Terms & Conditions

1.0 Preamble

Thank you for your interest in Noli AI. Noli AI is a product offered by Noli LLC, a limited liability company. Please read the following Terms & Conditions carefully. By accessing the Application, creating an account, purchasing a subscription, or otherwise indicating your consent to these Terms & Conditions, you acknowledge that you have read, understood, and agree to be bound by this Agreement. IF YOU ARE NOT ELIGIBLE, OR IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO USE THE PLATFORM OR ANY OF THE SERVICES PROVIDED BY THE COMPANY.

2.0 Defined Terms

“Application” or “Site” refers to the Company's websites at noliai.com and any subdomains thereof, together with any member-only web or mobile applications operated by the Company.

“Company”, “Noli”, “Noli AI”, “ourselves”, “we”, “our”, and “us”, refer to Noli LLC, a limited liability company offering the Noli AI product suite.

“Platform” or “Product” refers to the software, interfaces, agents, and infrastructure the Company makes available to you under the Noli AI brand as part of the plan you purchase, as described on the pricing page and in your account at the time of purchase, and as it changes over time under Section 35.0. It may include Noli CRM, Noli AMS, Noli KB, Noli PM, the GTM Engineer, Audience Plays and Client Radar, the AI Receptionist, Noli CFO, the real estate tools, a Chief of Staff agent, and the unified hub. Which products and features are available to you depends on your plan, your add-ons, and whether the feature has been released to your account.

“Services” refers to the combination of offerings provided through the Platform, including but not limited to the AI agents, the cross-product memory layer, integrations, the morning brief, customer support, onboarding, and any associated coaching or done-with-you implementation.

“AI Output” refers to any text, image, audio, decision, recommendation, draft, summary, action, or other output generated by an AI agent operated through the Platform.

“User Content” refers to information, data, documents, files, voice memos, transcripts, customer records, prompts, and other content that you upload to, capture in, generate within, or transmit through the Platform.

“Third-Party Software” refers to any software, application, model, or technology licensed by the Company from a third-party vendor and provided to you as part of the Platform, including large language models, payment processors, hosting providers, and messaging integrations.

“BYO API Key” refers to a third-party model provider API key (e.g., OpenAI, Anthropic, Google) that you supply for the Company to use on your behalf to route AI calls directly under your provider account, or a third-party AI subscription you connect for the same purpose.

“Usage Allowance” refers to the AI tokens, minutes, text exchanges, or other usage units included in your subscription or purchased as an add-on, as described on the pricing page and in your dashboard at the time of purchase.

“User”, “Member”, “Subscriber”, or “you” refers to you, the person or entity accessing the Platform and utilizing the Services. If you are accessing the Platform on behalf of a company or other organization, “you” refers to that entity, and you represent that you have authority to bind that entity to these Terms.

“Terms” or “Agreement” refers to these Terms & Conditions, including the Privacy Policy located at noliai.com/privacy.

“Party” refers to either the User or the Company. “Parties” refers to both the User and the Company.

“Noli Parties” means the Company and its members, managers, officers, directors, employees, contractors, agents, affiliates, successors, assigns, and licensors, including any individual who owns, manages, or performs work for the Company. Every disclaimer, limitation of liability, release, indemnity, arbitration provision, class-action waiver, and jury waiver in these Terms runs to the benefit of each of the Noli Parties, and each of them may enforce it directly.

3.0 Interpretation of Defined Terms

Any use of any word contained herein in the singular, plural, capital, or lower case is taken as interchangeable and therefore as referring to one and the same. Furthermore, any use of a pronoun shall be taken as interchangeable with the noun to which the pronoun refers.

4.0 Last Updated

These Terms were last updated on September 11, 2026.

5.0 The Company and How to Reach Us

The Platform and the Services are provided by Noli LLC, a Wyoming limited liability company, with its registered office at 30 N Gould St, Ste 100, Sheridan, WY 82801. Noli LLC is the only party contracting with you.

General and billing: support@noliai.com. Privacy and data rights: privacy@noliai.com. Security: security@noliai.com. Legal notices, disputes, arbitration opt-outs, and DMCA notices: legal@noliai.com, and by mail to Legal Department, Noli LLC, 30 N Gould St, Ste 100, Sheridan, WY 82801.

6.0 Eligibility

To be eligible to use the Platform and its associated Services, you must be at least eighteen (18) years of age. By agreeing to these Terms, you represent and warrant to the Company that: (1) you are at least 18 years of age; (2) you possess the legal capacity and authority to enter into a legally binding agreement; (3) if you are agreeing on behalf of an entity, you have full authority to bind that entity; (4) you understand that these Terms constitute a legally binding agreement; (5) you have read and fully understand these Terms; and (6) you accept and agree to these Terms in their entirety, without qualification.

7.0 Use of Cookies

We employ the use of cookies and similar technologies. By using the Application, you consent to the use of cookies in accordance with our Privacy Policy. Most modern interactive websites use cookies to enable the retrieval of user details for each visit. Cookies are used in some areas of our Application to facilitate authentication, session management, and to improve the experience of our Members. We do not use advertising cookies. The cookies we set are listed in our Cookie Policy.

8.0 Privacy Policy

Our collection, use, storage, and sharing of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and forms part of this Agreement. Business customers can accept our Data Processing Addendum, which is also incorporated by reference, and our current sub-processors are listed at noliai.com/legal/sub-processors.

9.0 Using the Platform and Services

During the account creation process, you will be asked to provide us with information about yourself and your business. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date. You will also be asked to create a password (or authenticate via a supported third-party identity provider). You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to accept responsibility for all activities that occur under your account, including activities authorized by AI agents acting on your behalf. You may not impersonate someone else or provide an email address other than your own. If you have reason to believe that your account is no longer secure, you must promptly change your login information and notify us at security@noliai.com.

We reserve the right, in our sole discretion, to terminate your account and prohibit your access to the Platform and/or the Services at any time, for any reason, including violation of these Terms, with or without notice.

10.0 Storage of Information

By using the Platform, you consent to the collection, transfer, processing, and storage of your information in the United States and in other countries where we or our service providers maintain facilities, as outlined in these Terms and our Privacy Policy. This storage is necessary for us to operate the Platform and provide the Services to you.

If you are domiciled outside of the United States, you may have the right under your local jurisdiction to request the deletion of your personal information from our active databases. Please note that although we can delete your personal information from our active databases, some information may remain in our archives and back-up systems until it is overwritten or deleted in the ordinary course of business. To request deletion of your personal information, contact us at privacy@noliai.com.

11.0 User Content and Ownership

You retain ownership of all the intellectual property rights in the content and data you create, capture, upload, or generate within the Platform (collectively, “User Content”). This includes, without limitation: customer records entered into Noli CRM; campaigns and assets created in Noli AMS; notes, voice memos, transcripts, documents, and customer interviews captured in Noli KB; goals, projects, and operational records in Noli PM; and any prompts, instructions, or briefs you provide to the AI agents.

By using the Platform, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable (solely to our service providers acting on our behalf), and transferable license to access, host, store, reproduce, modify, transmit, and display your User Content for the limited purposes of: (a) operating, providing, maintaining, and improving the Services for you; (b) routing relevant context to AI agents acting on your behalf; (c) providing the cross-product memory layer that allows agents to share context; (d) providing customer support; and (e) complying with legal obligations. This license ends when your User Content is deleted from our systems or when your account is terminated, except for: (i) backup copies that persist in routine archival systems and are deleted in the ordinary course of business; and (ii) anonymized or aggregated data that no longer identifies you.

The Company does not claim any ownership rights in your User Content and does not use User Content to train AI models. See Section 34.0 (AI-Specific Provisions) for additional terms governing AI Output and training.

11.5 Third-Party Software and Services

You acknowledge and agree that certain components of the Platform are licensed from or provided by third-party vendors (“Third-Party Software”). Third-Party Software includes, without limitation: large language model APIs (e.g., Google, OpenAI, Anthropic); identity and authentication providers; payment processors; hosting providers; telephony and text-messaging carriers; email delivery services; data providers; analytics services; and messaging-platform integrations (e.g., Slack, Telegram, Discord, email providers).

Your use of Third-Party Software is subject to the terms, conditions, and privacy policies of the respective third-party provider, in addition to these Terms. The Company makes no warranties or representations regarding the performance, availability, security, accuracy, or reliability of any Third-Party Software. The Company is not liable for any loss, damage, data breach, service interruption, or unavailability caused directly or indirectly by any Third-Party Software, including by changes a third party makes to its API, pricing, terms, or availability. By using the Platform, you agree to hold the Company harmless from any claims arising from your use of, or inability to use, such Third-Party Software.

11.6 Your Responsibility for Compliance with Laws and Third-Party Terms

You are solely responsible for ensuring that your use of the Platform, the Services, the Products, and any AI Output, including any use by AI agents, tools, integrations, or other parties acting on your behalf or under permissions you grant, complies with (a) all applicable local, state, federal, and international laws, rules, and regulations; and (b) the terms of service, acceptable use policies, privacy policies, and other requirements of any third party whose platform, service, software, data, model, account, number, or channel you access, connect, integrate, configure, or interact with through the Platform (including, without limitation, messaging providers, social platforms, model providers, data sources, and integration partners). You will not use the Platform in any manner that violates any such law or third-party requirement, and you acknowledge that the Company does not monitor, and is not responsible for ensuring, your compliance. Any consequences, claims, fines, penalties, account suspensions, or liabilities arising from your failure to so comply are your sole responsibility, and you agree to indemnify and hold the Company harmless from them on the terms described in Section 17.0.

12.0 Solicitation and Opting Out

By creating an account, you give the Company permission to contact you via email to: send transactional and account communications (which you may not opt out of while your account is active); solicit feedback (including through optional surveys or testimonials); and provide information about products and services from the Company or our partners. You may opt out of promotional emails at any time by clicking the “unsubscribe” link at the bottom of any such email or by contacting us at support@noliai.com.

13.0 Subscriptions, Payments, and Renewals

13.1 Recurring Billing

Your subscription will be billed in advance on a recurring, periodic basis (typically monthly or annually, as you elect at checkout), corresponding to the date you began your subscription. Current pricing tiers are described on our pricing page. Tiers, seat limits, included Usage Allowances, and add-ons are as described on the pricing page at the time of purchase.

13.2 Automatic Renewal

TO ENSURE UNINTERRUPTED SERVICE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SUBSCRIPTION PERIOD. YOU HEREBY AUTHORIZE THE COMPANY (AND ITS PAYMENT PROCESSORS) TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR THE RENEWAL AT THE THEN-CURRENT RATE FOR YOUR SELECTED TIER UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

13.3 Payment Authorization

You provide the Company and its third-party payment processors with the authorization to charge your provided payment method for the agreed-upon subscription fees, applicable taxes, and any overage or BYO API key fees described at checkout. You are responsible for keeping your billing and payment information current.

13.4 Price Changes

The Company reserves the right to change its subscription fees at any time. We will provide reasonable prior notice of any price changes by email or through the Platform. Price changes will take effect at the start of the next subscription period following the date of the price change. Beta-tier customers who signed up during private beta retain their original monthly price for the lifetime of their continuous subscription, provided their subscription does not lapse.

13.5 Usage Allowances, Overage, and Your Responsibility for Usage

Each tier includes a monthly Usage Allowance of AI tokens used to operate the AI agents on your behalf. If you exhaust it, you may (a) provide a BYO API Key so that further calls are routed directly under your provider account, (b) purchase a token boost at the then-current rate, or (c) upgrade your plan; otherwise AI features pause until the allowance resets. The Company is not responsible for third-party model provider charges incurred under a BYO API Key or a connected AI subscription.

Some features carry their own usage-based charges that are disclosed where you enable them, including the AI Receptionist (voice minutes and text exchanges beyond the included amounts, and a carrier activation charge for texting) and the GTM Engineer (outside data providers, paid from the same monthly token pool and governed by Section 36.5). Where the Company offers a quote, cap, or daily limit for such usage, the limit you set is your control, not the Company's guarantee.

You are solely responsible for monitoring, managing, and paying for your Usage Allowance consumption and any usage-based fees incurred on your account. AI agents may consume your allowance autonomously according to the authority and approval settings you configure, and it may be consumed by third-party tools, AI platforms, scripts, or external agents you authorize to access your account (see Section 34.9). You acknowledge and agree that:

• You are liable for all allowance consumption and resulting charges on your account, regardless of whether the consumption was triggered by you directly, by an AI agent acting autonomously, by a third-party tool or platform you connected, by a misconfiguration, or by unintended or runaway usage.
• The Company is not responsible for, and will not refund or credit, charges resulting from heavy, unexpected, or unintended usage, including a large invoice resulting from extensive AI usage during a billing period.
• The Company may, but is not obligated to, make usage caps, alerts, or per-agent rate limits available in your account settings. You are responsible for configuring these to a level appropriate for your business. Failure to configure caps or alerts does not shift responsibility for usage charges to the Company.
• The Company is not obligated to notify you in advance of allowance exhaustion or to suspend processing to prevent overage charges, although it may choose to do so.

13.6 Taxes

All fees are exclusive of applicable taxes (sales, use, VAT, GST, or similar). You are responsible for any such taxes assessed in your jurisdiction.

13.7 Late Payment, Suspension, and Chargebacks

Fees are due on the date we charge them. If a payment fails or is reversed, we retry the charge and we email you, and your access continues for fourteen (14) days from the first failed attempt. If the amount is still unpaid after that, we may pause your workspace, pause your AI agents, pause any per-customer server or phone number provisioned for you, and stop any scheduled outreach, in each case without liability to you and without deleting your content, and we may terminate your account if the amount remains unpaid more than thirty (30) days after it was due. Suspension does not reduce or excuse the fees that continue to accrue for your term. Past-due amounts bear interest at the lower of 1.5% per month or the maximum the law allows, and you will reimburse the reasonable costs we incur collecting them, including collection agency and attorney fees. If you dispute a charge with your bank or card issuer rather than contacting us first, you are in breach of Section 20.1 and we may suspend or terminate your account immediately. Your data may be deleted after termination under Section 15.4, so resolve any payment problem promptly.

14.0 Promotional Offers

From time to time, the Company may, at its sole discretion, make available promotional offers (“Promotional Offer”). Unless otherwise expressly stated by the Company, Promotional Offers may not be combined, resold, or transferred. The Company reserves the right to modify or discontinue any Promotional Offer at any time. We reserve the right to void offers and close accounts if we suspect a Promotional Offer is obtained or used fraudulently or otherwise in violation of these Terms. In the event a Promotional Offer is non-functional, your sole remedy, and the Company's sole liability, will be the replacement of that Promotional Offer.

15.0 Refund and Cancellation Policy

15.1 30-Day Satisfaction Guarantee

For any new first-time purchase of a Noli subscription plan (for example Solo, Team, Noli RE, or Noli RE Team), the Company offers a thirty (30) day satisfaction guarantee. If you are not satisfied with the Product for any reason, you may request a refund by contacting support@noliai.com within thirty (30) calendar days of your initial purchase date.

If you request a refund under this guarantee within that period, the Company will refund the full amount of your first subscription payment less the cost of the AI usage you consumed during the period, calculated at the rates published in your account, to the payment method used for the purchase. Payment-processor fees are not deducted. Usage fees and any other amounts charged separately from that first subscription payment are not refundable.

This guarantee applies only to your first purchase of the Service and is not applicable to: (a) any subscription renewals; (b) upgrades or tier changes; (c) add-ons purchased separately, including extra seats, token boosts, additional neighborhood claims, and the AI Receptionist; (d) BYO API overage; (e) custom skills, dedicated onboarding, or implementation fees; or (f) any done-with-you or separately contracted engagement. Your access ends when the refund is issued, and Section 15.4 governs your User Content. The guarantee may be used once per customer.

15.2 Subscription Cancellation

You may cancel your subscription at any time with one click on the Plan page in your account, through your account's billing portal, or by contacting support, and you may undo a scheduled cancellation from the same page before it takes effect. We will email you thirty (30) days before an annual renewal and three (3) days before a trial converts to a paid subscription. Your cancellation will become effective at the end of your current paid billing period. You will retain full access to the Platform until the conclusion of your paid term. No pro-rated refunds will be provided for cancellations made mid-cycle.

15.3 Exception for Separately Contracted Engagements

Any done-with-you implementation, custom skills, or volume-seat engagement is subject to a separate agreement and is not eligible for the 30-day satisfaction guarantee described herein.

15.4 Effect of Cancellation on User Content

Upon cancellation or termination, your access to the Platform ends at the conclusion of your paid term. The Company will retain your User Content for thirty (30) days following termination so you may export it, after which the User Content will be deleted from our active systems subject to retention obligations described in our Privacy Policy.

16.0 License to Use and Proprietary Rights

The Platform and Services are owned and operated by the Company. All content, visual interfaces, graphics, designs, compilations, information, data, computer code (including source code and object code), AI agents, agent prompts and skills, the cross-product memory schema, the Chief of Staff orchestration logic, and all other elements of the Platform and Services (collectively, the “Proprietary Materials”) are protected by intellectual property and other applicable laws.

All Proprietary Materials are the property of the Company or our third-party licensors. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and its Proprietary Materials for your own personal or internal business use, strictly in accordance with your active subscription plan. This license does not include any right to: resell, sublicense, distribute, or create derivative works from the Proprietary Materials; reverse engineer, decompile, or disassemble the Proprietary Materials; extract model weights, agent prompts, internal embeddings, or training data; or use any data mining, robots, or similar data-gathering and extraction tools on the Proprietary Materials. Except as expressly authorized by the Company in writing, you may not make use of the Proprietary Materials. The Company reserves all rights not expressly granted in these Terms.

17.0 Indemnification

You agree that you are responsible for your use of the Platform and Services. You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, consultants, affiliates, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of the Platform or Services; (ii) any actions taken by an AI agent operating on your behalf at your direction or under permissions you granted; (iii) your violation of these Terms or any representation, warranty, or agreement referenced herein; (iv) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property, or privacy right; or (v) your User Content.

The Company will notify you of a claim covered by this Section within a reasonable time after it becomes aware of it, though a delay does not reduce your obligation except to the extent the delay actually prejudices your defence. The Company may, at its option, assume and control the defence and settlement of any such claim with counsel of its choice at your expense, or participate in the defence at its own expense with counsel of its choice. You may not settle or compromise any claim in a way that admits fault or wrongdoing by any Noli Party, imposes any obligation or payment on any Noli Party, or affects any Noli Party's intellectual property, without that party's prior written consent. You will cooperate fully and provide the information and assistance the Company reasonably requests. “Claim” in this Section includes any demand, action, suit, proceeding, arbitration, government or regulator inquiry or investigation, consumer complaint, and enforcement, suspension, or penalty action by any platform, carrier, registrar, or provider.

17.2 Our Limited IP Indemnity

We will defend you against a third-party claim that the Platform software itself, as provided by us and used in accordance with these Terms, infringes that party's United States patent, copyright, or trademark, and we will pay the damages finally awarded or the settlement we agree to, provided you notify us promptly, give us sole control of the defence and settlement, and cooperate. If such a claim is made or we believe one is likely, we may at our option modify the Platform, obtain a licence, or terminate the affected subscription and refund the prepaid fees for the unused remainder of your term. This Section does not apply to, and we have no obligation for, any claim arising from AI Output, your User Content, your combination of the Platform with anything we did not supply, your use in breach of these Terms, Third-Party Software, any BYO API Key, or any modification not made by us. This Section states our entire liability and your sole remedy for any claim of intellectual property infringement, and our obligations under it are subject to the cap in Section 19.0.

18.0 Disclaimers and No Warranties

THE PLATFORM, SERVICES, AI OUTPUT, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO: (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (III) ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR APPROPRIATENESS FOR ANY PURPOSE OF AI OUTPUT.

THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY PART THEREOF, OR ANY MATERIALS, AI OUTPUT, OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES, FROM ANY AI AGENT, OR FROM ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING THE COMPANY OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE PLATFORM, SERVICES, OR AI OUTPUT.

The Company does not offer any service level agreement, uptime commitment, response time commitment, or support guarantee unless one is stated in a separate agreement signed by both parties. Support is provided on a commercially reasonable efforts basis during our normal business hours.

18.4 No Professional Advice

The Company is not a law firm, an accounting firm, a certified public accountant, a tax adviser, an investment adviser, a broker-dealer, a fiduciary, a licensed appraiser, a licensed real estate broker, an insurance producer, a mortgage originator, a medical or mental health provider, or a licensed professional of any other kind, and no one at the Company is acting as one for you. AI Output, including anything produced by Noli CFO, the Chief of Staff, the real estate tools, the AI Receptionist, or any other agent, is general information produced by software. It is not legal, tax, accounting, financial, investment, appraisal, insurance, medical, employment, or other professional advice, and it does not create a professional or fiduciary relationship. Consult a qualified licensed professional before you act on it. You are responsible for every decision you make and every communication you send, whether or not an agent drafted it.

19.0 Limitation of Liability

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS, AI OUTPUT, OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY. THIS INCLUDES, WITHOUT LIMITATION, ANY DAMAGES, DATA LOSS, OR SERVICE INTERRUPTIONS CAUSED BY: (A) THE FAILURE, MALFUNCTION, INACCURACY, OR HALLUCINATION OF AN AI AGENT OR ANY AI OUTPUT; (B) THE FAILURE OR MALFUNCTION OF ANY THIRD-PARTY SOFTWARE INTEGRATED INTO THE PLATFORM; (C) ACTIONS TAKEN BY AN AI AGENT ON YOUR BEHALF AT YOUR DIRECTION OR UNDER PERMISSIONS YOU GRANTED; OR (D) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM AND SERVICES IS LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO THE COMPANY IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

The limitations and exclusions in Sections 18.0 and 19.0 apply to the fullest extent permitted by law, apply regardless of the theory of liability, apply even if a limited remedy is found to have failed of its essential purpose, apply even if a party was advised of the possibility of the damages, and survive termination. The cap above is a single aggregate cap on all claims of any kind by you and by anyone claiming through you, against all Noli Parties combined, and is not a cap per claim, per incident, per product, or per Noli Party.

19.3 No Personal Liability

You agree that the Company is the sole contracting party and the sole source of recovery for any claim arising out of or relating to these Terms, the Platform, the Services, or any AI Output. To the fullest extent permitted by law, you release and will not assert any claim against any member, manager, officer, director, employee, contractor, or agent of the Company in their individual capacity, whether that claim is framed in contract, tort, statute, or any other theory, and whether it arises before or after the date of these Terms. If, despite this section, a claim is asserted against any such individual, the limitations, exclusions, disclaimers, and dispute resolution provisions of these Terms apply to that claim as if the individual were the Company, and the aggregate liability of the Company and all such individuals combined is subject to the single cap in this Section 19.0. Nothing in this section limits a liability that applicable law does not permit to be limited.

19.4 What Is Not Limited

Nothing in Sections 18.0 or 19.0 limits: (a) your obligation to pay fees you have incurred; (b) your indemnification obligations under Sections 11.6, 17.0, or 36.9; (c) your breach of Section 16.0 or Section 24.0; or (d) any liability that applicable law does not permit to be excluded or limited.

20.0 Dispute Resolution

20.1 Talk to us first

Before starting any formal proceeding, you agree to send a written description of the dispute to support@noliai.comwith “Dispute Notice” in the subject line, and we will do the same to your account email. The Parties will try in good faith to resolve the dispute informally for sixty (60) days from the notice before either Party may begin arbitration. Completing this informal resolution process is a condition precedent to starting an arbitration or a lawsuit. A court or arbitrator may enjoin the filing or prosecution of a proceeding brought before this process is complete, and the sixty (60) day period tolls any applicable limitations period.

20.2 Binding arbitration, individual claims only

These Terms affect interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this Section 20.0. Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Services, AI Output, or the relationship between you and any Noli Party, including its formation, validity, breach, or termination, that is not resolved under Section 20.1 will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you are an individual using the Services primarily for personal purposes, and otherwise under its Commercial Arbitration Rules, in each case as in effect when the demand is filed. The rules are at adr.org.

Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, scope, or formation of this Section 20.0, including any claim that all or part of it is void or voidable, except that a court has exclusive authority to decide whether the class-action waiver in this section is enforceable.

Procedure. A single arbitrator will decide. The arbitration will be conducted in English. Unless the parties agree otherwise, a claim of $25,000 or less will be decided on documents alone or by telephone or video conference at the claimant's election, and no in-person hearing is required. Any in-person hearing will take place in the county where you reside or, if you are an entity, where you have your principal place of business, unless the parties agree otherwise. The arbitrator may award any relief a court could award to that individual claimant, including statutory damages and attorney fees where a statute provides them, but may not award relief to or against anyone who is not a party. The award is final and binding and judgment may be entered on it in any court of competent jurisdiction.

Fees. Each party pays its own attorney fees except where a statute or these Terms provide otherwise. Filing, administrative, and arbitrator fees are allocated under the applicable AAA rules. If you are an individual and the AAA rules would require you to pay more than the amount you would pay to file the same claim in the state court where you reside, the Company will pay the excess, unless the arbitrator finds your claim frivolous.

WAIVER. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of more than one person and may not preside over any class, collective, or representative proceeding. If a court decides that this waiver is unenforceable as to a particular claim or request for relief, then only that claim or request for relief will be severed and litigated in court, the remaining claims will proceed in individual arbitration, and the court proceeding will be stayed until the arbitration is complete. Nothing else in this Section 20.0 is affected. Nothing in this Section 20.0 waives a representative claim that applicable law does not permit to be waived; any such claim is severed and stayed until the individual claims are resolved in arbitration.

20.3 Exceptions

Either party may bring an individual claim in small claims court where that court has jurisdiction and the claim stays there on an individual basis. Either party may ask a court for temporary or preliminary injunctive relief to protect its intellectual property, confidential information, or security, or to stop unauthorized access to or use of the Platform, without waiving this Section 20.0.

20.4 Your right to opt out

You may opt out of Section 20.2 by emailing legal@noliai.comwith “Arbitration Opt-Out” in the subject line within thirty (30) days after you first accept these Terms, stating your name and the email address on your account. Opting out affects nothing else in these Terms, including the jury waiver in Section 20.6 and the class waiver, which continue to apply.

20.5 Coordinated filings

If twenty-five (25) or more demands for arbitration that raise substantially similar claims are filed against the Company by or with the assistance of the same or coordinated counsel within a ninety (90) day period, the demands will be administered in staged batches of no more than fifty (50). The parties will select an equal number of demands for each batch, a single arbitrator will hear each batch, filing and administrative fees will be assessed per batch rather than per demand, and after each batch the parties will mediate in good faith to resolve the remaining demands. Any applicable limitations period is tolled for demands awaiting a batch.

20.6 Time limit and jury waiver in court

Any claim arising out of or relating to these Terms, the Platform, the Services, or AI Output must be brought within one (1) year after it accrues, or it is permanently barred, except where applicable law does not permit that limit. If for any reason a dispute proceeds in court rather than arbitration, you and the Company each irrevocably waive the right to a jury trial, and the exclusive venue is the state and federal courts located in Sheridan County, Wyoming, to whose personal jurisdiction you consent.

20.7 Severability

If any part of this Section 20.0 other than the class waiver is found unenforceable, that part is severed and the rest remains in effect.

21.0 Assumption of Risk

You understand and agree that operating a business and using AI agents to do so involves significant financial, legal, operational, and personal risks, including risks specific to AI: incorrect output, biased output, hallucinated facts, unintended actions, and data exposure. The Company does not guarantee that your use of the Platform will result in a profitable or successful business venture. You are solely responsible for all decisions, actions, and financial obligations related to your business, including decisions you make based on AI Output and actions taken by AI agents on your behalf. You agree to assume all risks associated with your business endeavors and your use of AI agents, and to hold the Company harmless from any losses, liabilities, or damages that may result.

22.0 Changes to These Terms

We may change these Terms. If a change is material, we will give you at least thirty (30) days' notice by email to the address on your account or by a prominent notice inside the Platform before it takes effect, and we will update the “Last updated” date. If you do not agree to a material change, your remedy is to cancel before it takes effect under Section 15.2, and we will refund the prepaid fees for the unused remainder of your then-current term. Continued use after the effective date means you accept the change. A change does not apply retroactively to a dispute that arose, or a claim that accrued, before the effective date, and a change to Section 20.0 does not apply to a dispute for which a Dispute Notice was already sent. We will keep prior versions of these Terms available on request.

23.0 General

23.1 Entire agreement and no reliance

These Terms, together with the Privacy Policy, any product-specific terms we present when you enable a feature, any data processing agreement we sign with you, and any order form or separate written agreement signed by both parties, are the entire agreement between you and the Company about the Platform and the Services, and they replace every prior or contemporaneous proposal, representation, statement, demonstration, marketing message, website claim, case study, testimonial, projection, and understanding, written or oral. You acknowledge that you have not relied on any statement, representation, warranty, demonstration, forecast, benchmark, testimonial, or other information about the Platform, the Services, or any result you might obtain, other than what is expressly stated in these Terms. Nothing in this section excludes liability for fraud.

23.2 Notices

We may give you notice by email to the address on your account, by a message inside the Platform, or by posting on the Site, and notice is effective when sent or posted. You are responsible for keeping your account email current. You must give us notice by email to legal@noliai.com with a copy by certified mail to the address in Section 5.0, and notice is effective on the earlier of confirmed receipt or five (5) business days after mailing. A notice you send to any other address, mailbox, chat channel, agent, or social account is not effective, and this includes a Dispute Notice under Section 20.1. The one exception is an arbitration opt-out under Section 20.4, which is effective when sent by email alone to legal@noliai.com.

23.3 Force Majeure

The Company is not liable for any delay or failure to perform caused by something outside its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor action, government action, sanctions, changes in law, failure or interruption of the internet or of any telecommunications, hosting, cloud, identity, payment, model, data, or carrier provider, denial of service or other attack, and any act or omission of a third-party platform, including a platform suspending, rate-limiting, restricting, repricing, or revoking access to its service, data, or interfaces. If such an event continues for more than thirty (30) consecutive days and materially prevents us from providing the Services you paid for, either party may terminate the affected subscription, and your sole remedy is a pro-rata refund of prepaid fees for the portion of the term you could not use.

23.4 Order of precedence

If there is a conflict, a separate signed agreement or order form controls over a data processing agreement, which controls over product-specific terms, which control over these Terms, which control over the Privacy Policy and over any other content on the Site, in each case only as to the subject it addresses.

23.5 No agency

Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and the Company. Neither party may bind the other.

23.6 Governing law

These Terms and any dispute arising out of them are governed by the laws of the State of Wyoming, without regard to its conflict-of-law rules, and by the Federal Arbitration Act as to Section 20.0. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

23.7 Severability and waiver

If any provision is found invalid or unenforceable, it will be modified to the least extent necessary to make it enforceable, or severed if it cannot be, and the remainder stays in effect. A failure to enforce a right is not a waiver of it, and a waiver is effective only if in writing.

23.8 Assignment

You may not assign or transfer these Terms or any right under them, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. A change of control of your business is an assignment for this purpose. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

23.9 Headings and interpretation

Headings are for convenience only. “Including” means “including without limitation”. No rule of construction against the drafter applies.

23.10 Government users

The Platform is commercial computer software. If you are a U.S. government entity, your rights are no greater than the rights granted to any other customer under these Terms, consistent with FAR 12.212 and DFARS 227.7202.

23.11 Requests from public authorities

If a government, law enforcement agency, court, or other public authority asks us for your information, we handle the request under the Government and Legal Request Policy described in our Privacy Policy: we disclose only what the law requires, only after a review of the request's legality and scope, and we tell you before we disclose unless the law or a court prohibits it. You will cooperate with us in responding to a lawful request that concerns your account.

24.0 Restrictions on Use

Noli AI is a proprietary system developed by the Company. You will not use the Company's Proprietary Materials to build, train, benchmark, market, or operate a product or service that is substantially similar to, or competitive with, the Platform. Specifically, you will not copy, adapt, or derive from the Company's agent prompts, skills, memory schema, orchestration logic, workflows, data models, or user interfaces for that purpose, and you will not access the Platform in order to build a competing product, to benchmark it publicly without our written consent, or on behalf of a competitor. Nothing in this section prevents you from operating any business of your own that does not use the Company's Proprietary Materials. You agree not to: (a) use the Platform to send unlawful spam or bulk messages, or any outreach that does not comply with Section 36.0 and applicable law; (b) use the Platform to generate content that infringes intellectual property rights, defames any person, harasses or endangers others, or violates any law; (c) circumvent any rate limits, quotas, or security controls; (d) operate the Platform outside its intended scope (e.g., as a public chatbot for unrelated parties); or (e) use AI Output in ways that violate the upstream model provider's usage policy. Our Acceptable Use Policy sets out these restrictions in more detail and is incorporated into these Terms by reference.

25.0 Suspension and Termination

25.1 By you

You may cancel at any time under Section 15.2.

25.2 By us, for cause

We may suspend or terminate your access immediately, with notice where practical, if you breach these Terms, if we reasonably believe your use creates a legal, security, reputational, or financial risk to the Company, another user, a third party, or a provider we depend on, if a provider, platform, carrier, or regulator requires it, if you fail to pay under Section 13.7, or if your use is fraudulent or abusive. No refund is due on a termination for cause.

25.3 By us, for convenience

We may terminate your subscription without cause on thirty (30) days' notice by email. In that case we will refund the prepaid fees for the unused remainder of your then-current term, and that refund is your sole and exclusive remedy.

25.4 Effect

On termination all rights granted to you end immediately, any amount you owe becomes due, and Section 15.4 governs your User Content. Sections 2.0, 3.0, 10.0, 11.0, 11.5, 11.6, 13.3, 13.5, 13.6, 13.7, 15.0, 16.0, 17.0, 18.0, 19.0, 20.0, 21.0, 23.0, 24.0, 26.0, 28.0, and 34.0 through 42.0 survive termination, together with every payment obligation accrued before it and every other provision that by its nature should survive.

26.0 Third-Party Beneficiaries

Except as expressly stated in this section, nothing in these Terms confers any right, remedy, or benefit upon any third party. The Noli Parties are intended third-party beneficiaries of Sections 17.0, 18.0, 19.0, 20.0, 21.0, and 24.0 and may enforce those sections directly. Each third-party model provider, data provider, and telephony provider is an intended third-party beneficiary of Sections 11.5, 18.0, and 19.0 to the extent those sections disclaim liability for, or restrict your use of, that provider's software, models, data, or network.

27.0 Additional and Discretionary Opportunities

The Company may, at its sole discretion, make certain Members aware of additional opportunities, such as early access to new agents, beta features, custom skills, done-with-you implementation, or product partnerships. You understand that these opportunities are not a guaranteed part of the Services. Eligibility is determined solely by the Company and may require you to enter into a separate, legally binding agreement that will govern that specific engagement.

28.0 Results Not Guaranteed

The Company does not promise or guarantee any particular results from your use of the Service. All content, case studies, and testimonials on the Platform or in our marketing materials are for illustrative and educational purposes only and are not to be taken as a guarantee of your own results. You understand and agree that your success depends on many factors outside the control of the Company, including your personal skills, effort, market conditions, the quality of your underlying data, and how you direct the AI agents. The Company makes no guarantee that you will achieve any specific level of income, productivity, or business success.

29.0 Customer Testimonials

The Company reserves the right to publish customer testimonials. You understand that the Company relies on information provided by customers and may, to protect privacy, change identifying details such as names.

If you use the Platform on behalf of a business, you agree that the Company may identify that business by name and logo as a Noli customer in its marketing materials, unless you ask us not to by emailing support@noliai.com. We will not describe your results or quote you without your separate consent.

30.0 Promotions and Giveaways

The Company may occasionally offer promotions or giveaways. All such offers are governed by the laws of the State of Wyoming and any specific rules published for that promotion. You must be 18 years or older to be eligible. The Company reserves the right to modify or cancel any promotion at its sole discretion.

31.0 Electronic Signatures

By using our Services and clicking any button to indicate your agreement, you consent to transact business with the Company electronically and to receive electronic communications from the Company.

32.0 Export Controls and Sanctions

The Platform, the Services, and any related technology are subject to United States export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. You represent and warrant that you are not located in, organized under the laws of, ordinarily resident in, or a national or government of, any country or territory subject to comprehensive United States sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine, and that you are not identified on any restricted-party list maintained by the United States government, including the Specially Designated Nationals and Blocked Persons List, the Entity List, and the Denied Persons List, and are not owned fifty percent or more or controlled by any such party. You will not export, re-export, transfer, or make available the Platform, the Services, AI Output, or any related technology to any such country, territory, or party, or for any prohibited end use, including nuclear, chemical, or biological weapons or missile technology. You will not permit any such party to access your account. These representations are made on each day you use the Services. We may suspend or terminate your account immediately if we believe a representation in this section is or has become untrue.

33.0 Third-Party Links & Resources

The Platform may provide links or resources to third-party products or services for informational or educational purposes. You understand and agree that these are not recommendations or endorsements. You are exclusively responsible for, and assume any and all risks involved in, your use of any third-party products or services.

34.0 AI-Specific Provisions

34.1 AI Output Disclaimer

AI agents operating through the Platform generate AI Output using large language models and related technology. AI Output may be incorrect, incomplete, biased, outdated, or inappropriate for your situation. AI Output may include “hallucinations,” meaning content that appears authoritative but is factually wrong. You are solely responsible for reviewing AI Output before relying on it for any decision, communication, transaction, or action. The Company does not warrant the accuracy, completeness, reliability, or suitability of any AI Output for any purpose.

34.2 Training Data

The Company does not use your User Content to train AI models. We route AI calls through paid or enterprise API tiers of third-party model providers (for example Google, OpenAI, Anthropic, and xAI) whose published terms, as of the date of these Terms, state that the provider does not use data submitted through the API to train its models. We do not control those providers and we do not warrant their conduct or their terms. If we become aware that a provider has changed its terms in a way that would permit training on customer data, we will notify affected customers and will seek a comparable alternative provider where commercially feasible.

34.3 Bring Your Own API Key (BYO API Key)

You may elect to provide a BYO API Key for one or more supported third-party model providers. When you do, AI calls are routed directly to that provider under your account, and the Company is not responsible for: (a) charges incurred under your BYO API Key; (b) the provider's data-handling, training, or retention practices in respect of API traffic under your account; or (c) outages, rate limits, or terms changes by that provider. You represent that you are authorized to use any BYO API Key you provide and that doing so does not violate the provider's terms.

34.4 Cross-Product Memory and Agent Coordination

The Platform includes a cross-product memory layer that allows AI agents to share context with one another to coordinate work across your sales pipeline, marketing, knowledge base, and project management. You authorize the Company to read, write, transmit, and process User Content across the agents for this purpose. You may configure the scope of cross-agent access in your account settings to the extent we make such controls available; the default is unified memory across all enabled agents in your subscription.

34.5 Autonomous-Action Authorization

AI agents may take actions on your behalf, including sending emails, drafting and posting content, scheduling meetings, updating records, coordinating handoffs between agents, and similar operations, according to the approval and authority settings you configure (for example, requiring your approval before anything customer-facing goes out, or granting standing authority for one area of work with a daily limit and an expiry date). When you grant an agent the authority to take an action, you ratify and adopt that action as your own. The Company is not liable for the consequences of actions an agent takes within the scope of permissions you granted. You may revoke or narrow agent permissions at any time from your account settings.

34.6 Ownership of AI Output

As between you and the Company, you own the AI Output generated for your account, subject to: (a) the underlying model provider's terms of use (which may include restrictions on output that are imposed by the upstream provider, not by us); and (b) the proprietary rights of any third party whose intellectual property may be reflected in inputs or outputs. AI Output is not warranted to be original, non-infringing, or eligible for copyright protection in your jurisdiction.

34.7 Restrictions on AI Use

You agree not to use AI agents or AI Output to: (a) generate content that is illegal, defamatory, harassing, or that infringes intellectual property; (b) generate impersonation content, deceptive deepfakes, or content designed to manipulate elections or public discourse; (c) generate content involving minors that is sexual, exploitative, or harmful; (d) make automated decisions that produce legal effects on third parties without appropriate human review; (e) reverse engineer, extract, or replicate the underlying models or their weights, prompts, or training data; or (f) violate any applicable third-party model provider's usage policies (which are incorporated into these Terms by reference).

34.8 Sensitive Data

The Platform is not designed or authorized for processing of, and you agree not to upload or transmit through the Platform: protected health information governed by HIPAA; financial data subject to PCI DSS where the Platform is not the certified processor; personal information of children under 13; classified or export-controlled government information; or any other category of data for which the Platform is not certified or contracted to handle. If you require processing of such data, you must enter into a separate written agreement with the Company that specifically authorizes it.

34.9 Use of Third-Party AI Platforms or Agents to Control Noli

The Platform may expose interfaces (including, without limitation, public APIs, MCP endpoints, OAuth scopes, webhooks, agent-to-agent protocols, and integration tokens) that allow you to direct, automate, orchestrate, or interact with the Services from outside the Platform. This includes use of third-party AI platforms, third-party AI agents, agent frameworks, automation tools, or custom scripts (e.g., Claude, ChatGPT, custom MCP clients, Zapier, n8n, or your own code) to operate, configure, query, or trigger actions in your Noli account.

You are solely responsible for any use of third-party AI platforms, AI agents, automation tools, or external code to control or interact with the Platform. Without limitation, you are solely responsible for:

• All actions taken on your account by any third-party tool, AI platform, AI agent, or external code you authorize, configure, or connect, including actions you did not specifically anticipate.
• All User Content sent to, received from, or generated through any such third-party tool or platform.
• The security, scoping, rotation, and revocation of any credentials, API tokens, OAuth grants, or webhook secrets you issue to a third-party tool or platform.
• All consumption of AI tokens, processing fees, and other usage-based resources triggered directly or indirectly by such tools or platforms (per Section 13.5).
• Compliance with the terms of service, privacy policy, and acceptable use policy of every third-party tool or platform you use, and with all applicable laws.
• Any data exposure, leakage, breach, or unauthorized disclosure resulting from the third-party tool or platform's handling of your data, your account credentials, or the access tokens you granted.
• Any consequences of allowing a third-party AI platform or agent to take autonomous action on your behalf, including financial, legal, reputational, and operational consequences.

The Company makes no warranties or representations regarding the behavior, security, accuracy, availability, or reliability of any third-party AI platform, AI agent, automation tool, or external code. The Company is not liable for any loss, damage, charge, breach, or other harm arising directly or indirectly out of your use of, or inability to use, any such third-party AI platform, AI agent, automation tool, or external code in connection with the Platform. You agree to indemnify and hold the Company harmless from any claim arising out of your use of a third-party AI platform, AI agent, automation tool, or external code with the Services, on the terms described in Section 17.0.

35.0 Changes to the Services, Third-Party Sources, and Discontinuation

35.1 Changes

The Company may change the design, features, functionality, models, providers, workflows, limits, and infrastructure of the Platform at any time. Features may differ from what is shown in marketing or promotional materials. We develop the Platform continuously, and we do not promise that any specific feature will exist, remain, or work in any particular way for any period.

35.2 Third-party sources and platforms

Parts of the Platform depend on third parties, including model providers, data providers, social and search platforms, mailbox and calendar providers, telephony carriers, and payment processors. A third party may at any time and without notice suspend, restrict, reprice, change, or revoke your access or ours, or change its terms or its permitted uses. If that happens, we may immediately disable, limit, or change the affected source or feature, for you or for everyone, without notice. Doing so is not a breach of these Terms, does not entitle you to a refund, credit, or damages, and does not relieve you of your payment obligations for the remainder of your term. We will tell you when a feature you use is affected.

35.3 Material reduction and discontinuation

If we permanently discontinue a paid product you subscribe to, or permanently remove a feature that we described as a core part of your plan at the time you bought it, we will give you at least thirty (30) days' notice by email and you may cancel the affected subscription. Your sole and exclusive remedy in that case is a pro-rata refund of the prepaid fees for the unused remainder of your then-current term.

35.4 Beta and early access

Some features are offered as beta, preview, early access, pilot, or experimental. Those features are provided AS IS and AS AVAILABLE for evaluation only, may be incomplete, unstable, or inaccurate, may change or be withdrawn at any time without notice, are not covered by any support commitment, guarantee, or service level, and may be governed by additional terms we present when you enable them. Do not use a beta feature for anything your business cannot afford to have fail. Information about an unreleased feature is our confidential information and you will not disclose it. Section 19.0 applies to beta features without exception.

36.0 GTM Engineer and Prospect Data

This Section applies when you use Audience Plays, GTM Engineer, or related prospecting and outreach features. It supplements Sections 11.6, 17.0, and 24.0. Our handling of Prospect Data is described in the Privacy Policy.

36.1 Product scope

At your direction, Noli may obtain professional, business-contact, and supported public consumer-demand information from approved public sources and contracted data services, organize it inside your organization, evaluate it against criteria you provide, and prepare outreach or participation guidance for your review. Consumer-demand results can include public communities, forums, groups, posts, threads, events, creator audiences, and visible activity or engagement. A public author, organizer, or participant may appear as secondary context when the exact source supports it. Automated email is limited to supported United States business-to-business use. A supported consumer workflow may provide a public destination, evidence, a recommended manual action, and draft copy that you personally review and use outside Noli. Consumer email, text, calls, direct messages, follows, event registration, posting, and commenting are never automated. Non-US automated outreach, regulated eligibility decisions, sensitive or minor-related targeting, and automated professional-social messaging are outside the supported scope.

When you run a search, a sourcing job, or an enrichment operation, you are instructing the Company to obtain information from the public sources and contracted data services you have selected, on your behalf and for your purposes, and the Company acts as your agent and service provider in doing so. You are the controller and the business with respect to Prospect Data obtained on your instruction. You represent that you have a lawful basis and a legitimate business purpose for each instruction you give, that your instruction does not require the Company to breach any third party's terms of service or any law, and that you will not instruct the Company to obtain information from a source you know or should know prohibits it. The Company may refuse, limit, or stop any sourcing instruction for any reason, including to protect its relationship with a provider or platform.

36.2 Permitted use

You may use Prospect Data only for your own good-faith business development and the customer relationships that result. You may not sell, rent, syndicate, publish, or independently monetize Prospect Data; use it for behavioral advertising or an unrelated consumer audience; use it to train an AI model; use it for credit, employment, insurance, housing, or tenant-screening decisions; or circumvent source-platform terms, suppression controls, usage limits, or applicable law.

Consumer Prospect Data may be used only for a directly relevant, non-sensitive offer and only through the manual workflow. You must review the source evidence, public destination, venue or community rules, draft copy, and local requirements before participating or deciding whether to contact a person. You may not misrepresent your identity or relationship to a community, use deceptive engagement, or treat public membership, a reaction, or attendance as consent. You may not upload consumer leads into an automated email, calling, texting, or social-messaging system, or use another service to automate joining, following, registering, posting, or commenting on Noli's results.

36.3 You are the sender

Email is sent from a mailbox you own or are authorized to use. You are the sender of record. You must accurately identify yourself and your business, use truthful headers and subject lines, review the exact recipients and message content before approval, and honor unsubscribe, removal, complaint, and other stop requests.

You may research and qualify prospects without a postal address. Before approving or sending a commercial email, you must add and maintain the sender's valid physical postal address in your GTM workspace. Noli binds that address, recipient, sender identity, content, and footer to the approved campaign version. You may use a current street address, a registered post office box, or a registered private mailbox when it is valid for the sender. You must update the address before approving new outreach if it changes.

36.4 Approval, safety, and delivery controls

A human authorized on your account must approve the exact campaign version before email can be scheduled. Noli applies customer-configured and platform-enforced sending caps, suppression checks, stop-on-reply controls, unsubscribe handling, and mailbox-health protections. Noli may delay, reduce, pause, or stop sending to protect recipients, deliverability, connected accounts, or the Platform. These controls do not transfer your legal responsibilities to Noli, and Noli does not guarantee delivery, inbox placement, replies, or business results.

A consumer draft is a reviewable work product, not a send job. Noli may record that you copied a draft or opened its public source so the workspace can resume your review, but does not claim that the message was sent or that the recipient was contacted.

36.5 Usage-based tokens and third-party costs

Paid AI and data-provider operations consume the same monthly token pool as the rest of the Platform; there is no separate balance. Before a paid sourcing, enrichment, verification, or similar provider operation runs, Noli presents or computes a bounded maximum, reserves the required tokens, and refuses the provider call when sufficient tokens are not available. After the operation, Noli reconciles the reservation to observed usage and releases any unused amount. Provider costs may include a platform multiplier disclosed in the quote. An idempotency key prevents a retry from charging the same operation twice. Operations with an ambiguous provider outcome can remain held for evidence-based reconciliation rather than being guessed as free or charged.

Anonymous Audience Plays generation is a Noli-funded marketing service and does not consume a visitor's token allowance. If a report is imported into an authenticated GTM workspace, later AI and provider operations are metered under that customer's plan.

36.6 Accuracy, source availability, and retention

Prospect Data and AI output are provided as available and may be incomplete, inaccurate, stale, mismatched, or unavailable. You must review the evidence and verify information before relying on it or contacting a person. Provider availability, pricing, coverage, and source rights can change. Noli may disable a source or capability when its contract, price, technical behavior, or permitted use cannot be verified.

Never-promoted prospect records receive a 90-day retention deadline. Manual consumer message drafts receive a 30-day retention deadline. Records kept as customer contacts or durable outreach history follow the applicable workspace-retention rules. Noli may delete Prospect Data, stop pending outreach, and retain a one-way suppression hash to honor an opt-out or privacy request across customer organizations. A person can submit a matching business email address or exact public LinkedIn profile URL through the public removal form.

36.7 Suspension and termination

A violation of this Section is a material breach. Noli may suspend GTM access, disconnect sending capability, stop outreach, or delete Prospect Data in response to abuse, a credible complaint, legal or provider requirements, or an attempt to bypass product controls.

36.8 Not a Consumer Reporting Agency

The Company is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. 1681 and following, or by any analogous state law. Prospect Data, lead scores, fit assessments, enrichment results, and all other output of Audience Plays and the GTM Engineer are not consumer reports, investigative consumer reports, or consumer credit information, are not collected or assembled for any purpose listed in 15 U.S.C. 1681b, and are not intended to be used and may not be used, in whole or in part, as a factor in establishing an individual's eligibility for credit, insurance, employment, promotion, reassignment, retention, housing, tenancy, government benefits or licenses, or for any other purpose covered by the Fair Credit Reporting Act. You certify that you will not use them for any such purpose, and that certification is a material term of these Terms. If you need consumer report information, obtain it from a consumer reporting agency under an appropriate permissible-purpose agreement.

36.9 Outreach Compliance Representations and Indemnity

You represent, warrant, and covenant, on each occasion you approve, schedule, or send outreach, that: (a) every commercial email you send through or with the assistance of the Platform complies with the CAN-SPAM Act, 15 U.S.C. 7701 and following, and its implementing regulations, including accurate header and routing information, a non-deceptive subject line, a clear identification of the message as an advertisement where required, a valid physical postal address, a working opt-out mechanism, and honoring opt-outs within ten (10) business days; (b) you will not send any call, text message, prerecorded or artificial voice message, or other communication that requires prior express consent or prior express written consent under the Telephone Consumer Protection Act, 47 U.S.C. 227, its implementing rules, or any state telephone solicitation, automated dialing, or recording statute, unless you hold and can document that consent, and you will scrub against the national and any applicable state do-not-call registries and maintain your own internal do-not-call list; (c) you will obtain any consent required by state all-party consent recording laws before enabling call recording; (d) you will not use the Platform to send outreach to any person you know or reasonably should know is located in the European Economic Area, the United Kingdom, Canada, or any other jurisdiction whose law requires a legal basis or consent you do not hold, and you accept sole responsibility under the General Data Protection Regulation, the UK GDPR, the Privacy and Electronic Communications Regulations, and Canada's Anti-Spam Legislation if you do; (e) you are the sender, the caller, and the data controller for all such outreach, and the Company acts solely on your instructions as your service provider and processor; and (f) you will honor every opt-out, unsubscribe, stop, removal, and privacy request you receive, promptly and across every channel.

You will defend, indemnify, and hold harmless the Noli Parties from and against every claim, proceeding, investigation, fine, penalty, settlement, judgment, and cost, including reasonable attorney fees, arising out of or relating to any outreach you approve, send, or cause to be sent, or to any breach of this Section 36.9, on the terms set out in Section 17.0. This obligation is not subject to the cap in Section 19.0.

37.0 AI Receptionist, Calling, and Texting

This Section applies when you add the AI Receptionist or use any Noli feature that places or answers calls or sends or receives text messages on your behalf.

37.1 What the line is

The Company provisions a phone number for your workspace through a third-party telephony provider and operates an AI agent on it. You are granted the right to use that number while your add-on is active. You do not acquire ownership of the number, the Company may release it after your add-on ends, and the Company does not currently offer to transfer the number to you or to another provider. The line is not a replacement for a telephone service: it is not designed to reach emergency services, and you must not present it as a way to contact 911 or any emergency line.

37.2 Disclosure, recording, and consent

The receptionist identifies itself as AI at the start of every call and text conversation, and you may not configure it to claim to be a person. Call recording is off unless you enable it; if you enable it, callers are told at the start of the call, and you are responsible for confirming that recording with that disclosure is lawful everywhere you and your callers are located, including states that require every party's consent. You are responsible for any consent required before you or your agent sends a text message to a person, for honoring stop requests, and for the content of every approved answer, reference, and playbook you give the receptionist.

37.3 Carrier registration

United States carriers require a business and messaging-campaign registration before a number can send custom two-way text messages. The Company prepares and tracks that filing, but the authorized owner of your business must review and submit it, and every statement in it is yours. Registration decisions, timing, and fees are set by the carriers and their registrar, not by the Company, and the Company does not guarantee approval or any particular delivery rate.

37.4 Usage and limits

The add-on includes the voice minutes and text exchanges stated at purchase; usage beyond them is billed at the published rates, and texting carries a one-time carrier activation charge. The Company may pause a line that exceeds a cap you set, that receives credible complaints, or that a carrier or provider requires it to pause. The Company does not guarantee that every call will be answered, every appointment booked correctly, or every message delivered.

38.0 Real Estate Tools

38.1 You are the licensed professional

Property Analysis, Listing Presentations, and the other real estate tools support a broker price opinion or comparative market analysis workflow prepared by you. They are not an appraisal, do not produce one, and are not a substitute for a licensed appraiser where the law or a lender requires one. You are responsible for confirming every fact, comparable sale, adjustment, and disclosure; for complying with your state's licensing, advertising, disclosure, and fair housing requirements and your brokerage's policies; and for every conclusion in a report or presentation that carries your name. Public record data may be incomplete or out of date, and the Company does not license or provide multiple listing service data.

38.2 Fair housing

You may not use the Platform to make, generate, or target any statement, advertisement, or audience in a way that discriminates on the basis of race, color, religion, sex, familial status, national origin, disability, or any other characteristic protected by federal, state, or local fair housing law.

38.3 Neighborhood claims

A Noli RE plan includes the right to claim one neighborhood, and you may add more as an add-on. While you hold a claim, the Company will not run the neighborhood guides, market reports, or farming features of the Platform for that same neighborhood on behalf of another Noli customer. A claim is granted to the first customer to complete it, is limited to the neighborhood boundaries the Company recognizes, and is not a promise of leads, listings, transactions, or any particular result. If you release a claim, or your subscription or add-on lapses or is terminated, the neighborhood reopens to other customers after a seven-day grace period, during which you may reclaim it. The Company may resolve any dispute about a claim in its reasonable discretion, including by correcting a boundary or a duplicate, and may decline or limit claims to keep the feature fair.

39.0 Your Customers, Your Payments, and Hosted Content

39.1 You are the merchant

The Platform lets you sell to your own customers, for example through payments, courses, funnels, forms, and landing pages in Noli CRM, using a payment account that you connect. Every sale is between you and your customer. You are the merchant of record, and you are responsible for your product, pricing, delivery, taxes, refunds, chargebacks, consumer protection compliance, and the terms and privacy notice you give your own customers. The Company is not a party to those transactions and provides no warranty about them.

39.2 Content you host with us

Pages, courses, files, and messages you publish through the Platform are your User Content. The Company may remove or disable access to content that it reasonably believes violates these Terms or the law, and may respond to a notice from a rights holder by removing the material and notifying you. If you believe content on the Platform infringes your copyright, send a notice under the Digital Millennium Copyright Act to our designated agent, registered with the U.S. Copyright Office:

Legal Department, Noli LLC
30 N Gould St, Ste 100
Sheridan, WY 82801
legal@noliai.com

Your notice must identify the copyrighted work, the location of the material on the Platform, your contact details, a statement of good-faith belief that the use is not authorized, a statement under penalty of perjury that the information is accurate and that you are authorized to act for the owner, and your physical or electronic signature. We will remove or disable access to the material and notify the user who posted it, who may send a counter-notice to the same address. Repeat infringers will have their accounts terminated.

A counter-notice must include your physical or electronic signature, identification of the material removed and the location where it appeared before removal, a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification, your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside the United States, to the jurisdiction of the federal district court for the District of Wyoming, and that you will accept service of process from the person who submitted the notice. If we receive a valid counter-notice we will forward it to the complaining party and may restore the material in ten (10) to fourteen (14) business days unless we first receive notice that the complaining party has filed an action seeking a court order to restrain the activity.

40.0 Teams and Organizations

A multi-seat plan creates an organization. The person who creates it is its owner; the owner and any admins manage seats, billing, and membership, and may add or remove members at any time. By joining an organization you agree that its owner and admins may access, export, share, and delete the content held in that organization's shared workspaces, and that content you share with the organization remains available to it after you leave. The owner is responsible for the organization's compliance with these Terms, including the conduct of its members and of any agent or tool a member connects, and for all fees the organization incurs. Removing a member ends their access immediately; it does not remove content they contributed to shared workspaces.

41.0 Feedback

If you send us ideas, suggestions, feature requests, or other feedback about the Platform, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you, and you agree that it is not confidential.

© 2026 Noli LLC. All rights reserved. Noli AI is a product offered by Noli LLC.

42.0 Confidentiality

“Confidential Information” means non-public information one party discloses to the other in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential, including the Company's agent prompts, skills, memory schema, orchestration logic, models and model configuration, security practices, unreleased features, roadmap, and any pricing not published on the Site, and including your User Content when disclosed to the Company. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisers who need it and are bound by confidentiality obligations at least as protective. These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information if legally compelled, after giving the other party prompt notice where lawful and reasonable cooperation in seeking protective treatment. These obligations survive for three (3) years after termination, and indefinitely for trade secrets.