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Terms of Service

Version 2026-07-14 · Effective 7/14/2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE (THE “TERMS” OR THIS “AGREEMENT”) FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NOAL AI, INC. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, A CLASS-ACTION WAIVER, A JURY-TRIAL WAIVER, AN AS-IS DISCLAIMER OF WARRANTIES, AND LIMITATIONS ON LIABILITY (INCLUDING AN UNCONDITIONAL FORCE-MAJEURE SHIELD), EACH OF WHICH AFFECTS YOUR LEGAL RIGHTS. BY EXECUTING AN ORDER FORM, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

These Terms of Service (this “Agreement”) are entered into by and between NOAL AI, Inc., a Delaware corporation with its principal place of business at 175 S. 3rd Street, Suite 200, Columbus, Ohio 43215 (“NOAL AI,” the “Provider,” “we,” “us,” or “our”), and the individual or legal entity that executes an Order Form, registers for, accesses, or uses the Services (the “Subscriber,” “Customer,” “you,” or “your”). NOAL AI and the Subscriber are each a “Party” and together the “Parties.”

This Agreement governs your access to and use of (a) the websites operated by NOAL AI at noal.ai and its subdomains (the “Site”); (b) the NOAL AI software-as-a-service product suite, including the NOAL AI Dashboard, application programming interfaces, mobile applications, integrations, and related AI-driven real estate underwriting, portfolio management, financial forecasting, loan analysis, return analysis, and acquisition-and-finance tools (collectively, the “Services”). The Services are intended solely for use by sophisticated institutional investors, financial professionals, and their authorized personnel in connection with their business activities. The Services are not intended for, and are not made available to, consumers, the general public, or any person located in a jurisdiction in which the Services are prohibited.

By clicking “I Agree,” executing an Order Form, registering for an account, accessing the Site, or otherwise using the Services, you (a) accept this Agreement; (b) represent that you are of legal age to form a binding contract; (c) represent that you have the authority to bind any entity on whose behalf you act; and (d) acknowledge that this Agreement supersedes any prior agreement between you and NOAL AI regarding the subject matter hereof. If you are accepting this Agreement on behalf of an entity, the terms “you,” “Subscriber,” and “Customer” refer to that entity and to the individual accepting on its behalf, jointly and severally.

Definitions
Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in this Section 1.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting equity or the power to direct the management and policies of such entity.

“Authorized User” means an individual employee, consultant, or contractor of Subscriber who is identified by Subscriber as authorized to access and use the Services through a unique set of login credentials issued by or on behalf of Subscriber, and for whose acts and omissions Subscriber is fully responsible.

“Documentation” means the user manuals, online help files, technical materials, and other documentation made available by NOAL AI describing the use, operation, or functionality of the Services, as may be updated by NOAL AI from time to time.

“Fees” means the subscription fees, Token Usage charges, overage charges, transaction fees, professional-services fees, and other amounts payable by Subscriber for the Services, as set forth in an Order Form, online checkout, invoice, or pricing page in effect at the time of subscription or renewal.

“Generated Output” means the underwriting analyses, loan analyses, return analyses, valuations, models, generated proformas, underwriting reports, “Buy, Hold, or Sell” recommendations, submarket benchmarks, summaries, reports, scoring, projections, suggestions, text, charts, calculations, and other outputs generated, produced, or returned by the Services, including by any artificial-intelligence, machine-learning, or large-language-model component thereof, in response to or based on Subscriber Data, prompts, instructions, or other inputs.

“Order Form” means an ordering document, online order, statement of work, or electronic checkout transaction executed or accepted by Subscriber that references this Agreement and identifies the Services subscribed to, the term, the Fees, the Token Usage entitlements, and any service-level or other Service-specific terms.

“Subscriber Data” means all data, documents, files, financial information, deal materials, T12 statements, rent rolls, loan documents, leases, appraisals, operating statements, offering memoranda, Waterfall Configurations, and other information or content that Subscriber or any Authorized User submits to, uploads to, or processes through the Services.

“Subscription Term” means the initial subscription term and any renewal term identified in an Order Form or otherwise applicable to Subscriber’s use of the Services.

“Third-Party Materials” means any software, content, data, services, or other materials owned or provided by a third party that may be integrated with, accessible through, or used in connection with the Services, including third-party AI models and large language model APIs, market-data feeds, payment processors, identity providers, and cloud-infrastructure providers.

“Token Usage” means the unit of measure used by NOAL AI to allocate, meter, and bill for Subscriber’s use of certain AI features of the Services, as further described on the noal.ai billing page or in the applicable Order Form.

Scope of Services; Access; Authorized Users

2.1 Provision of Services. Subject to Subscriber’s timely payment of all Fees and ongoing compliance with this Agreement and any applicable Order Form, NOAL AI shall make the NOAL AI product suite available to Subscriber during the Subscription Term in accordance with this Agreement and the Documentation. The Services include AI-driven real estate underwriting, portfolio management, financial forecasting, and related analytical tools.

2.2 Entity-Level Binding. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind such entity to this Agreement, and “Subscriber” refers to that entity and to the individual accepting on its behalf, jointly and severally.

2.3 Authorized Users. Subscriber may designate Authorized Users to access the Services in accordance with this Agreement, the applicable Order Form, and any seat or user limits. Subscriber is solely responsible for (a) ensuring that each Authorized User complies with this Agreement; (b) all acts and omissions of its Authorized Users in connection with the Services; (c) maintaining the confidentiality of all login credentials, application keys, and other authentication materials; and (d) all activity occurring under its account.

2.4 Individual Acknowledgement. Every Authorized User is required to review and electronically acknowledge this Agreement upon their initial onboarding to the NOAL AI platform. Subscriber shall ensure that no individual accesses the Services until such acknowledgement has been completed. Failure to obtain such acknowledgement does not relieve Subscriber or any Authorized User of any obligation under this Agreement.

2.5 No Sharing of Credentials. Each set of credentials may be used by only one individual. Subscriber shall not, and shall not permit any Authorized User to, share, transfer, or otherwise make available any credentials to any other person. NOAL AI may suspend or terminate any account that, in NOAL AI’s reasonable judgment, is being used in violation of this Section 2.5.

2.6 Eligibility. The Services are offered only to (a) individuals who are at least eighteen (18) years of age and use the Services in the course of a business, trade, or profession involving institutional investing, finance, real estate, or related professional activities; and (b) legal entities duly organized and in good standing under the laws of their jurisdiction of formation. By using the Services, you represent and warrant that you satisfy these eligibility criteria, that you are not a competitor of NOAL AI, that you are not accessing the Services for benchmarking or competitive-analysis purposes, that you are not located in or a national of any jurisdiction subject to a U.S. Government embargo, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

2.7 Registration; Accuracy. To access the Services, you must register for an account by providing accurate, current, and complete information requested by NOAL AI, and you must maintain such information in an accurate, current, and complete state. NOAL AI may, in its sole discretion, refuse registration, suspend access, or terminate any account at any time.

Fees and Payment

3.1 Subscription Fees. Subscriber shall pay all Fees specified in the applicable Order Form or as displayed on the noal.ai billing page. Except as expressly set forth in this Agreement, all Fees are non-cancellable and all payments are non-refundable.

3.2 Token Usage Quotas; Throttling. Access to certain AI features is governed by Token Usage quotas. Exceeding the applicable Token Usage quota may result in additional charges (at the then-current overage rate displayed on the noal.ai billing page), feature throttling, or temporary suspension of the affected AI features, in each case as NOAL AI determines in its reasonable discretion.

3.3 Payment Terms. Unless otherwise specified in an Order Form, Fees are due in advance and payable upon receipt of invoice or through the payment method on file. Subscriber authorizes NOAL AI (and its third-party payment processors, including Stripe, Inc.) to charge Subscriber’s designated payment method for all Fees as they become due. Subscriber is responsible for providing, maintaining, and updating valid payment information.

3.4 Late Payments. Late payments shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. NOAL AI may suspend the Services in whole or in part for any past-due amount upon notice to Subscriber, without prejudice to any other right or remedy.

3.5 Taxes. Fees are exclusive of all sales, use, value-added, excise, withholding, services, and similar taxes, duties, and assessments (collectively, “Taxes”), other than taxes imposed on NOAL AI’s net income. Subscriber is responsible for all Taxes associated with its purchase and use of the Services. If NOAL AI is legally required to collect Taxes, NOAL AI will invoice Subscriber for, and Subscriber shall promptly pay, such Taxes.

3.6 Disputed Charges. Subscriber must dispute any Fee in writing within thirty (30) days after the date of the invoice; otherwise, the charge is deemed accepted and final, and Subscriber waives any right to dispute it. Disputed amounts must be paid timely, and refunds (if any) will be issued only after resolution.

3.7 Price Changes. NOAL AI may modify its Fees at any time, effective upon the start of the next renewal term, by providing notice via the Site, email, or the in-Service interface at least thirty (30) days before the renewal date.

Intellectual Property and Data

4.1 Ownership of Services. As between the Parties, NOAL AI and its licensors retain all rights, title, and interest in and to the NOAL AI platform, the Services, the Site, the Documentation, the underlying software, the algorithms, the source code, the AI model weights and parameters, the user interfaces, the look and feel, all Aggregated Data, all Feedback, and all improvements, modifications, derivative works, and intellectual-property rights in or relating to any of the foregoing. Except for the limited rights expressly granted in this Agreement, no right, title, license, or interest in or to any of the foregoing is granted to Subscriber, whether by implication, estoppel, exhaustion, statute, or otherwise.

4.2 Subscriber Data. Subscriber retains ownership of all Subscriber Data uploaded to the platform (e.g., T12s, rent rolls, loan documents, Waterfall Configurations). Subscriber hereby grants NOAL AI and its Affiliates and authorized subprocessors a worldwide, royalty-free, fully paid-up, non-exclusive license to access, host, copy, store, transmit, display, process, analyze, modify, and otherwise use the Subscriber Data (a) to provide, secure, maintain, and improve the Services for Subscriber; (b) to generate Generated Output for Subscriber; (c) to comply with applicable law, legal process, or governmental request; and (d) to create and use de-identified, aggregated, or anonymized data derived from Subscriber Data that does not identify Subscriber or any individual (“Aggregated Data”), which NOAL AI may use for any lawful purpose, including for product development, analytics, research, benchmarking (including submarket benchmarks), and marketing. As between the Parties, all Aggregated Data is owned by NOAL AI.

4.3 AI Outputs. Subject to Subscriber’s payment of all Fees and ongoing compliance with this Agreement, and subject to NOAL AI’s and its licensors’ retained rights in the Services, the underlying models, and pre-existing materials, NOAL AI hereby assigns to Subscriber all right, title, and interest that NOAL AI may have, if any, in and to the specific Generated Output (e.g., generated proformas, underwriting reports) produced by the AI based on Subscriber’s inputs. Subscriber acknowledges that (a) Generated Output may not be eligible for copyright or other intellectual-property protection under applicable law; (b) other users of the Services may receive substantially similar or identical Generated Output in response to similar prompts or inputs, and NOAL AI makes no representation that any Generated Output is unique to Subscriber; and (c) Subscriber is solely responsible for ensuring that its use of Generated Output does not infringe any third-party rights.

4.4 Feedback. If Subscriber or any Authorized User submits comments, ideas, suggestions, recommendations, or other feedback regarding the Services (collectively, “Feedback”), Subscriber hereby irrevocably assigns to NOAL AI all right, title, and interest in and to the Feedback, including all intellectual-property rights therein, and Subscriber waives all moral rights therein. NOAL AI may use Feedback for any purpose without restriction, attribution, or compensation.

4.5 Modifications to the Services. NOAL AI may, at any time and in its sole discretion, modify, update, supplement, suspend, discontinue, or replace any feature, function, or component of the Services, the Documentation, or the Site, with or without notice. NOAL AI will not be liable to Subscriber or to any third party for any modification, suspension, or discontinuation, provided that NOAL AI shall not materially diminish the core functionality of the Services for the then-current paid Subscription Term.

4.6 Trademarks. “NOAL AI,” the NOAL AI logo, and other names, marks, and logos of NOAL AI are trademarks of NOAL AI and may not be used without NOAL AI’s prior written consent. All other names, marks, and logos appearing in the Services are the property of their respective owners.

Acceptable Use; Restrictions
Subscriber shall not, and shall not permit any Authorized User or other third party to, directly or indirectly:
access or use the Services except as expressly authorized by this Agreement and the Documentation;
copy, reproduce, distribute, publish, display, perform, modify, translate, create derivative works of, or otherwise exploit the Services, the Documentation, or any portion thereof;
rent, lease, lend, sell, sublicense, assign, time-share, host as a service bureau, or otherwise make the Services available to any third party other than Authorized Users;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code, underlying ideas, algorithms, models, model weights, training data, file formats, programming interfaces, or non-public aspects of the Services, except to the limited extent expressly permitted by applicable law notwithstanding this restriction;
use the Services or Generated Output to train, fine-tune, evaluate, calibrate, or develop any artificial-intelligence model, machine-learning system, large-language model, or competitive product or service;
circumvent, disable, interfere with, or attempt to circumvent any authentication, security, rate-limiting, Token Usage, access-control, or other technical or contractual measure of the Services;
introduce or transmit any virus, worm, trojan horse, time bomb, drop dead device, malware, ransomware, or other harmful or malicious code into the Services;
use the Services in any manner that could damage, disable, overburden, or impair the Services, the underlying networks, or any other person’s use or enjoyment of the Services, including through any form of scraping, crawling, data harvesting, or automated data extraction not expressly authorized in writing by NOAL AI;
use the Services to generate, store, send, or process any content that is unlawful, infringing, defamatory, obscene, harassing, deceptive, fraudulent, or that violates the privacy or publicity rights of any person;
use the Services in violation of any applicable law, rule, or regulation, including those relating to securities, banking, lending, fair-lending, anti-discrimination, fair-housing, consumer financial protection, anti-money laundering, sanctions, export control, privacy, and data protection;
upload, submit, or process through the Services any data that Subscriber does not have all necessary rights, consents, and authorizations to provide for processing under this Agreement;
upload, submit, or process through the Services any “protected health information” within the meaning of the Health Insurance Portability and Accountability Act, any “payment card data” within the meaning of the Payment Card Industry Data Security Standard, any biometric identifiers, any government-issued identification numbers (other than employer identification numbers used solely to identify Subscriber entities or its borrowers/counterparties for legitimate underwriting purposes), or any other category of sensitive personal information that NOAL AI has notified Subscriber that the Services are not designed to receive;
remove, alter, or obscure any proprietary, copyright, trademark, or other notice contained in the Services, the Documentation, or any Generated Output; or
encourage, facilitate, or assist any third party to do any of the foregoing.
Artificial Intelligence; Generated Output; No Investment, Legal, Tax, or Financial Advice

6.1 Nature of the Services. Subscriber acknowledges and agrees that the Services incorporate artificial-intelligence, machine-learning, large-language-model, and generative technologies (including, without limitation, third-party LLM APIs), that such technologies are probabilistic and non-deterministic, and that Generated Output may contain errors, omissions, inaccuracies, biases, fabrications, hallucinations, outdated information, or results that are unsuitable for any particular purpose. Generated Output is generated automatically based on the inputs provided and the statistical patterns of the underlying models, and similar prompts or inputs may produce materially different Generated Output.

6.2 No Reliance. Generated Output—including all underwriting analyses, proformas, loan analyses, return analyses, valuations, submarket benchmarks, and “Buy, Hold, or Sell” recommendations—is provided for informational and decision-support purposes only and must not be relied upon as the sole basis for any investment, lending, credit, underwriting, valuation, acquisition, financing, accounting, tax, legal, regulatory, or other decision. Subscriber is solely responsible for independently evaluating, verifying, and validating all Generated Output, for exercising professional judgment, and for engaging qualified human professionals (including legal, tax, accounting, and financial advisors) before taking any action based in whole or in part on Generated Output. Subscriber assumes all risk arising from its use of Generated Output.

6.3 No Investment, Legal, Tax, or Financial Advice. NOAL AI is not a broker-dealer, investment adviser, investment company, bank, lender, mortgage originator, real-estate broker, appraiser, accountant, tax preparer, law firm, or financial planner, and NOAL AI is not registered with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, or any state securities, banking, insurance, or real-estate regulator. Nothing in the Services, the Generated Output, the Site, or any communication from NOAL AI constitutes (a) investment, legal, tax, accounting, regulatory, real-estate brokerage, or financial advice; (b) a recommendation to buy, sell, hold, finance, or originate any security, loan, mortgage, real estate, or other asset; (c) an offer to sell or the solicitation of an offer to buy any security or other financial product; (d) a fairness opinion or appraisal; or (e) a fiduciary relationship between NOAL AI and any user, and no fiduciary duty is owed to Subscriber by NOAL AI.

6.4 Subscriber Responsibility. Subscriber is solely responsible for (a) the content, accuracy, and legality of all Subscriber Data; (b) the use of and decisions made by Subscriber or any third party based in whole or in part on Generated Output; and (c) ensuring that its use of the Services and Generated Output complies with all applicable laws, rules, regulations, professional standards, and internal policies, including those governing investment advice, fair lending, fair housing, anti-discrimination, equal credit opportunity, suitability, best execution, model risk management, and recordkeeping.

Privacy; Security

7.1 Privacy Policy; Subprocessor List; Cookie Policy. NOAL AI’s collection, use, and disclosure of personal information are governed by the NOAL AI Data Privacy Policy, the NOAL AI Cookie Policy, and the NOAL AI Sub-Processor List (collectively, the “Privacy Documents”), each available at noal.ai, as updated from time to time, which are incorporated into this Agreement by reference.

7.2 Security. NOAL AI implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, disclosure, alteration, or destruction, including encryption of data at rest (AES-256) and in transit (TLS 1.2 or higher) and strict internal access controls. Notwithstanding the foregoing, no system or method of transmission over the Internet is completely secure, and NOAL AI does not warrant that Subscriber Data will never be accessed, used, disclosed, altered, or destroyed without authorization.

7.3 Backup; Data Retention. Subscriber is responsible for maintaining its own backup copies of Subscriber Data outside the Services. Without limiting Section 9.4, Subscriber Data will be retained in active production systems for the duration of the Subscription Term and, following termination, in accordance with the retention schedule set forth in this Agreement and the Privacy Documents.

Third-Party Materials; Integrations
The Services may interoperate with, link to, or otherwise rely on Third-Party Materials, including third-party LLM API providers (such as OpenAI, Anthropic, and Google), cloud-infrastructure providers (such as Amazon Web Services), payment processors (such as Stripe), authentication providers, and market-data sources. Third-Party Materials are provided for Subscriber’s convenience and are not under NOAL AI’s control. NOAL AI does not endorse, sponsor, or assume any responsibility for Third-Party Materials, and access to or use of Third-Party Materials is subject to the terms and privacy policies of the applicable third party. NOAL AI disclaims all liability arising out of or relating to Third-Party Materials, including any inaccuracy, unavailability, modification, or discontinuation thereof. If Subscriber enables, integrates, or uses any Third-Party Material with the Services, Subscriber authorizes NOAL AI to share Subscriber Data with such Third-Party Material to the extent necessary to provide the integration, and Subscriber acknowledges that NOAL AI shall not be liable for any subsequent use, disclosure, or processing of such Subscriber Data by the applicable third party that is beyond NOAL AI's reasonable control.
Limitation of Liability

9.1 DISCLAIMER OF WARRANTIES. THE SERVICES, THE SITE, THE DOCUMENTATION, THE GENERATED OUTPUT, AND ALL OTHER MATERIALS, PRODUCTS, AND SERVICES MADE AVAILABLE BY OR ON BEHALF OF NOAL AI ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOAL AI, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOAL AI DOES NOT WARRANT THAT (A) THE SERVICES OR GENERATED OUTPUT WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DEFECTS WILL BE CORRECTED; (D) THE SERVICES OR GENERATED OUTPUT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (E) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THAT THE GENERATED OUTPUT IS FREE OF BIAS, FREE OF HALLUCINATIONS, FIT FOR ANY UNDERWRITING, LENDING, INVESTMENT, ACQUISITION, VALUATION, REGULATORY, OR FIDUCIARY PURPOSE, OR COMPLIANT WITH ANY MODEL-RISK-MANAGEMENT, FAIR-LENDING, FAIR-HOUSING, ANTI-DISCRIMINATION, OR OTHER REGULATORY OR PROFESSIONAL STANDARD. ANY DECISIONS OR ACTIONS TAKEN BY SUBSCRIBER BASED ON THE SERVICES OR GENERATED OUTPUT ARE TAKEN AT SUBSCRIBER’S SOLE RISK.

9.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER OHIO LAW, NOAL AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY GENERATED OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BY STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY SUBSCRIBER TO NOAL AI FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

9.3 Unconditional Shield for Uncontrollable Events (Force Majeure)
(A) GENERAL EXCLUSION. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NOAL AI SHALL HAVE NO LIABILITY FOR ANY DATA BREACH, UNAUTHORIZED ACCESS, SERVICE INTERRUPTION, LOSS, CORRUPTION, OR UNAVAILABILITY OF SUBSCRIBER DATA OR THE SERVICES CAUSED BY EVENTS OUTSIDE OF NOAL AI’S REASONABLE CONTROL, PROVIDED THAT NOAL AI HAS MAINTAINED COMMERCIALLY REASONABLE SECURITY MEASURES IN ACCORDANCE WITH SECTION 7.2.
(B) SCOPE OF EXEMPT EVENTS. SUCH EVENTS INCLUDE, WITHOUT LIMITATION: ACTS OF GOD (NATURAL DISASTERS); TERRORISM; CYBER-WARFARE (INCLUDING STATE-SPONSORED ATTACKS); RANSOMWARE; ZERO-DAY EXPLOITS; ADVANCED PERSISTENT THREATS; DENIAL-OF-SERVICE ATTACKS; LARGE-SCALE UTILITY, INTERNET, OR TELECOMMUNICATIONS INFRASTRUCTURE FAILURE; MANDATORY GOVERNMENT OR AGENCY ACCESS, SEIZURE, OR COMPELLED DISCLOSURE OF DATA; PANDEMICS, EPIDEMICS, OR QUARANTINES; STRIKES, LABOR DISPUTES, OR SHORTAGES OF FUEL, ENERGY, OR LABOR; AND WAR, RIOT, OR CIVIL UNREST.
(C) NO LIABILITY FOR THIRD-PARTY BREACH. NOAL AI SHALL NOT BE LIABLE FOR BREACHES, FAILURES, OR INCIDENTS OCCURRING AT THE SUBPROCESSOR LEVEL (E.G., AWS, OPENAI, ANTHROPIC, GOOGLE, STRIPE), PROVIDED THAT NOAL AI HAS MAINTAINED COMMERCIALLY REASONABLE SECURITY STANDARDS IN ITS SELECTION AND OVERSIGHT OF SUCH SUBPROCESSORS.
(D) ASSUMPTION OF RISK. BY USING THE NOAL AI PRODUCT SUITE, SUBSCRIBER ACKNOWLEDGES THAT NO DIGITAL ENVIRONMENT IS 100% SECURE AND ASSUMES THE RISK OF DAMAGES ARISING FROM THE UNCONTROLLABLE EVENTS LISTED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.4 EXCLUSION OF DAMAGES. IN NO EVENT SHALL NOAL AI, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, RELIANCE, ENHANCED, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OPPORTUNITY, OR LOST OR DIMINISHED VALUE OF ANY INVESTMENT, LOAN, ASSET, OR TRANSACTION; (C) LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA, OR ANY COST TO RECONSTRUCT OR RECOVER DATA; (D) BUSINESS INTERRUPTION OR DELAY; OR (E) COST OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, THE GENERATED OUTPUT, ANY ACT OR OMISSION OF NOAL AI, OR OTHERWISE, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF NOAL AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.5 ESSENTIAL BASIS. SUBSCRIBER ACKNOWLEDGES THAT THE FEES PAID FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT WITHOUT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION 9, NOAL AI WOULD NOT PROVIDE THE SERVICES OR ENTER INTO THIS AGREEMENT. THESE LIMITATIONS APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.6 Time Limit on Claims. Any cause of action by Subscriber or any Authorized User arising out of or relating to this Agreement, the Services, or any Generated Output must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

9.7 No Third-Party Beneficiaries. Subscriber acknowledges that NOAL AI’s obligations under this Agreement run only to Subscriber as the registered user, and not to Subscriber’s clients, investors, borrowers, lenders, counterparties, prospects, beneficiaries, employees (other than as Authorized Users), or any other third party. No person other than the Parties has any rights, remedies, or obligations under this Agreement, and this Agreement is not intended to and does not confer any rights or remedies upon any third party. Subscriber is solely responsible for any obligations it may have to such third parties, and Subscriber’s indemnification obligations in Section 10 expressly extend to any claims by such third parties against NOAL AI or any other Provider Indemnitee.

Indemnification

10.1 By Subscriber. Subscriber shall defend, indemnify, and hold harmless NOAL AI, its Affiliates, and its and their respective officers, directors, employees, agents, licensors, suppliers, and successors (collectively, the “Provider Indemnitees”) from and against any and all claims, suits, actions, proceedings, demands, investigations, losses, damages, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to (a) Subscriber Data, including any claim that Subscriber Data infringes, misappropriates, or violates any third-party right or any applicable law; (b) Subscriber’s or any Authorized User’s use of, or inability to use, the Services or any Generated Output, including any reliance on or action taken based on Generated Output; (c) any decision made or action taken by Subscriber or any third party (including any of Subscriber’s clients, investors, borrowers, lenders, counterparties, prospects, or beneficiaries) in connection with any underwriting, valuation, loan analysis, return analysis, investment, financing, acquisition, or other transaction informed, in whole or in part, by the Services or any Generated Output; (d) any breach by Subscriber or any Authorized User of this Agreement, including any representation, warranty, or covenant of Subscriber; (e) any violation by Subscriber or any Authorized User of applicable law (including securities, fair-lending, fair-housing, anti-discrimination, consumer financial protection, or real-estate brokerage laws); (f) the gross negligence or willful misconduct of Subscriber or any Authorized User; or (g) any dispute between Subscriber and any third party.

10.2 Procedures. Indemnification is subject to the following procedures: NOAL AI shall (a) promptly notify Subscriber in writing of any claim subject to indemnification (provided that failure to provide prompt notice shall not relieve Subscriber of its obligations except to the extent prejudiced thereby); (b) tender sole control of the defense and settlement of the claim to Subscriber (provided that Subscriber may not settle any claim that imposes any obligation or liability on, or requires any admission by, any Provider Indemnitee without NOAL AI’s prior written consent); and (c) cooperate with Subscriber in the defense of the claim at Subscriber’s expense. The Provider Indemnitees may participate in the defense at their own expense with counsel of their choosing.

10.3 Sole Remedy. This Section 10 states Subscriber’s sole indemnification obligation and the Provider Indemnitees’ exclusive remedy with respect to the matters covered by this Section. NOAL AI provides no indemnification to Subscriber or to any third party, and any such indemnification (if any) shall be set forth only in a separately negotiated and mutually executed written agreement that expressly references this Section 10.3.

Governing Law; Dispute Resolution

11.1 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. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Informal Resolution. Before initiating any legal proceeding, the Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through prompt, good-faith negotiations between authorized senior representatives for at least thirty (30) days following written notice of the Dispute.

11.3 Binding Arbitration. If the Parties cannot resolve a Dispute through informal negotiations within thirty (30) days, the Dispute shall be finally resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, by a single arbitrator selected in accordance with such rules. The seat of arbitration shall be Columbus, Ohio. The language of the arbitration shall be English. The arbitrator shall have exclusive authority to resolve any Dispute, including the arbitrability of any Dispute and the validity, scope, and enforceability of this Section 11. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. The Parties shall bear their own fees and costs in connection with any arbitration, except that the arbitrator may award fees and costs to the prevailing Party as part of the award.

11.4 VENUE; EQUITABLE RELIEF; CARVE-OUTS. NOTWITHSTANDING SECTION 11.3, EITHER PARTY MAY BRING AN ACTION IN A COURT OF COMPETENT JURISDICTION (A) TO SEEK TEMPORARY, PRELIMINARY, OR PERMANENT INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PREVENT OR RESTRAIN A BREACH OR THREATENED BREACH OF THIS AGREEMENT, INCLUDING BREACHES OF SECTIONS 4, 5, OR 12; OR (B) FOR COLLECTION OF UNDISPUTED FEES. FOR ANY SUCH COURT ACTION (AND, IF THE ARBITRATION PROVISIONS OF SECTION 11.3 ARE FOR ANY REASON HELD UNENFORCEABLE WITH RESPECT TO A DISPUTE, FOR SUCH DISPUTE), 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 AND WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, LACK OF PERSONAL JURISDICTION, OR IMPROPER VENUE.

11.5 CLASS-ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS HELD TO BE UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THEN THE ENTIRETY OF SECTION 11.3 (BINDING ARBITRATION) SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM, BUT THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.

11.6 JURY-TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE GENERATED OUTPUT.

Confidentiality

12.1 Definition. “Confidential Information” means any non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential. NOAL AI’s Confidential Information includes the Services, Documentation, pricing, performance information, security materials, and the non-public features and functionality of the Services. Subscriber’s Confidential Information includes the Subscriber Data.

12.2 Obligations. The Receiving Party shall (a) use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (c) not disclose the Confidential Information to any third party other than to its employees, contractors, advisors, and authorized subprocessors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Section 12.

12.3 Exclusions; Compelled Disclosure. Confidential Information does not include information that is (a) already known to the Receiving Party without restriction; (b) publicly known through no fault of the Receiving Party; (c) rightfully received from a third party without obligation of confidentiality; or (d) independently developed without use of the Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt notice and reasonable assistance to seek a protective order or other remedy.

Term and Termination

13.1 Term; Auto-Renewal. This Agreement commences on the date Subscriber first accepts it and continues for the Subscription Term identified in the applicable Order Form. Unless otherwise stated in the Order Form, each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

13.2 Suspension. NOAL AI may suspend Subscriber’s and/or any Authorized User’s access to the Services immediately, with or without notice, if NOAL AI reasonably believes that (a) Subscriber or an Authorized User has breached this Agreement, including the Acceptable Use restrictions in Section 5; (b) Subscriber’s account is being used in a manner that poses a security, legal, or reputational risk to NOAL AI, the Services, or any third party; (c) Subscriber is delinquent in payment of any Fees; or (d) suspension is required by applicable law or governmental authority. NOAL AI will not be liable for any losses or damages arising out of any such suspension.

13.3 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, except that NOAL AI may terminate immediately and without cure period for any breach by Subscriber of Sections 5 (Acceptable Use), 4 (Intellectual Property and Data), 3 (Fees and Payment), 12 (Confidentiality), or upon any insolvency, bankruptcy, receivership, or assignment for the benefit of creditors of Subscriber.

13.4 Termination for Convenience. NOAL AI may terminate this Agreement and any Order Form for convenience at any time upon thirty (30) days’ written notice. Subscriber’s sole remedy in the event of a for-convenience termination by NOAL AI shall be a pro-rata refund of any prepaid Fees attributable to the unused portion of the then-current Subscription Term following the effective date of termination.

13.5 Data Export. Upon termination of this Agreement, Subscriber may export its Subscriber Data from the platform using the Services’ standard export functionality. Subscriber Data shall be retained unless and until Subscriber requests its deletion, in accordance with the Privacy Documents.

13.6 Effect of Termination. Upon expiration or termination: (a) all rights and licenses granted to Subscriber immediately terminate; (b) Subscriber shall promptly cease all use of the Services and Documentation; and (c) Subscriber shall pay all Fees accrued through the effective date of termination.

13.7 Survival. Sections 1 (Definitions), 3 (Fees and Payment, with respect to accrued obligations), 4.1 (Ownership of Services), 4.2 (with respect to Aggregated Data), 4.4 (Feedback), 5 (Acceptable Use), 6 (AI/Output/No Advice), 9 (Limitation of Liability, including the Force-Majeure Shield), 10 (Indemnification), 11 (Governing Law; Dispute Resolution), 12 (Confidentiality), 13.5–13.7, and 14 (General) shall survive expiration or termination of this Agreement.

General Provisions

14.1 Entire Agreement; Order of Precedence. This Agreement, together with the Privacy Documents, the Documentation, and any Order Form, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral. In the event of a conflict, the order of precedence is: (a) the fully executed Order Form (with respect to terms expressly negotiated therein); (b) this Agreement; (c) the Privacy Documents; and (d) the Documentation.

14.2 Updates to Agreement. NOAL AI may modify this Agreement at any time. NOAL AI will provide notice of any material modification by posting the revised Agreement on the Site and updating the “Last Updated” date, and, where reasonably feasible, by email or in-Service notification, at least thirty (30) days before such material modification takes effect. Subscriber’s continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement. If Subscriber does not agree to the modifications, Subscriber’s sole remedy is to discontinue use of the Services and terminate its account.

14.3 Assignment. Subscriber may not assign, delegate, or transfer this Agreement or any right or obligation hereunder, by operation of law or otherwise, without NOAL AI’s prior written consent. NOAL AI may freely assign this Agreement in whole or in part, including in connection with a merger, acquisition, reorganization, sale of equity or assets, or by operation of law. Any prohibited assignment is null and void. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

14.4 Notices. Notices to NOAL AI must be sent by certified or registered mail or by nationally recognized overnight courier to NOAL AI, Inc., 175 S. 3rd Street, Suite 200, Columbus, Ohio 43215, Attn: Legal Department, with an electronic copy to legal@noal.ai. Notices to Subscriber may be sent by email to the address associated with Subscriber’s account or through the Services. Notices are deemed given upon receipt.

14.5 Independent Contractors; No Agency. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, agency, or fiduciary relationship between the Parties, and neither Party has authority to bind the other.

14.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

14.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving Party. No failure or delay in exercising any right or remedy shall constitute a waiver.

14.8 Construction; Headings. This Agreement shall not be construed against any Party by reason of authorship or drafting. Section headings are for convenience only and shall not affect interpretation. The words “include,” “includes,” and “including” are deemed followed by “without limitation.”

14.9 Export; Sanctions. Subscriber shall comply with all applicable U.S. and foreign export-control and trade-sanctions laws, including the U.S. Export Administration Regulations and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control. Subscriber represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that it is not on any U.S. Government list of restricted parties.

14.10 U.S. Government End Users. The Services and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” as those terms are used in the Federal Acquisition Regulation. U.S. Government end users acquire the Services and Documentation with only those rights set forth herein.

14.11 Publicity. NOAL AI may identify Subscriber (by name and logo) as a customer of NOAL AI on its Site, marketing materials, and customer lists, unless and until Subscriber revokes such permission in writing.

14.12 Contact. Questions about this Agreement may be directed to NOAL AI, Inc., 175 S. 3rd Street, Suite 200, Columbus, Ohio 43215, legal@noal.ai.

Electronic Signature and Acknowledgement
By clicking “I Agree,” executing an Order Form, or by accessing the NOAL AI product suite, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including the binding arbitration provision, class-action waiver, jury-trial waiver, as-is disclaimer of warranties, limitations on liability, and the Unconditional Shield for Uncontrollable Events set forth in Section 9.3.

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