Terms of Use

Date last modified: November 22, 2024

These terms of use (these “Terms of Use”) in conjunction with the Privacy Policy (defined below), available at https://noca.ai/privacy-policy/, as may change from time to time, and any other agreement executed between you and NOCA, constitute a legal and binding agreement, between you and NOCA AI Ltd., with address at 1 Haeshel, Bitan Aharon, Israel, Israel (“NOCA”), that governs your use of the NOCA website https://noca.ai/ (the “Website”), the Service (as defined below) and any product or service offered by NOCA on the Website, all as may change from time to time (collectively with the Website, the “NOCA Services”). By accessing and using the NOCA Services, you accept these Terms of Use, without limitation or qualification. If you do not agree with these Terms of Use, you must immediately sign out and cease using NOCA Services. 

“you”, and “your” shall apply collectively to you as an individual and to the organization for which you are using the NOCA Services. You hereby acknowledge, warrant, and covenant that you are over the age of 18, and have the authority to (i) use the NOCA Services; and (ii) bind your organization to the terms of these Terms of Use. if you do not agree to the terms of these Terms of Use, or do not represent the foregoing, you are asked to immediately cease using the NOCA Services, and in any way not proceed with signing up or signing in, as applicable.

Services

NOCA offers an integration-platform-as-a-service solution enabling you to integrate different applications and create workflows between them with NOCA’s platform which is designed to integrate seamlessly with your applications across your entire organization (the “iPaaS Service”). In addition, NOCA may offer additional services and/or products, including, without limitation, professional services, extra quotas, license addon, artificial intelligence agents (collectively with the iPaaS Service, the “Services”).

Content

All content provided on the NOCA Services are provided for informational purposes only and should not be construed as an advice, commercial offer, license, or professional relationship between you and NOCA. No information provided on the NOCA Services should be considered a substitute for your independent research.

Furthermore, you agree that NOCA assumes no responsibility for the information or content you submit or make available through the NOCA Service(s) or the content that is made available to you by third parties.

Access and User Account

To access the Website for the first time, you will have to sign up, and then you will have to sign in. To use the Services, you will have to create a user account (“Account”). You agree to provide accurate, current and complete information about yourself during the registration process and to update such information to keep it accurate, current and complete. You are solely responsible for maintaining the confidentiality of your Account and password and for all activities that occur under your Account. You may not share your password with anyone, or transfer or give access to the NOCA Services to anyone else. You must notify NOCA immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to NOCA at support@noca.com.

Proprietary Rights

NOCA Services and any part thereof are protected by copyright, trademark and other proprietary rights. You agree not to use, modify, reproduce, distribute, sell, license, reverse engineer or create derivative works based on NOCA Services or any part thereof, except as expressly permitted by these Terms of Use or as otherwise authorized by NOCA in writing.

NOCA  retains all right, title, and interest in and to the NOCA  Services, its modifications, updates, upgrades, improvements, enhancements, derivative works, documentation and any copy thereof, including, without limitation, all rights to patent (including patent applications), copyright, know-how and other confidential information trade secret and trademark and any other intellectual property rights, for, or both now in existence or that may be created, and reserves all rights in and to the NOCA  Services not expressly granted to you in these Terms of Use. The NOCA Services and all intellectual property therein are and shall remain the sole and exclusive property of NOCA. You agree that these Terms of Use convey a limited license to use NOCA Services, and only for the effective term granted to you hereunder. Accordingly, your use of any of the NOCA Services or any of their intellectual property rights independently or outside the scope of these Terms of Use shall be considered an infringement of intellectual property rights. This shall not limit, however, any claim NOCA may have for a breach of contract in the event you breach a term or condition of these Terms of Use.

Confidentiality

The NOCA Services and their content are highly confidential. You undertake: (i) to keep them confidential and not to divulge or otherwise transfer them to third parties; and (ii) not to use them except as specifically authorized in these Terms of Use. Without affecting the generality of the foregoing, you will apply at least the same degree of care in protecting the confidentiality of the NOCA Services and their content as it applies to your own proprietary information and trade secrets.

Purchase of License

The use of any of the NOCA Services, its features or services, is not and shall not be deemed as a sale, transfer or assignment of any rights. In the event of you purchasing a license to one or more of the Services, under an executed Specific Agreement (as defined below) with NOCA, then NOCA shall grant you a limited, fully revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license, to access and use such Service solely for your personal or internal institutional use (the “Subscription”), and only during the Subscription Period (as defined below). You hereby acknowledge that there are a number of Service Subscriptions offered by NOCA and that additional information regarding each Service Subscription may be made available within applicable landing pages within the Website. NOCA offers two types of Subscriptions, (a) a regular Subscription or (b) a compliance subscription (“Compliance Subscription”) which includes additional encryption protecting your Customer Data (as defined below) and is compliant with the Compliance Requirements (as defined below). You hereby acknowledge and agree that any Sensitive Data (as defined below) transmitted by you to NOCA, its affiliates, and the Hosting Provider (as defined below), that is subject to the Compliance Requirements will only be transmitted using a Compliance Subscription.  

While using the Noca Services, certain data, such as personal data or other data, will be made available and/or accessible to NOCA or the NOCA Services (the “Customer Data”). Unless you have purchased a Compliance Subscription, you shall not provide or make available to NOCA, its affiliates, or the Hosting Provider (or otherwise expose them to) any Customer Data that includes or links to Sensitive Data.

“Sensitive Data” means any (i) categories of data stipulated under Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards; (iii) Nonpublic Personal Information (NPI, as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI data, as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws (“Compliance Requirements”).

Fees

In order to activate use the any of the Services you may be required to pay the Subscription fees set forth in the Specific Agreement as will be applicable to the Subscription plan that you choose and under the payment terms specific in such Specific Agreement (“Fees”).

Certain components of the Services may be made available on a free of charge basis, however, NOCA reserves the right to charge in the future, a fee for features and/or uses and/or Services which are currently made available free of charge. Any failure to pay applicable Fees and charges may result in you not having access to some or all of the Services.

all Fees are stated, and are to be paid, in the currency specified in the Specific Agreement, and, except as may be expressly stated otherwise in the Specific Agreement: (a) all Fees shall be paid in advance at the commencement of each Subscription Period and in any event no later than thirty (30) days from the beginning of the current billing cycle, provided a new Specific Agreement was signed prior to the end of the previous periodic Subscription.; (b) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law; and (d) all amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. If you are required by any law applicable to you to withhold or deduct taxes for any payment under this Agreement, then the amounts due to NOCA shall be increased by the amount necessary so that NOCA receives and retains, free from liability for any deduction or withholding, an amount equal to the amount NOCA would have received had you not made any such withholding or deduction. For clarity, NOCA shall provide you with at least a 5 days’ notice that the current Subscription is ending and that if you fail to pay the Fees for the additional term by the current Subscription end date, NOCA will terminate your access to the Services on the end date of your current Subscription.

NOCA may, at its sole discretion and at any time, modify the Fees, the modified Fees will become effective at the end of your then-current Subscription Period. In the event that you do not agree with such change of Fees, then you shall notify NOCA in writing and your Subscription shall  end at the end of the current billing cycle.  

In addition, if you fail to pay the applicable Fees when due, NOCA will notify you thereof in writing and, within five (5) days of such notice, may suspend or otherwise terminate your Subscription.

NOCA may, at its sole discretion, offer a limited free trial Subscription to use any of the Services for evaluation purposes, during the applicable trial period specified in the Specific Agreement and/or within the Website (“Trial Period”) prior to charging the Fees. The Service provided during the Trial Period will have certain limited functionalities and certain output may include a ‘powered by NOCA’ logo. NOCA has the right to terminate a Trial Period at any time and for any or no reason.

Use of NOCA Services

Please note that the scope and nature of the NOCA Services may vary according to your specific workplace or specific binding agreement executed by you or your organization and NOCA, as applicable and valid (the “Specific Agreement”), and you do not and shall not have any claim and/or demand on this matter. You agree to grant NOCA the right to edit, supervise, and remove any content posted or shared by you in the NOCA Services. NOCA at all times has the right, but not the obligation, to update, to upgrade and/or to adapt the NOCA Services or any part thereof and/or to change or remove data or information stored on its servers. Your use of the NOCA Services or any part thereof is at your own account and risk. You are responsible for any and all use by you, as well as for the integrity of the information you provide on the Services.

Unless you have an Unmetered Account (as defined below), once your Subscription utilizes the monthly (or annual) quota purchased as part of the Specific Agreement, the Subscription will automatically be suspended until the end of the current month (or year) (“Suspension” or “Suspended”). After the end of the month (or year), your Subscription will be available to use with the quota purchased once more until the monthly (or annual) quota is utilized. If a Subscription is Suspended three times in a 12-month period, the Subscription will be Suspended until an additional quota is purchased and paid for using a Specific Agreement.

“Unmetered Account” means an Account protected fromSuspension due to spikes in usage over the quota which has been bought. While using an Unmetered Account, if your usage is higher than the quota of Services listed on your Specific Agreement, you will not suffer a Suspension, and we will invoice you at the end of each term. Extra usage under an Unmetered Account shall be 35% more expensive than committed usage.

NOCA may, at its sole discretion, reject or deny your registration to the NOCA Services or any purchase of Services or any of the features or services thereof.

NOCA reserves the right to deactivate, cease, block or suspend, temporarily or permanently, your Account and/or Subscription  and/or your ability to make use of the NOCA Services or any of the services and features thereof, for any reason, at its sole and absolute discretion.

Disclaimer

THE NOCA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVALIABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. BY USING ANY OF THEM, YOU HEREBY PRESENT AND WARRANT NOT TO USE FOR ANY ILLEGAL, IMMORAL OR UNAUTHORIZED PURPOSES, NOR TO KNOWINGLY OR PURPOSELY USE IN VIOLATION OF ANY RIGHT OF THIRD PARTY. YOUR USE DOES NOT AND SHALL NOT CREATE ANY PARTNERSHIP, JOINT VENTURE, AGENCY OR ANY OTHER RELATIONSHIP BETWEEN YOU AND NOCA. NOCA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR AVAILABILITY OF NOCA SERVICES, NOR DOES IT WARRANT ERROR OR DEFECTS FREE, ACCURACY, COMPLETENESS, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR THAT ANY ERRORS OR DEFECTS ON WILL BE CORRECTED.

Unlawful or Prohibited Use; Restrictions

You agree not to, and you will not permit others to: (a) use the NOCA Service(s) for any use that is unlawful or prohibited by applicable law or by these Terms of Use, or interfere with any other user’s use to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe rights of third parties; or otherwise violate applicable laws, ordinances or regulations; or (b) attempt to gain unauthorized access to the NOCA Services, or perform or disclose any performance or vulnerability testing of the NOCA Service(s) without NOCA’s prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the NOCA Service(s); or (c) modify, make derivative works of, disassemble, decompile, decrypt, reverse compile or reverse engineer, reproduce, republish, download, or copy any part of the NOCA Service(s); or (d) license, sub-license, sell, transfer, rent, lease,  transmit, host, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the NOCA Service(s) to any third party; or (e) exceed the maximum amount of users of the subscription you’ve obtained; or (f) Not transmit or distribute anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of NOCA Service(s), including, but not limited to, any viruses, worms, defects, Trojan horses, malicious code, or any other similar software or programs that may damage the operation of the NOCA Service(s), anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property; or (g) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark). If you perform any sort of penetration testing of any of the NOCA Services, including as stipulated under small section (b) above, without receiving a prior written authorization from NOCA, then: (i) your Account and Subscription will be suspended until it is cleared by NOCA’s Chief Information Security Officer, and subject to you purchasing from NOCA a penetration testing environment; and (ii) you will be pay NOCA an amount equal to 50 hours, according to the price list published on the Website, for the DevOps response work to clear your environment.

You agree and warrant that your use of the NOCA Services and any part thereof will not infringe upon any and all rights of third parties, and that such use will always be in conformity with all applicable laws and regulations. You must notify NOCA immediately in the event you become aware of any unauthorized access to or use of the NOCA Services by third parties under your username or password or any other possible breach in security. NOCA is neither responsible nor liable for any loss or damage that may result from any unauthorized use.

Feedback

any feedback, comments, ideas, improvements or suggestions (collectively, “Feedback”) provided by you to NOCA with respect to the NOCA Services shall remain the sole and exclusive property of NOCA. NOCA shall be free to use, copy, modify, publish, or redistribute the Feedback for any purpose and in any way without any credit or any compensation to you.

Modifications; Updates

NOCA reserves the right to modify, suspend or discontinue, temporarily or permanently, the NOCA Services or any part thereof, with or without notice, and it shall not be liable.

NOCA may, from time to time, provide enhancements or improvements to the features/functionality of the NOCA Services, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”). Updates may modify or remove certain features and/or functionalities of the NOCA Services. You agree that NOCA has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the NOCA Services to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the NOCA Services, and (ii) subject to the terms and conditions of these Terms of Use.

Term and Termination

You may use the Services from when you are granted access by NOCA and until the earlier of (the “Subscription Period”): (i) the date on which the term set by the Specific Agreement; (ii) the date in which you terminate according to a prior written notice by you to NOCA, or (iii) on the date NOCA notifies you in writing. NOCA reserves the right, at its sole discretion, to terminate, suspend, remove, block, deactivate, and/or disable your access and use to all or part of the NOCA Services, with or without notice and with or without cause, other than if otherwise provided in the Specific Agreement.

Upon termination of the Subscription Period of a Subscription, you shall cease all use of the Services of such Subscription, you will lose all access to the Service and to any data uploaded to the Service. NOCA reserves the right to permanently delete your Account and Subscription and data from NOCA (or NOCA Hosting Providers’) servers at any time following termination, and in any way your Subscription will be automatically deleted 30 days after the end of Noca’s Account Retention Policy. NOCA does not accept any liability for any termination of the Service or data that is deleted in connection thereto.

Hosting Provider; Third Party Services

The NOCA Services are hosted by a third party hosting services provider selected by NOCA (currently Amazon Web Service) (“Hosting Provider“), and accordingly the availability of the NOCA Services shall be in accordance with the Hosting Provider’s then-current uptime commitments. In order to use the NOCA Services, the NOCA Services need to operate on or with services provided by your third parties service providers, i.e. any application you are connecting using the NOCA Services (“Third Party Services”). You acknowledge and agree that you are solely responsible for securing any and all rights necessary for you to access Third Party Services and for complying with any applicable terms or conditions of any Third Party Services. NOCA does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions. You acknowledge and agree that the availability and the operability of the NOCA Services is subject to such Third Party Service and you hereby agree to and hereby releases NOCA and its respective assigns from all claims, demands or damages in connection thereto.

The NOCA Service(s) may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services or may include applications, integrations, services, or implementation, customization and other consulting services related thereto, provided by a party other than NOCA, that interoperate with the NOCA Service(s). You acknowledge and agree that NOCA shall not be responsible nor liable for any services or links. NOCA does not assume and shall not have any liability or responsibility to you or any other person or entity for any such services or links. It is hereby clarified that such third party services and links are provided solely as a convenience to you and your access and use of them is entirely at your own risk and subject to such third parties’ terms and conditions.

Indemnification

You agree to indemnify, defend and hold harmless NOCA and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the NOCA Services; ii) your failure to comply with any applicable law, regulation, or government directive; or iii) your breach of these Terms of USE or the Specific Agreement.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of NOCA under any provision of these Terms of Use and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you to NOCA in the 12 months preceding event in which the damage was caused to you. To the maximum extent permitted by applicable law, in no event shall NOCA be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the NOCA Services, third-party software and/or third-party hardware used with the NOCA Service(s), or otherwise in connection with any provision of these Terms of Use, even if NOCA has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Data Protection and Privacy

In performing the Services, NOCA will comply with the NOCA Privacy Policy, which is available at https://noca.ai/privacy-policy/ and incorporated herein by reference, as may change from time to time (the “Privacy Policy”) NOCA highly regards your rights in your personal data and your privacy. The collection and use of your data is subject to NOCA’s Privacy Policy.

Amendments

NOCA reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time.  . You are advised to review these Terms of Use on a regular basis. By continuing to access or use the NOCA Services, after any revisions become effective as mentioned above, you agree to be bound by the revised terms. If, within thirty (30) days of NOCA implementing changes or amendments to these Terms of Use, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing NOCA with written notice of your withdrawal. Upon providing NOCA with the written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the NOCA Services.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under these Terms of Use shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under these Terms of Use preclude further exercise of that or any other right granted herein.

Precedence

In the event of any contradiction between the terms of these Terms of Use or the Specific Agreement, the precedence of the documents shall be as follows:

First – the Specific Agreement

Second – these Terms of Use

Survival and Severability

Any provisions in these Terms of Use, which by their nature extend beyond the termination or expiration of any License under these Terms of Use, will remain in effect after such termination.

If any provision of these Terms of Use is deemed to be void, invalid, unenforceable or illegal, NOCA will replace such invalid provision while the other provisions shall continue in full force and effect.

Law and Jurisdiction

These Terms of Use and your use of the Services are governed by the laws of the State of Israel. The courts of competent jurisdiction located within the district of Tel Aviv-Jaffa, Israel, will have the exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Services or in which these Terms of Use and/or the Services are a material fact.

No Employment or Agency Relationship

No provision of these Terms of Use, or any part of the relationship between you and NOCA, is intended to create nor shall they be deemed or construed to create any relationship between you and NOCA other than as specifically referred to in these Terms of Use.

Equitable Relief

You acknowledge and agree that your breach of these Terms of Use would cause NOCA irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which NOCA may be entitled, you acknowledge and agree that NOCA may seek injunctive relief to prevent the actual, threatened or continued breach of these Terms of Use.

Headings

The headings in these Terms of Use are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of these Terms of Use.

Limitation of Time to File Claims

Any cause of action or claim you may have arisen out of or relating to these Terms of Use or the NOCA Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Assignment

You may not sublicense, transfer or assign these Terms of Use or any of the rights or responsibilities or licenses granted under these Terms of Use without NOCA’s prior written consent. NOCA may, without your approval, assign these Terms of Use, your Subscription and/or your Specific Agreement.

Entire Agreement

these Terms of Use together with the Privacy Policy, and any agreement executed between you and NOCA, regarding your use of the NOCA Services and/or any part thereof shall be binding upon you and your use. You may be subject to additional terms and conditions that apply when you use or purchase services, which NOCA will provide to you at the time of such use or purchase.

Contact Us

Don’t hesitate to contact us if you have any questions about these Terms of Use.

• Via Email: support@noca.com