Noetic Terms of Service

By accessing or using Noetic's site plan review platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Noetic provides research and review services for real estate development sites and site plans, delivered through its web application, including Site Intelligence Reports and Plan Reviews (each a "Deliverable"), produced with AI-powered analysis tools. A description of each service is published at https://noeticbuild.com/services.

Important Limitations:

• The Service is in active development and may contain errors or inaccuracies
• Analysis results are for informational purposes only and do not constitute legal, engineering, or regulatory advice
• You remain solely responsible for ensuring compliance with all applicable regulations
• The Service should not be relied upon as a substitute for professional review by qualified engineers or regulatory officials

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

We reserve the right to suspend or terminate accounts that violate these Terms.

Credits: You purchase Deliverables as credits ("Credits"). One Credit pays for one Deliverable of the type named on the Credit. Credits belong to the organization that holds them, are not transferable to another organization, and have no cash value except as stated in this Section.

How Credits Are Obtained: Credits are obtained in one of two ways:

• Card Credits: An owner or administrator of your organization purchases Credits by card in the Service (each purchase an "Order"). Card payments are processed by Stripe, Inc., our payment processor, under its own terms and privacy policy. We do not receive or store your full card number.
• Agreement Credits: We add Credits to your organization under a separate written agreement signed by you and Noetic (an "Agreement"). Agreement Credits are invoiced and paid as the Agreement provides, which may be after the Deliverable is delivered.

Prices: Card Credits are available only at a price agreed in advance between Noetic and your organization. The Service shows that agreed price in US dollars before you pay, and the price shown at checkout is the total amount charged for that Order. Any change to an agreed price is agreed with you before it applies to a new Order. Prices do not include sales tax, and none is charged. Prices for Agreement Credits are those stated in the Agreement.

Using Credits: A Credit is used when Noetic attaches it to one of your projects to begin work on that project. If you hold Credits you have already paid for and Credits to be invoiced after delivery for the same Deliverable, we use the paid Credits first unless you ask otherwise.

Expiration: Card Credits do not expire. Agreement Credits expire as stated in the Agreement, if it states an expiration.

Refunds: You may request a refund of any Card Credit that has not been attached to a project, at any time, by emailing us from your account's email address. We refund the full price paid for that Credit to the original payment method. Once a Credit is attached to a project, work has begun and the Credit is not refundable. If Noetic cannot complete work on a project before a Deliverable is delivered, we will return the Credit to your organization's balance. Agreement Credits are not refunded under this Section; the Agreement governs them.

Ending the Service: If we end your access or discontinue the Service, we will refund any unused Card Credits under this Section, and deliver or release any Credit already attached to a project.

Billing Disputes: If you believe a charge is incorrect, contact us before disputing it with your card issuer, and we will work with you in good faith to resolve it. If a charge is reversed through your card issuer after the Deliverable was delivered, we may suspend your organization's purchases by card until the matter is resolved.

Agreements: If an Agreement's payment, refund, or expiration terms differ from this Section, the Agreement controls for the Agreement Credits it covers. Card Credits and their Orders are governed by this Section, including its refund terms, even if your organization also has an Agreement, notwithstanding Section 16 or any term of an Agreement that describes payments as non-refundable.

Ownership: You retain all rights to site plans, documents, and other materials you upload ("Your Content").

License to Us: You grant Noetic a limited license to process, store, and analyze Your Content solely to provide the Service. This includes:

• Storing documents in our systems
• Processing documents through third-party AI services (e.g. Anthropic Claude, OpenAI ChatGPT, Google Gemini)
• Generating analysis and review results

Your Responsibilities:

• You have all necessary rights to upload Your Content
• Your Content does not violate any laws or third-party rights
• You will not upload malicious code or harmful content

Confidentiality: We treat Your Content as confidential information. However, during the pilot phase, we may:

• Use anonymized data to improve the Service
• Share de-identified examples with advisors or potential investors
• Review your usage to provide support and gather feedback

You may not:

• Violate any applicable laws or regulations
• Infringe intellectual property rights
• Attempt to reverse engineer or compromise the Service
• Use the Service to harm others or interfere with their use
• Upload content you don't have rights to
• Attempt to extract or scrape our training data or prompts

The Service, including its software, design, features, and documentation, is owned by Noetic and protected by intellectual property laws. These Terms do not grant you any ownership rights in the Service.

Analysis results and reports generated by the Service are provided to you for your use, but the underlying algorithms, prompts, and methodologies remain our property.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Analysis results will be accurate, complete, or reliable
• The Service will meet your requirements
• Any errors will be corrected

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOETIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE GREATER OF $100 USD OR THE AMOUNT OF FEES RECEIVED BY NOETIC FROM YOU IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so these limitations may not apply to you.

You agree to indemnify and hold harmless Noetic, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of:

• Your use of the Service
• Your Content
• Your violation of these Terms
• Your violation of any rights of another party

Your use of the Service is subject to our Privacy Policy. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

Data Location: Your Content is stored and processed in the United States.

AI Processing: Site plans and documents you upload are processed through third-party AI services. While we implement security measures, you acknowledge that data is transmitted to and processed by these services.

We welcome your feedback about the Service. Any feedback, suggestions, or ideas you provide may be used by Noetic without obligation or compensation to you.

We may modify these Terms at any time. If we make material changes, we will notify you via email or through the Service. Your continued use after changes constitutes acceptance of the modified Terms.

Either party may terminate your access to the Service at any time, for any reason. Upon termination:

• Your right to use the Service immediately ceases
• We will make reasonable efforts to provide you access to download Your Content for 30 days
• Unused Card Credits are refunded as described in Section 4A.
• Sections 4A (as to refunds and unused Card Credits), 5 (Your Content ownership), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 15 (Governing Law and Disputes) survive termination.

Governing Law: These Terms shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Delaware, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.

Jurisdiction: Any action, proceeding, controversy, claim, or counterclaim between you and Noetic arising out of or relating to these Terms (collectively, an "Action") shall be brought only in a court of competent jurisdiction in New Castle County, Delaware. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action. Each party hereby irrevocably waives all right to trial by jury in any Action arising out of or relating to these Terms.

Entire Agreement: These Terms apply unless a separate written agreement between you and Noetic states otherwise.

Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

No Waiver: Our failure to enforce any right or provision does not constitute a waiver.

Assignment: You may not assign these Terms without our consent. We may assign these Terms without restriction.

For questions about these Terms, contact us at:

Noetic Incorporated
5209 Burnet Road, Austin, TX 78756
Email: [email protected]
Website: https://noeticbuild.com