Terms of Service

NOAL AI TERMS OF SERVICE
Last Updated: March 9, 2026

These Terms of Service ("Agreement") are a legally binding contract between NOAL AI, INC. ("Provider") and the legal entity or individual ("Subscriber" or "Customer") accessing or using the NOAL AI product suite (the "Services"). By executing an Order Form, creating an account, or accessing the Services, Subscriber agrees to be bound by this Agreement.

1. SCOPE OF SERVICES & ACCESS
   1.1 Provision of Services. Provider shall make the NOAL AI suite available to Subscriber pursuant to this Agreement. Services include AI-driven real estate underwriting, portfolio management, and financial forecasting tools.
   1.2 Entity-Level Binding. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, that individual represents they have the authority to bind such entity to these terms.
   1.3 Authorized Users. Subscriber may designate individual employees, consultants, or contractors ("Authorized Users") to access the Services. Subscriber is responsible for all activity occurring under its account and shall ensure Authorized Users comply with this Agreement.
   1.4 Individual Acknowledgement. Every Authorized User is required to review and electronically acknowledge these Terms of Service upon their initial onboarding to the NOAL AI platform.

2. FEES & PAYMENT
   2.1 Subscription Fees. Subscriber shall pay all fees specified in the applicable Order Form or as displayed on the noal.ai billing page.
   2.2 Usage Limits (Tokens). Access to certain AI features is governed by "Token Usage" quotas. Exceeding these quotas may result in additional charges or service throttling.
   2.3 Late Payments. Per Ohio Revised Code (ORC) § 1343.03, late payments shall bear interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. INTELLECTUAL PROPERTY & DATA
   3.1 Ownership of Services. Provider retains all rights, title, and interest in and to the NOAL AI platform, including all algorithms, source code, and AI model weights.
   3.2 Subscriber Data. Subscriber retains ownership of all data uploaded to the platform (e.g., T12s, Rent Rolls). Subscriber grants Provider a limited, non-exclusive license to process such data solely to provide the Services.
   3.3 AI Outputs. Subject to Subscriber's payment of fees, Provider hereby assigns to Subscriber all right, title, and interest in and to the specific outputs (e.g., generated proformas, underwriting reports) produced by the AI based on Subscriber’s data.

4. LIMITATION OF LIABILITY
   4.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   4.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER OHIO LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
   4.3 Unconditional Shield for Uncontrollable Events (Force Majeure).
   (a) General Exclusion: Notwithstanding any other provision, Provider shall have no liability—unconditionally and without limit—for any data breach, service interruption, or loss of Subscriber Data caused by events outside of Provider's reasonable control.
   (b) Scope: Such events include, but are not limited to: Acts of God (natural disasters), terrorism, cyber-warfare (including state-sponsored attacks), ransomware, zero-day exploits, large-scale utility/internet infrastructure failure, and mandatory government or agency access/seizure of data.
   (c) No Liability for Third-Party Breach: Provider shall not be liable for breaches occurring at the sub-processor level (e.g., AWS, OpenAI, or Stripe) provided that Provider has maintained commercially reasonable security standards.
   4.4 Exclusion of Damages. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, REGARDLESS OF THE LEGAL THEORY.

5. INDEMNIFICATION
   5.1 By Subscriber. Subscriber shall indemnify and hold harmless Provider from any claims arising out of Subscriber’s Data or use of the Services in violation of law or third-party rights.
   5.2 Procedures. Indemnification is subject to the provisions of ORC § 1729.031, requiring prompt written notice and control of the defense by the indemnifying party.

6. GOVERNING LAW & VENUE
   6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles.
   6.2 Venue. THE PARTIES AGREE THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED EXCLUSIVELY IN THE FRANKLIN COUNTY COURT OF COMMON PLEAS OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO (EASTERN DIVISION) LOCATED IN COLUMBUS, OHIO. THE PARTIES IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS.

7. TERM & TERMINATION
   7.1 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches these terms and fails to cure such breach within thirty (30) days of notice.
   7.2 Data Export. Upon termination, Subscriber shall have thirty (30) days to export its Subscriber Data from the platform before it is permanently deleted.

ELECTRONIC SIGNATURE & ACKNOWLEDGEMENT
By clicking "I Agree" or by accessing the NOAL AI product suite, you acknowledge that you have read, understood, and agree to be bound by this Agreement.