Last Updated: July 3, 2025

ACCEPTANCE OF TERMS By accessing or using the software provided by TheNotCompany, Inc., (“NotCo”) through its web platform, you (the “User”) agree to be bound by these Terms and Conditions of Use (“T&C”). If you do not agree to these T&C, you must not use the software.

These Terms and Conditions (“Terms”) govern the access and use of the Software, as defined below, by users registered on our website. By using the Software or purchasing or receiving usage Credits, as defined below, you agree to be bound by these Terms.

1. Software and License Grant. Subject to these Terms and, where applicable, the availability of Credits, NotCo provides Users with access to the Software through its online platform. NotCo grants User, during and not beyond the Term, a non-exclusive, non-sublicensable, non-assignable, non-transferable limited right for User to access and use during and not beyond the Term, and for internal business purposes only, the “software as a service” applications provided by NotCo (including all modifications, enhancements and upgrades thereto made during the Term, the “Software”) solely for use of User’s Authorized Users. User is responsible for its Authorized Users and for any of its Authorized Users’ breach of these terms and conditions. Ownership of the Software and Documentation shall remain with NotCo and, except as specifically provided herein, User does not acquire any rights, express or implied, in the Software. 
2. An “Authorized User” means User’s employees, agents, contractors, subcontractors or representatives authorized by User to use the Software under these Terms exclusively for User’s internal use.
3. Further, if applicable and if expressly agreed to by NotCo in written, NotCo agrees to grant to User a non-exclusive, non-sublicensable, non-transferable, non-assignable, limited right to use all software modifications developed by NotCo (the “Software Modifications”) during the Term. User is granted no title or rights of ownership in the Software Modifications. NotCo shall retain all right, title and interest in the Software, Software Modifications or the Documentation or any other intellectual property provided to User or any Authorized User in connection with the foregoing (the “NotCo IP”) and improvements thereto, other than those specified in these Terms. User does not acquire any right, express or implied, in the NotCo IP, other than those specified in these Terms.
4. License Grant by User. Subject to the terms and conditions of these Terms and during and not beyond the Term, User hereby grants to NotCo a limited, revocable, worldwide, non-transferable, royalty-free license, sub-licensable right to reproduce, translate, encode, publish, use and distribute information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or an Authorized User through the Software – other than the Aggregated Statistics - (the “User Content”) for the sole purpose of providing, and only to the extent necessary to provide, the Software to User and to fulfill NotCo’s obligations under these Terms, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the data and information related to User’s use of the Software that is used by NotCo in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software, and for the purpose of developing, improving, and training the Software (the “Aggregated Statistics”). NotCo acknowledges and agrees that, as between the parties, User owns all right, title and interest in and to the User Content, including all intellectual property rights therein. Notwithstanding the foregoing, User acknowledges and agrees that, due to the nature of NotCo’s business and the operation of the Software, NotCo may independently develop, generate, or receive from other sources content, data, or materials that are similar or identical to User Content (“Independent Content”). User agrees that such Independent Content shall remain the sole property of NotCo (or its licensors, as applicable) and shall constitute NotCo IP, provided that such Independent Content was not created using User Content in a manner that would constitute a breach of this Agreement.
5. Restrictions. Except as expressly authorized by NotCo, User agrees that User will not, directly or indirectly, and shall not permit its Authorized Users to: (a) access or use the NotCo IP beyond the scope of access set forth in these Terms or any applicable schedule hereto; (b) copy, modify, rent, lease, lend, sell, license, sublicense, assign, publish, transfer, create derivative works, distribute or otherwise make available the NotCo IP ; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software component of NotCo IP; (d) use or allow the use of the NotCo IP for rental or in the operation of a service bureau or time-sharing arrangement, hosting or ASP model; (e) remove or obscure any copyright, or proprietary rights notice on any copy of the NotCo IP; (f) permit any party to access and/or use NotCo IP other than by the number of individuals authorized to use to the Software; or (g) use the NotCo IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
6. Additional Rights. Notwithstanding anything to the contrary, User and all Authorized Users shall have the rights granted under these Terms to:
7. Use the Software interfaced with any system that User now uses or may hereafter acquire, provided it complies with NotCo’s compatibility requirements.
8. Use the Software without regard to the method of access, such as through a web browser, mobile application, remote desktop or similar interface form on any compatible computing device, owned or operated by or on behalf of User or the Authorized User, provided it complies with NotCo’s compatibility requirements as updated by NotCo from time to time.
9. Use the Software for any legitimate internal business purpose in line with the Documentation so long as the User is otherwise compliant with these Terms.
10. Replace one Authorized User for another as often as necessary for User’s business purposes.
11. Third-Party Services and Availability.
12. Third-Party Services. User acknowledges and accepts that the Software may include integrations with third party applications, services or software (collectively, “Third-Party Services”),​ including but not limited to Google Cloud Platform (GCP), Auth0 and MongoDB. These Third-Party Services may be essential to the operation and availability of the Software; and NotCo does not own, control, or assume any responsibility for the Third-Party Services, including their content, functionality, performance or availability. All intellectual property rights and obligations related to the Third-Party Services remain with their respective owners. User acknowledges that its access to and use of any Third-Party Services could be subject to separate terms and conditions established by the respective third-party providers and NotCo has no control over such terms and conditions. If User does not agree to abide by the applicable terms for any such Third-Party Services, then User should not use the Software. The Software may also incorporate open-source components. Due to the dynamic and evolving nature of open-source libraries, NotCo does not provide a list of specific open-source components used. NotCo makes no warranties or representations regarding the use, performance, or compatibility of any such open-source software. User understands and acknowledges that such open-source software is not licensed to User under these Terms, and nothing in these Terms shall be construed to grant User any rights or licenses over such components.
13. Availability. While NotCo strives to maintain the Software in a stable and functional state, availability and performance are not guaranteed. From time to time, the Software may be unavailable due to scheduled maintenance, technical issues, or factors beyond NotCo’s control. NotCo does not offer service level credits or financial remedies for downtime, unless explicitly required by applicable law.
14. Fees and Payment.
15. Credits. Users may purchase credits via NotCo’s website (“Credits”). Pricing and available packages will be displayed prior to checkout. All payments are final unless otherwise required by law. Credits mean prepaid, non-refundable units of exchange that may be purchased by Customer and may be redeemed exclusively for access to Software functionalities as identified in each Software feature. The number of Credits required for each service or transaction may vary and is subject to change upon notice. Credits have no cash or monetary value, do not constitute legal tender, and are not redeemable or refundable for any sum of money, except as may be expressly required by applicable law. Unless otherwise agreed in writing, Credits are non-transferable, expire within the expiration term provided for each purchase (the “Credits Usage Period”), and any unused Credits at expiration or termination of such term will be forfeited without refund.
16. Taxes. All Fees and other amounts payable by User under these Terms are exclusive of taxes and similar assessments. User is responsible for all withholding, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on NotCo’s income.
17. Accepted Payment Methods. Credits may be purchased through the NotCo website using the Third-Party Services payment methods displayed at checkout, which may include credit cards, debit cards, bank transfers, or third-party payment processors (such as Stripe, PayPal, or others). All transactions are processed in a secure environment using industry-standard encryption and through authorized payment gateways. NotCo does not collect or store complete payment information such as credit card numbers, CVV codes, or banking credentials. Users are solely responsible for ensuring that their selected payment method is valid, authorized, and has sufficient funds at the time of purchase. Any applicable taxes or transaction fees charged by financial institutions or payment providers are the sole responsibility of the User. NotCo shall not be liable for delays, failures, or errors in payment processing caused by third-party platforms, banking institutions, or any interruption in internet connectivity. In case of a failed, reversed, or disputed transaction, NotCo reserves the right to suspend or cancel the issuance of corresponding Credits and to restrict access to the Software until the outstanding amount is settled. NotCo may update or restrict accepted payment methods at any time without prior notice, provided such changes are reflected at the time of checkout.
18. Documentation and Copies. NotCo hereby grants User a non-exclusive, royalty free, nontransferable, non-assignable, non-sublicensable right to use and make copies of user manuals, documentation, training materials and other guides included with the Software, together with any updates, additions, modifications, revisions, or enhancements thereto (collectively the “Documentation”), for internal use and as may be necessary for User to use the Software effectively and in accordance with these Terms. NotCo shall provide or make available electronically, within the Software, to User the Documentation. User shall not remove NotCo’s copyright notices and proprietary markings from the Documentation. 
19. Suspension. NotCo may suspend the Software to User or any Authorized User or remove or disable any User Content in the Software, if NotCo reasonably and in good faith believes: (i) there is a violation of these Terms, (ii) there is a threat or attack to any of NotCo IP or a security risk to NotCo IP or any vendor or customer of NotCo, (iii) there is a violation of any applicable laws or regulations, (iv) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (v) any vendor of NotCo has suspended or terminated NotCo’s access to or use of any Third-Party Services or products required to enable User to access the Software, (vi) User does not pay the Credits or Fees when due; or (vii) to comply with any court order, or other governmental request or order which requires immediate action. In such events NotCo: (1) agrees to use commercially reasonable efforts to provide User with notice of any such suspension before its implementation, unless immediate suspension is necessary to comply with legal regulation, process or order, or to prevent imminent harm to the Software, NotCo IP or any third party, which in such case NotCo will notify User to the extent allowed by applicable law of such suspension, as soon as reasonably practicable thereafter; and (2) employ commercially reasonable efforts to promptly restore use of the Software to User as soon as reasonably possible after the event giving rise to the suspension has been resolved. NotCo will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any Authorized User may incur as a result of a service suspension.
20. Representations and Warranties. 
21. NotCo warrants that during the Term, the Software shall operate in accordance with and conform to the specifications set forth in the Documentation in all material respects. THE FOREGOING WARRANTY DOES NOT APPLY, AND NOTCO STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY SERVICES.
22. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 NOTCO IP IS PROVIDED “AS IS” AND NOTCO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOTCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, NOTCO MAKES NO WARRANTY OF ANY KIND THAT THE NOTCO IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
23. Indemnification. 
24. Indemnification by NotCo. NotCo shall indemnify, hold harmless, and defend User, the Authorized Users, its officers, directors, agents and employees, against all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any claim by a third party (“Third Party Claim”) against User alleging that the Software, Documentation, and/or Software Modifications provided under these Terms, infringe upon the intellectual property rights of a third party. Should any Claim subject to indemnity pursuant to this Section 8.1 be made against User, User agrees to provide NotCo with prompt written notice of the Claim and with all necessary information and assistance regarding such Claim, and allow NotCo to control the defense and authority to settle such Claim. NotCo will not be liable for any costs, damages, or fees paid by User on such Claim unless authorized in writing by NotCo.
25. Mitigation. Should the use of the Software or Documentation by User be enjoined, or in the event NotCo wishes to minimize its potential liability hereunder, NotCo may, at its option, either: (i) substitute fully equivalent non-infringing software and documentation; (ii) modify the infringing Software and Documentation so that it no longer infringes but remains functionally equivalent; or (iii) obtain for User, at NotCo’s expense, the right to continue use of such Software and Documentation. If NotCo determines that neither of the foregoing alternatives are reasonably possible, NotCo may suspend the Software, in its entirety or with respect to the affected component or part, effective immediately on written notice to User. 
26. Exceptions. Nothing in this Section 8 shall be construed to obligate NotCo to the extent a Third Party Claim is caused by (i) the unauthorized use of the Software, Documentation, and/or Software Modifications by User or use of the Software, Documentation, and/or Software Modifications in combination with data, software, hardware, equipment, or technology not provided by NotCo or authorized by NotCo in writing; (ii) a modification to the Software, Documentation, and/or Software Modifications by or on behalf of User other than those made by or on behalf of NotCo hereunder; (iii) User’s use of the Software after it receives written notice from NotCo to cease use thereof since such use misappropriates the trade secret of a third party; (iv) User Content or any activity related to User Content ; or (v) the use of the Output or the Output itself; or (vi) any activity related to Third-Party Services, publicly available information or open source components.
27. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND NOTCO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE NOTCO IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
28. Limitations of Liability. IN NO EVENT WILL NOTCO BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL NOTCO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NOTCO UNDER THESE TERMS IN THE TWO-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
29. Indemnification by User. User shall indemnify, hold harmless, and, at NotCo’s option, defend NotCo from and against any Losses resulting from any Third-Party Claim that the User Content, or any use of the User Content or the Output, in accordance with these Terms, infringes or misappropriates third party’s intellectual property rights and any Third-Party Claims based on User’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the NotCo IP in a manner not authorized by these Terms; (iii) use of the NotCo IP in combination with data, software, hardware, equipment, or technology not provided by NotCo or authorized by NotCo in writing; or (iv) modifications to the NotCo IP not made by NotCo, provided that User may not settle any Third-Party Claim against NotCo unless NotCo consents to such settlement, and further provided that NotCo will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
30. Confidential Information.
31. Definition. The term “Disclosing Party” shall mean the party disclosing Confidential Information, as defined below, to the other party. The term “Receiving Party” shall mean the party receiving Confidential Information from the Disclosing Party. As used in these Terms, the term “Confidential Information” shall mean any and all information that the Disclosing Party has furnished or is furnishing to the Receiving Party, whether furnished before or after the date of these Terms, whether tangible or intangible and whatever form or medium provided, including all information generated by the Receiving Party that contains, reflects or is derived from the furnished information. For the avoidance of doubt, all User Content shall, at all times, constitute the Confidential Information of User. 
32. Obligations. Each party acknowledges it may have access to Confidential Information of the other party. The Receiving Party agrees to keep the Confidential Information of the Disclosing Party confidential and to take all reasonable precautions, at least to the same degree of care and precautions the Receiving Party would take to protect the confidential nature of its own information, not to disclose copy, distribute or otherwise disseminate the Confidential Information to any person other than Permitted Recipients (as defined below). The Receiving Party may disclose the Confidential Information only to those employees, agents, affiliates and subcontractors who have a legitimate business reason to have such access for purposes of performing its obligations under these Terms, and are subject to the requirement to abide by confidentiality and nonuse obligations substantially similar and in no case less constringent to these Terms’ non-disclosure obligations (the “Permitted Recipients”), provided, however, that as to Third Party Services, confidentiality and non-disclosure obligations shall be limited to the ones contained in such Third Party Services terms and conditions. Receiving Party agrees, at its sole expense, to take all reasonable measures from prohibited or unauthorized disclosure or use of the Confidential Information and shall be liable for any breach by Permitted Recipients. 
33. Exclusions. The obligations of this Section shall not apply to information which (a) is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party and was not received from the Disclosing Party; (b) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the terms hereof; (c) becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; (d) is independently developed by agents of the Receiving Party without using any Confidential Information; or (e) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval. 
34. Disclosures Required by Law. Nothing in these Terms shall obligate either party to refrain from disclosure of Confidential Information to the extent such disclosure is required by law. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation, arbitration or other proceedings, the Receiving Party shall use its reasonable efforts to give prior prompt notice of such disclosure to the Disclosing Party, and shall allow the Disclosing Party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the Disclosing Party’s behalf, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure. In any event, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required to be disclosed and will make reasonable efforts to obtain confidential treatment for that part of the Confidential Information being disclosed.
35. Expiration, Termination and Breach. Upon the expiration or earlier termination of these Terms, the Receiving Party shall return all originals and copies of any Confidential Information to the Disclosing Party or, with respect to copies, shall certify to the Disclosing Party that all copies of Confidential Information in the Receiving Party’s control have been destroyed. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 9, the Disclosing Party shall be entitled to an injunction (without posting any bond therefor) restraining the Receiving Party from disclosing, in whole or in part, any such Confidential Information. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to Disclosing Party for such breach or threatened breach, including the recovery of damages. Notwithstanding the foregoing, the Receiving Party shall not be required to return to the Disclosing Party or destroy copies of Disclosing Party’s Confidential Information that (i) reside on the Receiving Party’s backup, disaster recovery or business continuity systems, or (ii) that the Receiving Party is obligated by applicable law and/or industry and/or governmental regulations to retain, which copies shall remain subject to the duty of confidentiality under this Section 9.
36. Data Security & Data Breaches.
37. Data Security. NotCo maintains internal security practices designed to protect the integrity, confidentiality, and availability of User Content. These practices are described in more detail in the Exhibit A - Security Annex, which forms part of these Terms for informational purposes. Such Annex reflects NotCo’s current practices but does not imply compliance with any certification or third-party standard, unless expressly stated.
38. Personal Data. In the event User Content contains Personal Data, then the terms and conditions of NotCo’s Privacy Policy shall apply, as made available at https://tech.notco.com/licenses.

“Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. Examples of Personal Data include, but are not limited to, name, email address, phone number, IP address, and unique identifiers including cookies and mobile ad identifiers. Where the only data at issue is fully aggregated, anonymized or otherwise de-identified such that it cannot reasonably identify, relate to, describe or be capable of being associated with, or be linked, directly or indirectly, to a particular individual, and appropriate steps are taken to ensure that such identification would not occur, it will not qualify as Personal Data.

1. Data Breach. If any security breach occurs affecting any User Content, NotCo shall as soon as reasonably practicable or as required by applicable laws notify User of such breach and reasonably cooperate and assist with User’s investigation, containment and mitigation efforts (at User’s cost). 
2. Disaster Recovery. If a disaster occurs at and/or affects the facilities and interrupts the Service, NotCo shall take the measures commercially reasonable efforts to reestablish the Software availability.
3. User Responsibilities.
4. General. User is responsible and liable for all uses of the NotCo IP resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. 
5. Intellectual Property Ownership; Feedback.
6. NotCo IP. User acknowledges that, as between User and NotCo, NotCo owns all right, title, and interest, including all intellectual property rights, in and to the NotCo IP and, with respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services.
7. Feedback. If User or any of its employees sends or transmits any communications or materials to NotCo suggesting or recommending changes to the Software, including without limitation, new features, improvements or functionality relating thereto, or any comments, Software change recommendations, questions, suggestions, or the like (“Feedback”), NotCo is free to use such Feedback without any other obligation or limitation between the parties. User hereby assigns to NotCo on User’s behalf, and on behalf of its employees and/or agents, all right, title, and interest in, and NotCo is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although NotCo is not required to use any Feedback. To the extent that the intellectual property rights contained in the Feedback cannot automatically vest in NotCo’s assets, User undertakes, and shall cause its employees to undertake, at the sole request of NotCo, to execute all the actions and documentation necessary to formalize and materialize the assignment of the corresponding intellectual property rights contained in the Feedback and any other right, title or interest that User or its employees may have now or in the future in them, irrevocably, in perpetuity (or for the maximum period permitted by applicable law) and worldwide, and to make the corresponding registrations, within the term NotCo deems appropriate for these purposes. User undertakes to cooperate, and cause its employees to cooperate, with all the actions necessary for the due and timely assignment, as required. Pending the assignment indicated in the preceding paragraph, NotCo will enjoy a broad, worldwide, perpetual, irrevocable, exclusive and free license to carry out any type of exploitation, commercial and non-commercial, of the intellectual property rights contained in the Feedback without limitations, with the express power to sublicense, assign and carry out derivative works whose ownership shall belong exclusively to NotCo. User may not use such intellectual property rights without prior written authorization from NotCo..
8. Output. Subject to compliance with these Terms, NotCo assigns to you all rights, title, and interest in the output generated based on your User Content (“Output”), to the extent permitted by applicable law, provided that (i) User is the solely responsible for the use, accuracy, and legality of the User Content and Output; (ii) User acknowledges that Output may not be unique and that similar or identical Output may be provided to other users; (iii) User shall not use the Output in a manner that violates any applicable laws, infringes upon third-party intellectual property rights, or misrepresents factual information; and (iv) NotCo does not guarantee that content, material, or information created or partially created by the Software will be protected by copyright or any other property right under United States law or the law of any other jurisdiction and that it is unique, original or free from infringement of third-party intellectual property rights; (vi) NotCo does not guarantee that the Output will be fit for commercialization, manufacturing, distribution or sale in any jurisdiction; (vii) NotCo does not guarantee that the Output comply with any applicable laws, regulations or standards, including, but not limited to food safety, labeling, claims or packaging requirements applicable in the jurisdiction the User may operate or intends to operate, or that the Output will achieve specific commercial outcome that may be expected by User. The assignment of Output does not extend to any portions of Output that incorporate third-party content, publicly available data, or material subject to existing intellectual property rights. If Output contains copyrighted, trademarked, or proprietary content from third parties, User is responsible for obtaining necessary permissions before using or distributing such content. The Service generates Output based on probabilistic AI models and does not guarantee accuracy, suitability, legality, reliability, or factual correctness. NotCo shall not be liable for any damages, losses, or claims resulting from reliance on or use of the Output. User acknowledges that Output may contain errors and misstatements and may be incomplete or inaccurate. Before leveraging any Outputs, which are provided “AS IS”, customer and its Authorized Users are responsible for making their own determination that the Output is suitable, and User is solely responsible for any reliance of the accuracy, completeness or usefulness of any Output.
9. Severability. In the event any provision of these Terms shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to negotiate in good faith replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.
10. Assignment. User may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of NotCo. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. NotCo may assign these Terms or any of its rights or obligations under these Terms, without the other party’s prior written consent; provided however that NotCo may assign or transfer these Terms or such rights and obligations hereunder without such consent to its parent, subsidiary or affiliate or to a third party acquiring substantially all of its assets.
11. Reservation of Rights. NotCo reserves all rights not expressly granted to User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the NotCo IP.
12. Term and Termination.
13. Term. These Terms shall remain in effect for the Credit Usage Period (the “Term”).
14. NotCo may suspend or terminate access to the Software, without prior notice, in case of: (a) any violation of these Terms by the User; (b) exhaustion of Credits; (c) failure to comply with payment obligations related to Credits; (d) legal or regulatory requirements that necessitate suspension; (e) discontinuation of the Software or related services by NotCo.
15. Upon termination, the User must cease all use of the Software, and any unused Credits shall be forfeited, unless otherwise required by applicable law.
16. These Terms do not require a defined term of service and may be updated or modified at any time by NotCo.
17. No expiration or termination will affect User’s obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund.
18. Survival. This Section 16 and 8 (Indemnification), 9 (Confidentiality), 12 (Intellectual Property; Feedback); 14 (Assignment), 16.3 (Obligations upon Termination), 17 (Governing Law), survive any termination or expiration of these Terms. 
19. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without reference to conflicts of laws principles. Any disputes, controversy, or claim arising out of or relating to this Terms, including their formation, interpretation, performance, or termination, must be brought in the U.S. District Court for the Southern District of New York, unless that court does not have jurisdiction, in which case it may be brought in the New York Supreme Court for the County of New York (except that injunctions may be sought in any appropriate jurisdiction to prevent actual or potential violations of these Terms). USER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
20. Changes to Software or Terms; Modification. NotCo reserves the right to modify, update, or discontinue any aspect of the Software, including but not limited to features, functionalities, service plans, the Credit system, and these Terms and Conditions at any time, at its sole discretion. Any changes to these Terms will be effective upon posting the updated version on NotCo’s website or within the Software interface, unless otherwise required by applicable law. When material changes are made, NotCo will provide reasonable advance notice through the Platform, via email, or other appropriate communication channels. It is the User’s responsibility to review these Terms periodically. Continued use of the Software after changes have been posted or communicated will constitute the User’s acceptance of the updated Terms. If the User does not agree to the modified Terms, they must cease using the Software and, where applicable, may contact NotCo for resolution of any unused Credit balance, in accordance with NotCo’s refund or expiration policies at the time. NotCo also reserves the right to modify the pricing structure, validity period, or method of acquisition and redemption of Credits, provided that such modifications will not affect Credits already granted or purchased unless expressly indicated and subject to reasonable notice. No modification, amendment, or waiver of any provision of these Terms by the User will be binding on NotCo unless it is made in writing and signed by an authorized representative of NotCo.
21. Anti-Bribery. Each Party covenants and agrees that in performing its obligations under these Terms, in carrying out the transactions under these Terms and in obtaining any governmental approvals required in connection with these Terms, none of each Party and its officers, directors, employees and agents will offer, pay, promise or authorize payment of anything of value to any government official, political party or political candidate, in violation of any anti-bribery or anti-corruption laws, or take any other action that would violate any anti-bribery or anti-corruption laws binding on such person or in effect in any jurisdiction in which such action is taken. 
22. Privacy. Use of the Software is subject to NotCo’s Privacy Policy available at: https://tech.notco.com/licenses.
23. No Agency. Nothing in these Terms shall be deemed or construed to create, or have been intended to create, a partnership, joint venture, fiduciary, franchise, employment or agency relationship between the parties hereto.
24. Publicity and Use of Name. Unless otherwise agreed in writing, Users may not issue press releases, make public statements, or engage in any general marketing activities referring to their use of the Software or their relationship with NotCo without prior written authorization. NotCo may list Users as part of its general client base for promotional purposes and may display their name or logo in presentations, case studies, or website listings, unless the User expressly opts out by written request.
25. Review and Interpretation. These Terms and Conditions are intended to be clear and understandable to all Users. No presumption or rule of interpretation shall be applied against NotCo as the drafter of these Terms. Section headings are provided for convenience only and do not affect the meaning of the provisions. This Software is intended solely for use by businesses and organizations. By entering into this Agreement, you represent and warrant that you are obtaining access to the Service for business purposes only.
26. Export Regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the NotCo IP or any User Data outside the US.

Exhibit A - Security Annex

Definitions

“AI System” means a software-based system that can generate outputs such as predictions, recommendations, or decisions, based on input data, and may operate with varying levels of autonomy to assist or influence real or virtual environments.

“Industry Recognized Framework” means an information security framework or standard commonly accepted in the technology industry, such as ISO/IEC 27001, SOC 2 Type II, or the NIST Cybersecurity Framework. References to such frameworks in these Terms are for alignment purposes only and do not imply certification or formal compliance, unless expressly stated.

“Secure Area” means any physical location where User Content is stored or processed, and to which access is restricted by the infrastructure provider or by NotCo, including secure environments managed by third-party cloud providers such as Google Cloud Platform.

1. Organizational Controls

1.1. Purpose, Scope, and Evolution

1.1.1. NotCo implements and maintains reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of User Content and the systems used to deliver the Software.

1.1.2. These security practices may evolve over time due to technological improvements or operational adjustments. Any such changes will not materially reduce the level of protection offered to User Content.

1.1.3. NotCo may update its security practices from time to time. General descriptions of the applicable security measures may be made available upon request, at NotCo’s sole discretion and subject to confidentiality considerations.

1.2. Information Security Program

NotCo maintains an internal information security program consisting of policies, procedures, and technical and organizational safeguards designed to protect its systems and the User Content processed through the Software (the “Security Program”).

This Security Program is informed by principles derived from industry-recognized frameworks such as ISO/IEC 27001, SOC 2, and the NIST Cybersecurity Framework, but NotCo does not represent or warrant formal certification or compliance unless expressly stated.

The Security Program is proportionate to the nature of the Software, the types of data processed, and NotCo’s operational context. NotCo may, at its discretion, share high-level information about its Security Program upon written request and subject to confidentiality considerations.

1.3. Access Controls, Identification and Authentication

NotCo implements access control procedures and authentication mechanisms designed to restrict access to production systems and protect User Content from unauthorized access. These include measures to ensure that only authorized personnel can access the environments where the Software operates.

Access rights are granted based on the principle of least privilege and are periodically reviewed. Privileged accounts may require additional authentication measures.

Authentication for users of the Software is handled via trusted third-party providers such as Auth0, using protocols like OAuth or OpenID Connect. NotCo does not implement customized single sign-on or multi-factor authentication unless separately agreed.

NotCo may implement additional security features—such as session timeouts or multi-factor authentication—where technically feasible and aligned with the nature of the Software. These features may be updated from time to time based on operational needs and evolving best practices.

1.4. Business Continuity Management Program

NotCo maintains internal business continuity and disaster recovery procedures intended to support the continued operation of the Software and restoration of service in the event of unexpected interruptions.

These procedures are designed to mitigate the risk of significant disruptions and may include infrastructure redundancy, backup mechanisms, and recovery protocols offered through third-party providers such as Google Cloud Platform.

NotCo may update or test these procedures periodically. While reasonable efforts are made to ensure continuity of service, NotCo does not guarantee uninterrupted access or full restoration of all functionalities in every scenario.

In the event of a disruption or data incident attributable to NotCo, NotCo will make reasonable efforts to restore access and recover affected data, in accordance with its internal recovery procedures. User acknowledges that NotCo is not responsible for data loss or errors caused by third-party services, infrastructure providers, or events beyond its reasonable control.

1.5. Information Security Incident Response

1.5.1. NotCo maintains internal incident response procedures designed to detect, contain, and mitigate potential security incidents that may affect the confidentiality, integrity, or availability of User Content or the Software. In the event of a confirmed security breach involving unauthorized access to User Content, NotCo will notify affected users as soon as reasonably practicable and in accordance with applicable laws. The notification may include general information on the nature of the incident and any remediation steps taken. NotCo will investigate such incidents using its internal resources and may engage third-party service providers if needed. Any remediation efforts will be implemented based on NotCo’s assessment of the incident and in line with its internal policies and operational capabilities. NotCo does not commit to specific reporting formats, forensic reports, legal analyses, or timelines, unless required by applicable law.

1.5.2. NotCo may periodically review and test its internal incident response procedures as part of its broader security program and in accordance with its operational needs. These activities are intended to help ensure the continued effectiveness of NotCo’s ability to detect and respond to security incidents. NotCo does not commit to any specific testing frequency, methodology, or reporting obligations under these Terms, but may disclose general information about its security testing practices upon reasonable request and subject to confidentiality considerations.

2. Technological Controls

2.1. Encryption and Data Protection

NotCo uses encryption protocols and industry-standard practices to help protect User Content from unauthorized access. Data in transit is encrypted using secure communication protocols such as HTTPS/TLS. Data at rest is encrypted in accordance with standards provided by NotCo’s infrastructure partners, including Google Cloud Platform.

2.2. Monitoring and Threat Detection

NotCo monitors its systems for unauthorized access, anomalous behavior, and other potential security threats using tools and services consistent with industry practices. These include intrusion detection mechanisms, access logging, and alerting systems.

2.3. Logical Separation

2.3. Logical SeparationUser Content is stored in logically segregated environments using cloud infrastructure configurations designed to prevent unauthorized access between users. NotCo does not implement virtual private cloud (VPC) segmentation or dedicated network isolation for this Software.

2.4. Logging and Audit Trails

NotCo maintains access logs and system logs to monitor and analyze platform activity. Logs are used for troubleshooting, security incident detection, and service monitoring purposes. Passwords and other sensitive credentials are excluded from logging.

2.5. Malware Protection

NotCo applies protective measures against malicious code using commercially reasonable antivirus and anti-malware tools, and cloud-based protection layers. Uploaded files may be scanned automatically for malicious behavior or known signatures.

2.6. Backup and Recovery

​User Content is backed up as part of NotCo’s infrastructure provider configurations. Backup and recovery procedures are designed to allow restoration in case of service disruption, in accordance with NotCo’s operational practices and infrastructure capabilities. ​

2.7. Security Testing and Vulnerability Management

NotCo performs periodic internal security assessments and applies software updates and patches as necessary. Security issues are prioritized and addressed based on severity and risk. External penetration testing may be conducted from time to time, at NotCo’s discretion.

2.8. Security Assessments and Audits

Where Concept Quant incorporates AI-based components, NotCo implements internal safeguards aligned with recognized industry principles for AI system security. These include measures intended to ensure the confidentiality and availability of data processed through the system. NotCo does not guarantee adherence to any particular certification standard unless explicitly stated.

3. Physical Controls

3.1. Physical Security

The Software operates on cloud infrastructure provided by third-party service providers such as Google Cloud Platform. These providers are responsible for implementing physical security measures at the data centers where User Content is stored or processed.

Such physical security measures may include access restrictions, environmental controls, surveillance systems, and other protections designed to prevent unauthorized physical access to infrastructure and ensure data resilience.

NotCo does not operate physical data centers for the provision of this Software and relies on the physical security standards of its infrastructure providers, which are expected to comply with industry practices and applicable regulations.

3.2. Media Disposal

NotCo and its infrastructure providers implement data disposal procedures in accordance with industry standards to ensure that retired media containing User Content is securely deleted or destroyed. 

4. People Controls

4.1. Awareness

NotCo ensures that its personnel involved in the operation and maintenance of the Software are aware of relevant internal policies and procedures, including those related to data security and privacy.

4.2. Training

NotCo provides periodic security awareness training to its personnel, covering topics such as information security, data protection, and business continuity, as appropriate to their role and responsibilities.