be performed through it); (b) the actions enabled in each workflow step; and (c) whether each workflow step requires the approval of an Authorized User prior to execution. Customer is further responsible for ensuring that each Authorized User’s permissions are appropriately configured and that such permissions do not exceed the scope of authority Customer intends to grant. Customer’s decision to use the AI Tools, including to permit an AI agent to act without the prior approval of an Authorized User, is made at Customer’s sole discretion and risk, and Customer shall maintain appropriate human oversight of the implementation and oversight of AI Tools and their output. Noci does not warrant or guarantee that the AI Tools or their outputs will be available, uninterrupted or error-free.

1.5 Trial Subscription. Noci may make the Services (or any part thereof), including any beta features, available to Customer for the purpose of evaluating the Services, free of charge or for reduced Fees (“Trial Subscription”). The term of the Trial Subscription shall commence upon Customer’s first access to the Services and continue until the earlier of: (a) the end of the Trial Subscription period set forth in the applicable Order or as otherwise agreed by the parties; (b) the start date of any paid subscription to the Services purchased by Customer pursuant to an Order; or (c) termination of the Trial Subscription by Noci for any reason, by notice to Customer with immediate effect. The Trial Subscription is provided “as is” for limited evaluation and testing purposes only, and Noci does not warrant that the Trial Subscription will operate without error or interruption. Noci specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, non-infringement, title, quality, accuracy and fitness for a particular purpose. Unless otherwise expressly agreed in writing by Noci, any support or other commitments and any indemnities of Noci under these Terms shall not apply to a Trial Subscription, and Noci shall have no liability whatsoever in connection with a Trial Subscription.

2. Hosting and Availability. The Services are provided by Noci using one or more reputable third-party hosting and cloud infrastructure providers (each, a “Hosting Provider”). The availability of the Services is dependent, in part, on the uptime and availability of the Hosting Provider’s infrastructure. The delivery of notifications, pages and calls also depends on third-party telecommunications providers and on Customer’s systems, devices and contact information, all of which are outside Noci’s control.

3. Intellectual Property Rights. Noci is the sole and exclusive owner of all rights, title and interest, including all intellectual property rights, in and to the Services and all parts and components thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the “Noci Technology”). For the avoidance of doubt, nothing in this Section 3 affects the Customer’s rights in the Customer Data (as defined below), all of which are retained by the Customer.

4. Feedback. Customer may provide Noci feedback, suggestions, requests for enhancements, recommendations, corrections, or information regarding the Services (including without limitation the Services operation, performance, design of functionality) (collectively “Feedback”). Customer hereby grants Noci a royalty-free, worldwide, irrevocable, perpetual, unlimited license to use such Feedback in connection with the Noci Services. Noci shall ensure that its use of any Feedback does not identify the Customer and does not include or disclose Customer Data.

5. Use Restrictions and Acceptable Use.

5.1 Use Restrictions. Customer shall not, and shall not permit any third party to: (i) use the Services in excess of, or outside the scope of, the metrics, entitlements, or other limitations expressly set forth in the applicable Order and the applicable Documentation; (ii) resell, sublicense, distribute, or otherwise make the Services available to any third party, except as expressly permitted under an applicable Order; (iii) reverse engineer, decompile, disassemble, or create derivative works of the Services or the Noci Technology, except to the extent expressly permitted by applicable law; (iv) remove, obscure, or alter any proprietary notices, or challenge Noci’s intellectual property rights; or (v) use the Services for the purpose of developing, benchmarking, or providing competing products or services.

5.2 Acceptable Use. Customer shall use the Services in accordance with the applicable Documentation, in a reasonable and good-faith manner, and in compliance with this Agreement, and shall not: (i) interfere with or disrupt the security, integrity, or availability of the Services or Noci’s infrastructure; (ii) attempt to gain unauthorized access to the Services, APIs, accounts, data, or underlying systems; or (iii) transmit, store, or process malware, malicious code, or harmful content through the Services.

6. Customer Data and Usability Data.

6.1 Any content, information or data provided or made accessible by Customer to Noci or otherwise collected by Noci in the course of or in connection with the provision of the Services and/or Customer’s use thereof (collectively and including any Customer Personal Data (as defined below), “Customer Data”) is and remains (as between the parties) the property of Customer. As between Noci and Customer, Customer retains all rights, title and interest in and to Customer Data and owns all outputs generated from Customer Data. Customer shall be responsible for the Customer Data as it was provided, transmitted, or made available by, or obtained from Customer, including with respect to the Customer Data accuracy, completeness, truthfulness, errors and omissions and/or infringement of intellectual property of any third party. Customer may connect third-party products and services to the Services (the “Connected Tools”), and, to the extent Customer connects any Connected Tools, agrees to provide the required credentials, permissions, and access rights to such Connected Tools as are required to perform the Services, and shall be responsible for obtaining any necessary third-party approvals. As further described in Section 1.4, Customer determines, at its sole discretion, the level of access granted to each Connected Tool, and may modify or revoke such access at any time. Connected Tools may also include Customer’s own Model Context Protocol (MCP) servers or other tools that Customer makes available to the AI Tools. Noci disclaims all liability related to any Connected Tool and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of any Connected Tool.

6.2 Noci represents that it shall: (i) use and process Customer Data, in compliance with applicable data protection and privacy laws; (ii) not use Customer Data or AI outputs to train, retrain, fine-tune, or improve any general-purpose or third-party artificial intelligence or machine learning models; and (iii) implement appropriate technical and organizational measures to protect Customer Data and to maintain logical separation between Customer Data and other customers’ data. Notwithstanding the foregoing, Noci may use Customer Data and AI outputs solely to the limited extent reasonably necessary for providing, maintaining, supporting and securing the Services, and for improving the Services as provided to Customer.

6.3 Customer acknowledges and agrees that Noci may collect and process information regarding the configuration, performance, security, access to and use of the Services by Customer (“Usability Data”) for its internal business purposes including to develop, improve, support, secure and operate services and to fulfill legal obligations. Usability Data shall be aggregated and/or anonymized and shall not include or disclose Customer Data or any content submitted to the Services by or on behalf of Customer.

7. Data Security and Privacy. The parties hereby acknowledge and agree that to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by the Customer to Noci in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including data protection laws, and Customer shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to transfer such Customer Personal Data to Noci for the purposes of performance of these Terms, (ii) Noci shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with these Terms, and (iii) to the extent necessary under applicable law, the parties shall enter into a Data Processing Addendum which shall govern the collection and processing of any such Customer Personal Data.

8. Customer’s Representations and Warranties. Customer represents, warrants, and undertakes that throughout the Term: (i) Customer has obtained and will maintain all rights, licenses, consents, and authorizations necessary to provide Customer Data to Noci and to permit its processing in accordance with these Terms and applicable law; (ii) Customer Data, and Noci’s use thereof as contemplated under these Terms, does not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other rights of any third party; (iii) Customer will use the Services in compliance with applicable laws and regulations; (iv) Customer is solely responsible for its systems, configurations, and technical environment used in connection with the Services; and (v) Customer has provided all notices to, and obtained all consents from, its personnel and other individuals (including as required with respect to Customer Personal Data, if any) as required under applicable law in connection with Customer’s use of the Services.

9. Noci Representations and Warranties. Noci hereby warrants and represents that, to its knowledge: (i) the Service, used in accordance with these Terms, does not infringe any third party’s intellectual property rights; (ii) in the provision of the Services Noci is not in breach of any third-party licenses, permits, and authorizations required for the provision of the Services hereunder; (iii) the Service does not contain any viruses, worms, trojan horses, or other harmful or destructive code; and (iv) Noci complies with all applicable laws in its performance of this Agreement.

10. Pricing, Payment and Taxes.

10.1 Pricing, Fees and Payment Terms. In consideration for the Services, the Customer shall pay Noci non-cancellable and non-refundable fees, all in accordance with these Terms and the applicable Order (the “Fees”). Unless otherwise stated in an Order, pricing for the Services shall be based on the subscription plan selected by Customer. Unless otherwise expressly stated in the applicable Order, subscription Fees shall be invoiced (or charged to Customer’s payment method on file) and payable in advance, on a monthly or annual basis according to the billing period selected by Customer, and all amounts shall be paid in USD. Use of AI Credits (being the units used to measure Customer’s consumption of AI-powered features of the Services, “AI Credits”) in excess of the allowance included in the applicable Order or subscription plan (“Excess Usage”) shall be charged at the overage rate set forth in the applicable Order or subscription plan (or, if none, in accordance with Noci’s then-current price list), and invoiced, or charged, in arrears as follows: (i) monthly for self-serve subscription plans, or (ii) as set forth in the applicable Order (collectively the “Overage Fees”). Invoiced Overage Fees shall be paid within thirty (30) days from the invoice date. Customer may set a spending limit on Excess Usage through the Services. Once such spending limit, or any cap on Excess Usage set forth in the applicable Order, or subscription plan, is reached, features of the Services that consume AI Credits may be paused, until Customer increases the limit or purchases additional AI Credits, and any such pause shall not constitute a breach of this Agreement by Noci. Noci shall not restrict Customer’s use of the Services, or charge additional Fees, on account of the number of Authorized Users exceeding the limit of the applicable subscription plan, unless Customer upgrades its plan through the Services or the parties execute a new Order.

10.2 Payment Disputes and Late Payments. The Customer may dispute an invoice within ten (10) days of receipt by providing written notice to Noci stating the good-faith basis for the dispute. Undisputed amounts shall be paid when due. Late payments shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law). If the Customer fails to pay any undisputed Fees (including Overage Fees) when due and does not cure such failure within ten (10) days after receipt of prior written notice from Noci, , Noci may restrict or suspend the Customer’s access to the Services, in whole or in part, until such amounts are paid.

10.3 Taxes. All amounts payable under this Agreement are exclusive of any taxes (including, without limitation, sales tax, VAT, and similar taxes to the extent applicable). To the extent required under applicable law, Noci will be entitled to add any such applicable taxes, as a separate item in the applicable invoice, and any such taxes shall be borne by the Customer. Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in performance of this Agreement.

11. Limited Warranties.

Noci represents and warrants that the Services shall substantially perform in accordance with the Documentation. In the event of non-compliance, Noci shall use commercially reasonable efforts to adjust the Services to substantially perform in conformance with the Documentation, and such adjustment or repair shall constitute Noci’s sole liability for breach of this warranty and the Customer’s sole and exclusive remedy therewith. The warranty set forth above shall not apply if the failure of the Services results from or is otherwise attributable to Customer’s acts or omissions in violation of the Terms. Notwithstanding anything to the contrary stated herein, Noci shall not be liable for any delay and/or unavailability of the Services, caused due to problems caused by modifications or customizations to Noci Services made by the Customer, its Authorized Users or any other third party acting on Customer’s behalf, or events beyond Noci’s reasonable control. In addition, Noci does not warrant the accuracy, completeness, reliability, or suitability of any AI-generated output, nor any decisions, actions, or outcomes based on reliance on such output.

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY NOCI IN THIS AGREEMENT, THE SERVICE(S) ARE PROVIDED AND MADE AVAILABLE (INCLUDING ANY OUTPUT, REPORT, SUGGESTIONS, RECOMMENDATION OR ANALYSIS GENERATED, LEARNED, OR MADE AVAILABLE THEREBY, INCLUDING THROUGH ANY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING FEATURES) ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. ANY SUCH OUTPUT MAY BE INACCURATE, INCOMPLETE OR MISLEADING AND IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ALL DECISIONS, ACTIONS OR OMISSIONS TAKEN IN RELIANCE THEREON. NOCI DOES NOT WARRANT THAT THE SERVICE WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

12. LIMITATION OF LIABILITY.

(A) TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR A PARTY’S LIABILITY RESULTING FROM EVENT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD NEITHER PARTY OR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, OR DATA.

(B) THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO NOCI UNDER THE APPLICABLE ORDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

THE FOREGOING LIMITATION UNDER PARAGRAPH (B) SHALL NOT APPLY TO (I) EITHER PARTY’S LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 BELOW; (II) CUSTOMER’S LIABILITY IN THE EVENT OF BREACH OF SECTION 5 (“USE RESTRICTIONS AND ACCEPTABLE USE”); (III) CUSTOMER’S PAYMENT OBLIGATIONS FOR SERVICES RENDERED; AND (IV) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD IN RELATION TO THIS AGREEMENT.

13. Indemnifications.

13.1 Noci Indemnification. Noci agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Services when used as permitted under these Terms and each respective Order, infringe the intellectual property rights of a third party (“IP Infringement Claim”), and Noci will indemnify and hold harmless the Customer for any actual damages awarded in a final judgment against the Customer or settled in a settlement approved in writing by Noci, that are attributable to such IP Infringement Claim. If the Services become, or in Noci’s opinion are likely to become, the subject of an IP Infringement Claim, then Noci may, at its sole discretion: (a) procure for the Customer the right to continue using the Services; (b) replace or modify the Services to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Noci’s reasonable efforts, then Noci or Customer may terminate all affected Orders and Noci shall provide a pro-rata refund for any amount pre-paid by Customer for the remaining unused period of the Term. Notwithstanding the foregoing, Noci shall have no responsibility for IP Infringement Claims to the extent resulting from or related to: (i) Customer Data; (ii) modifications to the Services made by a party other than Noci or its designee; (iii) the Customer’s failure to implement software updates provided by Noci; (iv) combination or use of the Services with any software not supplied by Noci or not in accordance with the Documentation; or (v) any output, report, analysis, recommendation or other content generated, learned or produced by the AI Tools.

13.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Noci from and against any third-party claim alleging that the Customer Data infringes or misappropriates such third party’s intellectual property rights, provided that Noci promptly notifies Customer of the claim and provides reasonable cooperation in the defense. Customer shall control the defense and settlement of the claim, provided that no settlement may impose obligations on Noci beyond monetary payments, admit liability on its behalf, or affect its intellectual property or operations without Noci’s prior written consent. Customer’s indemnification obligations shall not apply to the extent the claim results from Noci’s use of Customer Data in violation of this Agreement.

13.3 Either party’s indemnification obligations are conditional on the indemnified party (i) promptly notifying the indemnifying party in writing of such claim; (ii) allowing the indemnifying party to have the sole and exclusive authority to assume all management, handling and defense or settlement of any such claim underlying the indemnity cause; and (iii) providing the indemnifying party with all reasonable information and assistance with respect to handling and managing the claim underlying the claimed indemnity liability, at the indemnifying party’s expense. The indemnified party will not enter into any settlement in connection with the matter underlying the indemnification claim without the indemnifying party’s prior written consent.

14. Confidential Information. Each party acknowledges that it may have access to certain confidential information of the other party (“Confidential Information”). Confidential Information will include all information in any form that under the circumstances of its disclosure, should reasonably be considered confidential, including but not limited to trade secrets. Each party agrees that it will not use Confidential Information of the other party in any way, except as expressly required for the purposes of this Agreement, nor will it disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary on a need-to-know basis) any of the other party’s Confidential Information and it will take reasonable precautions to protect the confidentiality of such information. Confidential Information shall not include any information that (i) is publicly known, (ii) was in the prior possession of a party and obtained through lawful means, (iii) was disclosed to a party by a third party without breaching any duty of confidentiality and (iv) was independently developed without using Confidential Information.

15. Term and Termination.

15.1 Term. The Agreement shall become effective on the earlier of (i) the mutual execution by Customer and Noci of an Order; or (ii) the subscription date set forth in the Order, and unless earlier terminated in accordance with Section 15.2, shall remain in effect for such term as specified in the Order (the “Initial Term”). Unless otherwise stated in the Order, the subscription term shall automatically renew for successive periods of twelve (12) months for annual billing or one (1) month for monthly billing (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either party notifies the other of non-renewal at least thirty (30) days before the end of the then-current term (or, for monthly billing, before the end of the then-current month), including by cancelling the subscription through the Services. With respect to the Website, these Terms shall apply from the first access to the Website and for as long as it is accessed or used.

15.2 Termination for Cause. Either party may terminate an Order and/or this Agreement for cause with immediate effect if: (a) the other party breaches any material term or condition of an Order and/or this Agreement, and such breach (if curable) remains uncured thirty (30) days after date of a written notice of such breach, by the non- breaching party, or (b) the other party seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days thereafter.

15.3 Effects of Termination. Upon termination or expiration of this Agreement and/or an Order: (i) all rights granted to Customer in connection with the Services shall expire, and Customer shall discontinue any further use and access thereof; (ii) except as expressly required by applicable law, and as set forth in the Data Processing Addendum )to the extent executed between the parties(, Noci shall delete Customer Data following termination or expiration of the Services and shall have no obligation to return, export, migrate, or otherwise retain such Customer Data. If the Customer terminates this Agreement in accordance with Section 15.2 (Termination for Cause), Noci will refund to the Customer any prepaid fees covering the remainder of the then-current Term after the effective date of termination. If Noci terminates these Terms in accordance with Section 15.2 (Termination for Cause), the Customer will pay any unpaid fees covering the remainder of the then-current Term after the effective date of termination. In no event will termination relieve the Customer of its obligation to pay any fees payable to Noci for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

15.4 Survival. Section 3, 4, 5, 6, 10, 11, 12, 13, 14, 17, 18, and 19 shall survive termination or expiration of this Agreement for any reason.

16. Publicity. Noci may include the Customer’s name and logo in its customer lists, website, and marketing materials, consistent with any Customer brand guidelines. Noci shall remove any use of the Customer name and logo upon written request.

17. Compliance with Applicable Laws

17.1 Export and Sanctions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Noci and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit to access or use the Service in a U.S. or European Union embargoed countries or regions as may be updated from time to time, nor by any person who is on the U.S. OFAC Specially Designated Nationals List or otherwise on any U.S. government sanctioned or denied-party list persons, or otherwise in violation of any U.S. export law or regulation.

17.2 Anti-Bribery and Anti-Corruption. Each party shall comply with applicable laws concerning anti-bribery and anti-corruption.

18. Governing law; Jurisdiction. This Agreement shall be governed by the laws of the Applicable Jurisdiction without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction. “Applicable Jurisdiction” shall mean (i) Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.

19. Miscellaneous.

19.1 Assignment. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger, reorganization, sale or acquisition of all or substantially all the shares or assets of the applicable party (in which case no consent shall be required). Any purported assignment contrary to this section shall be void.

19.2 Entire Agreement. This Agreement and applicable Order is binding upon, and inures to the benefit of, Noci and Customer, and their respective successors. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this Agreement. Noci may, from time to time, release additional features or Services, which may be subject to separate or specific terms. In the event of any conflict between this Agreement and such specific terms, the specific terms shall govern solely with respect to the applicable feature or Service.

19.3 Amendments. Except as otherwise set forth in Section 19.4, this Agreement may be amended only by a written document duly signed by the authorized representatives of both parties.

19.4 Updates. From time to time, Noci may modify these Terms and any of its policies by posting a revised version at https://noci.ai/legal/terms. Unless otherwise specified by Noci in the applicable Order, changes become effective for Customer upon renewal of the then-current subscription term or upon the effective date of a new Order after the updated version of these Terms go into effect. Continued use of the Services after the modification shall constitute the Customer’s consent to such modification.

19.5 Force Majeure. Neither Party shall be liable for any delay or failure in the performance of its obligations under this Agreement (except for payment obligations) to the extent caused by events or circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, cyberattacks, internet or telecommunications failures, power outages, embargoes, sanctions, or government actions of general application (each, a “Force Majeure Event”). The affected Party shall promptly notify the other Party of the occurrence and expected duration of any Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

19.6 Notices. All notices shall be in writing and delivered either personally, or by registered mail or courier, to the address and contact of the parties or by email, as set forth in the Order. Any such notice shall be deemed given five business days after being placed in the mail, or one business day after personal delivery or email. The Customer is responsible for keeping its email address up to date with Noci.

19.7 Independent Contractors. Nothing in this Agreement shall be construed to mean a relationship of agents, partners or joint venture between the parties. The parties are independent contractors.

19.8 Waiver. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver of such right.