Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, and services provided by Noema LLC (“Noema,” “we,” “us,” or “our”), including the website at getnoema.ai, our Shopify application, and our iOS and Android applications (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you are accessing the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.

1. The Services

Noema provides an AI-commerce observability platform that scores how online product catalogs are described, ranked, and recommended by AI assistants, and provides recommendations to improve those outcomes. The Services are currently offered as a private beta and may change, be limited, or be discontinued at our discretion.

2. Eligibility

You must be at least 18 years old and able to form a legally binding contract. The Services are not offered to users in jurisdictions where their provision would be prohibited.

3. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at info@getnoema.ai if you suspect unauthorized access.

4. Connecting your store

To use the core features of the Services, you authorize Noema to access your Shopify store through Shopify's standard OAuth flow with read-only product scopes. You represent and warrant that you have the right to grant this access for the stores you connect.

5. Acceptable use

You agree not to:

• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Services, except where this restriction is prohibited by law.
• Use the Services to violate any law or third-party right.
• Resell, sublicense, or commercially exploit the Services without our prior written consent.
• Interfere with the operation of the Services or attempt to gain unauthorized access.
• Use the Services to send spam, malware, or other harmful content.
• Use the Services to develop a competing product or to benchmark against another customer's confidential data.

6. Beta services

Some Services are designated as “beta,” “preview,” or “early access.” These are provided “as is” without warranty, may be feature-incomplete, and may be modified or discontinued at our discretion. Feedback you provide on beta features may be used by us without restriction.

7. Fees and payment

Beta access is free. When the Services move out of beta, paid plans will be offered. We will provide notice at least 30 days before charging any existing free beta user. Fees are non-refundable except where required by law.

8. Intellectual property

Noema and its licensors retain all right, title, and interest in and to the Services, including all software, designs, models, scoring algorithms, and trademarks. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes.

You retain ownership of the content you submit to the Services (“Customer Content”), and grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Content solely to provide the Services and to improve the Services in aggregated, de-identified form.

9. Third-party services

The Services interoperate with third-party services including Shopify, Apple App Store, Google Play, and third-party AI providers. Your use of those services is governed by their own terms. We are not responsible for third-party services and disclaim all liability arising from them.

10. Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses to protect its own (and in no case less than reasonable care). Confidential information does not include information that is publicly available, was already known to the receiving party, or is independently developed.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOEMA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NOEMA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY RECOMMENDATIONS GENERATED BY THE SERVICES WILL PRODUCE A PARTICULAR RESULT (INCLUDING INCREASED REVENUE OR IMPROVED AI RECOMMENDATION OUTCOMES).

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOEMA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL. NOEMA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO NOEMA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $100.

13. Indemnification

You will defend, indemnify, and hold Noema harmless from any claims, damages, and expenses (including reasonable attorneys' fees) arising out of (a) your use of the Services in violation of these Terms or applicable law, or (b) Customer Content that infringes a third party's rights.

14. Termination

You may stop using the Services and disconnect your store at any time. We may suspend or terminate your access to the Services at our discretion, including for breach of these Terms or harmful conduct. Upon termination, the licenses granted to you will terminate. Sections that by their nature should survive termination will survive.

15. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive venue for disputes will be the state and federal courts located in California, and each party consents to personal jurisdiction in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Apple App Store additional terms

If you obtain our mobile application through the Apple App Store, you acknowledge that these Terms are between you and Noema, not Apple. Apple has no obligation to provide maintenance or support. Apple is a third-party beneficiary of these Terms and may enforce them against you. The license granted is restricted to use on Apple-branded products. For additional terms, see Apple's Licensed Application End User License Agreement.

17. Google Play additional terms

If you obtain our mobile application through Google Play, your use is also subject to the Google Play Terms of Service. To the extent there is a conflict between those terms and these Terms in matters concerning the Google Play distribution, the Google Play terms govern that specific subject matter.

18. Shopify additional terms

If you install our Shopify application, your use of Shopify itself is governed by Shopify's terms. Noema's data handling for Shopify is described in our Privacy Policy.

19. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated through the Services or by email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance.

20. Miscellaneous

These Terms are the entire agreement between you and Noema regarding the Services. If any provision is held unenforceable, the remainder remains in effect. No waiver is effective unless in writing. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices to Noema must be sent to info@getnoema.ai.

21. Contact

Noema LLC
California, United States
Email: info@getnoema.ai