Terms of service

01Agreement to these terms

These Terms of Service (the “Terms”) are a binding agreement between you and Nootles Inc. (“Nootles”, “we”, “us”). They govern your use of the Nootles websites, including www.nootles.com, and the Nootles application at app.nootles.com (together, the “Service”). By creating an account or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other organisation, you represent that you have authority to bind it, and “you” means that organisation as well as the person accepting.

02The service

Nootles is a planning surface: prose, diagrams, code, maths and tables in one document, with an AI that reads and edits that document subject to your approval. The Service is in beta — it is being built in the open, which means it will change quickly and will occasionally break. We may add, alter or remove features, or suspend or discontinue all or part of the Service, at any time. Where reasonably possible we will give notice of changes that materially reduce what a paid plan provides, and if we discontinue a paid feature you have paid for in advance, we will refund the unused portion.

03Eligibility and accounts

You must be at least 13 years old to use the Service, and old enough to lawfully agree to these Terms where you live; if you are under 18, you may use the Service only with the consent of a parent or guardian. Information you give us when registering must be accurate and kept current.

Your account is yours: keep your credentials to yourself, and everything done through your account is your responsibility until you tell us it has been compromised. Tell us promptly at that address below if you suspect unauthorised use. We may refuse, suspend or reclaim accounts where we reasonably need to — for example, an account name that impersonates someone else.

04Your documents

Everything you write, draw, upload or otherwise put into the Service (your “Content”) is yours. We claim no ownership of it.

So that the Service can work, you grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display and adapt your Content — as needed to operate, provide, secure and improve the Service, and as you direct. While the Service is in beta, improving it includes using your Content and your interactions with the AI to train and fine-tune the models that power the Service; the Privacy Policy describes this in plain terms. This licence ends when you delete the Content or your account, except for copies held briefly in routine backups, copies we are required by law to keep, and improvements already trained into the models, which cannot be untrained.

You are responsible for your Content: for having the rights to it, and for what it contains. We do not monitor Content, but we may remove or refuse Content that violates these Terms or the law, and we may access Content where necessary to provide the Service, to respond to your support request, to comply with law, or to protect the Service and its users.

If you create a share link to a page, anyone who holds the link can read that page and the files on it, without an account. Sharing is yours to decide, and so is who you give the link to.

05AI assistance

The AI in Nootles proposes edits and holds them for your approval; nothing lands on the page without your yes. That design carries a legal meaning too: what you accept becomes your Content, and accepting it is your judgement, not ours.

To the extent we hold any interest in output the AI generates for you, we assign it to you. Two honest caveats come with that. First, machine output may not be unique — a similar document and a similar instruction may produce similar output for someone else, and we cannot promise otherwise. Second, machine output can be wrong, incomplete or out of date while looking finished and confident. You must review output before relying on it. The Service is a place to think; it is not legal, medical, financial, engineering or other professional advice, and you should not treat its output as any of those.

AI features are powered in part by third-party model providers, described in the Privacy Policy. While the Service is in beta, your use of the AI — the instruction you give, the document context sent with it, and what you accept or reject — is used to train and fine-tune the models that power the Service. We may set and change reasonable limits on AI usage — volume, rate, model availability — at any time.

06Acceptable use

Using the Service, you will not:

• break the law, or infringe anyone's intellectual property, privacy or other rights;
• upload malicious code, or use the Service to distribute it;
• probe, scan, overload, disrupt or interfere with the Service, or attempt to access it, other accounts, or our systems by any means other than the interfaces we provide;
• circumvent usage limits, access controls or billing;
• scrape the Service, or resell, sublicense or rent it, without our written agreement;
• use the Service or its output to build or train a competing product or a competing AI model;
• misrepresent the origin of anything you export from the Service, or use it to deceive or defraud.

We may investigate suspected violations and may suspend or terminate accounts involved in them.

07Plans and payment

Parts of the Service may be free and parts may be paid, and where the line sits can change. If you buy a paid plan: fees are as stated when you buy, are billed in advance, and — except where these Terms or the law require otherwise — are non-refundable. Subscriptions renew automatically until you cancel, and cancellation takes effect at the end of the current billing period. We may change prices with reasonable advance notice, effective from your next billing period; if you do not agree to a new price, cancel before it takes effect.

Payments are handled by a third-party payment processor; we do not store full card numbers. You are responsible for applicable taxes other than taxes on our income. We may suspend paid features for accounts with overdue fees after reasonable notice.

08Our property

The Service itself — the software, the design, the document model, the Nootles name and mark — belongs to us and our licensors, and is protected by intellectual-property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service as these Terms allow, and no other rights. Nothing in these Terms transfers any of our intellectual property to you.

If you send us feedback — ideas, suggestions, bug reports — you grant us the right to use it without restriction or obligation to you. Feedback is welcome precisely because we can act on it.

09Third-party services

The Service depends on and may link to services we do not control — hosting, model providers, payment processors, anything you choose to connect. We are not responsible for third-party services, and your use of them is governed by their own terms. That a link or integration exists is not an endorsement.

10Termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access immediately if you materially breach these Terms, if your use creates risk or possible legal exposure for us or for other users, or if required by law; we may otherwise terminate with thirty days' notice, refunding any prepaid fees for the period after termination.

Export what you need before your account closes: after termination we may delete your Content following a reasonable period, and we are not obliged to keep it. Sections of these Terms that by their nature should survive termination — including ownership, disclaimers, limitation of liability, indemnification and dispute resolution — survive it.

11Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED — INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT OUTPUT GENERATED BY AI FEATURES WILL BE ACCURATE, COMPLETE OR RELIABLE. YOU USE THE SERVICE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU; IT APPLIES TO THE FULLEST EXTENT THE LAW PERMITS.

12Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NOOTLES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, GOODWILL OR BUSINESS OPPORTUNITY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF ONE HUNDRED CANADIAN DOLLARS (CAD $100) OR THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE. THESE LIMITS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

13Indemnification

You will defend and indemnify Nootles, and hold us harmless, against claims, damages and reasonable costs (including legal fees) arising from your Content, from your use of the Service in violation of these Terms or the law, or from your violation of anyone else's rights. We may take over the defence of any matter subject to indemnification, in which case you will cooperate with us.

14Governing law and disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply in it, excluding its conflict-of-laws rules. If you live somewhere whose law gives you mandatory consumer protections, those protections remain yours.

Talk first. Before either of us starts formal proceedings, we agree to try to resolve the dispute informally: send a written description of the dispute to legal@nootles.com, and we will do the same to your account email, and both of us will try in good faith to settle it within sixty days. Most disagreements should end here.

Arbitration. If informal resolution fails, any dispute arising out of these Terms or the Service will be resolved by binding arbitration seated in Vancouver, British Columbia, administered by the Vancouver International Arbitration Centre under its rules, rather than in court — except that either of us may bring an individual claim in a small-claims court or tribunal that has jurisdiction (in British Columbia, the Civil Resolution Tribunal or the Provincial Court), and either of us may go to court for injunctive relief against infringement or misuse of intellectual property. The arbitration will be conducted in English, and judgment on the award may be entered in any court with jurisdiction.

No class actions. TO THE EXTENT THE LAW PERMITS, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS: NEITHER OF US MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND EACH OF US WAIVES ANY RIGHT TO A TRIAL BY JURY WHERE ONE WOULD OTHERWISE EXIST. This paragraph does not waive rights that cannot lawfully be waived. If it is found unenforceable as to a dispute, the arbitration provision does not apply to that dispute — but the rest of this section, and of these Terms, stands.

Opting out. You may opt out of arbitration entirely by emailing legal@nootles.com within thirty days of first accepting these Terms, stating your name, your account email, and that you opt out of arbitration. If you opt out, or where arbitration does not apply, disputes will be resolved in the courts of British Columbia sitting in Vancouver, British Columbia, and both of us consent to their jurisdiction.

15Changes to these terms

We may revise these Terms. For material changes we will give reasonable advance notice — by email, or in the Service itself — before the revised Terms take effect. Using the Service after that date means you accept the revision; if you do not, stop using the Service before the change takes effect and, if you have prepaid, we will refund the unused portion. The effective date at the top of this page is always the date of the version you are reading.

16Everything else

These Terms and the Privacy Policy are the entire agreement between us about the Service, and supersede any earlier ones. If part of these Terms is found unenforceable, the rest stands, and the unenforceable part is replaced by an enforceable one that comes closest to its intent. Our not enforcing a provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets, and to an affiliate. There are no third-party beneficiaries. Neither of us is liable for delay or failure caused by events beyond reasonable control. You will comply with applicable export and sanctions law in using the Service.

17Contact

Questions about these Terms go to legal@nootles.com. Notices to you go to your account email, which you are responsible for keeping current.