Terms of Service

1. Agreement to these Terms

These Terms apply to every visitor, user, and organization that accesses the Service, including individuals on a free trial, individual paid users, and members and administrators invited to an organization workspace. If you accept these Terms or use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” will refer to that entity.

We may provide separate written agreements, order forms, or plan-specific terms for certain customers or features. Where a signed agreement between you and Cartex conflicts with these Terms, the signed agreement controls for the subject it covers. Otherwise, these Terms, together with any policies and plan details referenced in them, are the entire agreement between you and us regarding the Service.

2. The Service

Noots is a workplace tool that connects meetings to project management. Depending on your plan and the features you enable, the Service can join, record, and transcribe supported video meetings; generate summaries, notes, and action items; answer questions about your meetings and workspace; and create or update tasks, notes, and boards across the tools you connect. The Service relies on automated systems, including artificial intelligence and machine-learning models operated by us and by our providers, to produce this output.

AI-generated output can be incomplete, inaccurate, or out of date. You are responsible for reviewing output before relying on it, and you should not treat it as professional, legal, financial, medical, or other expert advice. We may add, change, suspend, or remove features, and set or adjust usage limits, at any time. We will use commercially reasonable efforts to avoid materially degrading core paid functionality during a paid term.

3. Eligibility & accounts

You must be at least 18 years old (or the age of majority where you live) and able to form a legally binding contract to use the Service. To use most features you must create an account. You agree to provide accurate, current, and complete information, to keep it up to date, and to keep your login credentials confidential. You are responsible for all activity that occurs under your account and, if you are an administrator, within your organization. You agree to notify us promptly at asherpark@cartexdata.com if you suspect any unauthorized access to or use of your account.

4. Organizations, members & administrators

The Service supports shared organization workspaces. If you create or administer an organization, you may invite members, assign roles, and manage settings, content, and billing for that organization. Administrators may be able to access, export, restrict, or delete content and account information belonging to members of their organization, and to control integrations and plan features on their behalf. You are responsible for your members’ use of the Service, for the roles and permissions you grant, and for ensuring you have the authority and any necessary consents to invite members and manage their content. If you join an organization created by someone else, that organization controls the workspace and this content may be visible to its administrators.

5. Acceptable use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not, and will not permit anyone else to: (a) use the Service in violation of any applicable law, regulation, or third-party right; (b) record, transcribe, monitor, or process any person without the notice and consent required by applicable law; (c) upload or transmit malware or any code intended to disrupt, damage, or gain unauthorized access to any system or data; (d) probe, scan, overload, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure; (e) access the Service to build a competing product or service, or copy any feature, function, or design of the Service; (f) reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law; (g) scrape, harvest, or use automated means to extract data except through functionality we expressly provide; (h) resell, sublicense, or provide the Service to third parties except as expressly permitted; or (i) use the Service to store or transmit content that is unlawful, infringing, defamatory, or harmful, or that you do not have the right to submit.

We may investigate suspected violations and may remove content or suspend or terminate access as described in these Terms. You are solely responsible for your use of the Service and for the conduct of members you invite.

6. Meeting recording, transcription & consent

Laws governing the recording, transcription, and monitoring of meetings and communications vary by jurisdiction. Some jurisdictions require the consent of every participant before a conversation may be recorded or transcribed (often called “all-party” or “two-party” consent). You—and not Cartex—are solely responsible for determining what notice and consent are required for your meetings and for obtaining them before you use the Service to join, record, or transcribe any meeting. By using these features, you represent and warrant that you have provided all required notices and obtained all legally required consents from every participant, and you agree to indemnify us for claims arising from your failure to do so, as described below.

7. Your content & the license you grant us

“Your Content” means the content you or your organization submit to, upload to, connect to, or generate with the Service, including meeting audio and video, transcripts, summaries, notes, documents, messages, tasks, boards, and calendar and email data made available through integrations. As between you and Cartex, you (or your organization) retain all rights in and to Your Content. We do not claim ownership of it.

You grant Cartex a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and create derivative works from Your Content solely as needed to provide, secure, maintain, and improve the Service for you and your organization, to prevent or address technical or security issues, and to comply with law, all as further described in our Privacy Policy. We do not use the private content of your meetings or workspace to train general-purpose AI models, and we do not permit our AI providers to do so. You represent and warrant that you have all rights, consents, and permissions necessary to submit Your Content and to grant this license, and that Your Content and its use through the Service will not violate any law or third-party right.

8. Feedback

If you send us feedback, ideas, or suggestions about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them for any purpose, without any obligation, attribution, or compensation to you. Feedback is provided voluntarily and is not confidential.

9. Plans, billing & payment

The Service is offered through free and paid plans described at sign-up and on our pricing page. Paid plans are billed in advance on a recurring basis (for example, monthly or annually) according to the plan you select, and each plan has its own limits, such as the number of meetings, seats, or included features. By choosing a paid plan, you authorize us and our third-party payment processor, Stripe, to charge your designated payment method for the then-current fees, plus applicable taxes, for the initial term and for each renewal term.

You are responsible for providing valid, current payment information and for all charges incurred under your account. Fees are stated exclusive of taxes, and you are responsible for any sales, use, VAT, or similar taxes, other than taxes based on our net income. If a payment fails or is past due, we may suspend or downgrade your access until the amount is paid. We may change our fees or introduce new charges on a going-forward basis; for existing paid subscriptions, fee changes take effect at your next renewal after we give you notice.

10. Free trials

We may offer free trials or promotional access to paid features. Unless we state otherwise, a free trial automatically converts into a paid subscription at the end of the trial period, and your payment method will be charged the applicable fee unless you cancel before the trial ends. We may modify or discontinue trials at any time. Features available during a trial may differ from paid plans, and any content or configuration created during a trial may be lost if you do not upgrade.

11. Renewals, cancellation & refunds

Subscriptions renew automatically for successive terms equal to your original term until you cancel. You may cancel at any time from your account or billing settings. Cancellation stops future renewals; it takes effect at the end of the current billing period, and you retain access to paid features until that period ends. If you downgrade a plan, the change and any reduced limits generally take effect at your next renewal.

Except where required by law or expressly stated by us in writing, all fees are non-refundable, and we do not provide refunds or credits for partial billing periods, downgrades, unused features, or periods in which you did not use the Service. If you believe you were charged in error, contact us at asherpark@cartexdata.com and we will review the charge in good faith.

12. Intellectual property

The Service, including its software, models, user interfaces, designs, text, graphics, and the “Noots,” “Noots.ai,” and “Cartex” names and logos, is owned by Cartex or its licensors and is protected by copyright, trademark, and other intellectual-property laws. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes. We reserve all rights not expressly granted to you. You may not use our names, logos, or branding without our prior written permission, except to fairly and accurately refer to the Service.

13. Third-party services & integrations

The Service can connect to third-party products and platforms that you choose to enable, including Google, Microsoft, Zoom, and Slack, along with calendar, email, and video-conferencing providers, Stripe for payments, and third-party transcription and AI providers. When you connect an integration, you authorize us to access and exchange the data reasonably needed to provide the relevant features, and you agree that your use of those third-party services is governed by their own terms and privacy policies. Third-party services are provided by their respective owners, may change or become unavailable, and are subject to their API rules and rate limits. We are not responsible for third-party services or for any loss or issue arising from them, and enabling or disabling an integration is your decision.

14. Beta and evaluation features

We may offer features identified as beta, preview, early access, or experimental (“Beta Features”). Beta Features are provided “as is,” may be changed or withdrawn at any time, may not be as reliable or secure as generally available features, and are excluded from any service commitments. Any use of Beta Features is at your own risk.

15. Privacy

Our Privacy Policy explains how we collect, use, share, and protect personal information in connection with the Service. By using the Service, you acknowledge that you have reviewed the Privacy Policy. If you use the Service to process personal information of others, you are responsible for having a lawful basis and any required notices and consents for that processing.

16. Disclaimer of warranties

The Service is provided “as is” and “as available,” with all faults and without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that AI-generated output will be accurate, complete, reliable, or fit for your purposes. Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply to you.

17. Limitation of liability

To the maximum extent permitted by law, in no event will Cartex or its affiliates, officers, directors, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, or for the cost of substitute products or services, arising out of or relating to the Service or these Terms, whether based on contract, tort, negligence, strict liability, or any other theory, and even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total amounts you paid us for the Service in the twelve (12) months immediately before the event giving rise to the liability, or (b) one hundred U.S. dollars (US$100). These limitations form an essential basis of the bargain between you and us and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

18. Indemnification

You agree to defend, indemnify, and hold harmless Cartex and its affiliates and their respective officers, directors, employees, and agents from and against any claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) your use of the Service; (c) your violation of these Terms or of any applicable law, including recording and consent laws; or (d) your violation or infringement of any third-party right. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with us.

19. Term, suspension & termination

These Terms apply while you use the Service. You may stop using the Service at any time and may delete your account from your settings. We may suspend or terminate your access, in whole or in part, with or without notice, if: you breach these Terms; your use creates risk or possible legal exposure for us or others; your account is unpaid or delinquent; we are required to do so by law; or we decide to discontinue the Service or a feature.

Upon termination, your right to access and use the Service ends, and we will handle and delete your data as described in our Privacy Policy. Termination does not entitle you to a refund except where required by law. Any provisions that by their nature should survive termination will survive.

20. Survival

The following sections survive any termination or expiration of these Terms: Your content & the license you grant us (as to licenses that are stated to survive), Feedback, Intellectual property, Disclaimer of warranties, Limitation of liability, Indemnification, Survival, Governing law & dispute resolution, and General terms, along with any accrued payment obligations.

21. Changes to the Service and these Terms

We may modify these Terms from time to time. When we make material changes, we will update the effective date at the top of this page and provide additional notice where appropriate, such as by email or an in-product notice. Changes are effective when posted unless we state otherwise. Your continued use of the Service after changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and may cancel your subscription.

22. Governing law & dispute resolution

These Terms and any dispute or claim arising out of or relating to them or the Service are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-laws principles and excluding the U.N. Convention on Contracts for the International Sale of Goods. You and Cartex agree that the state and federal courts located in Texas will have exclusive jurisdiction and venue over any dispute that is not otherwise subject to an alternative resolution process agreed in writing, and each party consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum. You and Cartex agree that any claim must be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

23. General terms

These Terms, together with the Privacy Policy and any plan details or policies referenced in them, are the entire agreement between you and Cartex regarding the Service and supersede any prior agreements on the subject. You may not assign or transfer these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will stay in effect. Our failure to enforce any right or provision is not a waiver. We are not liable for any delay or failure to perform caused by events beyond our reasonable control. We may provide notices to you through the Service or by email, and you agree to receive communications from us electronically.

24. Contact

If you have questions about these Terms, contact Cartex Data, LLC at asherpark@cartexdata.com. Noots.ai is a product of Cartex Data, LLC, based in Texas, USA.