Noop Terms of Use

These Terms of Use govern your access to and use of Noop, including our website, applications, AI agent features, APIs, generated project environments, beta features, and related services.

By accessing or using the Services, creating an account, joining a waitlist, requesting support, or using any beta feature, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

Noop is operated by Vertile AI Pty Ltd, an Australian company.

Company details: Vertile AI Pty Ltd, ABN 11 688 480 499, ACN 688 480 499.

Noop lets you use AI agents to generate, modify, preview, and manage software projects and related assets through conversation.

The Services may also let you join early access, receive product updates, connect third-party services, contact support, manage projects, use credits or subscriptions, and deploy or share generated applications.

We may change, suspend, limit, or discontinue any part of the Services, including beta or preview features, at any time. We do not guarantee that the Services will be uninterrupted, secure, or error-free.

You must be at least 18 years old to use the Services. If you use the Services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

You must provide accurate and current account information, keep your credentials secure, and notify us promptly if you suspect unauthorised access. You are responsible for activity that occurs under your account.

You are responsible for your prompts, files, data, project instructions, generated outputs, deployed applications, and other content you submit to or create through the Services.

AI-generated outputs may be inaccurate, incomplete, insecure, infringing, or unsuitable for your intended use. You are responsible for reviewing, testing, validating, securing, and lawfully deploying any output before relying on it.

You must ensure that you have all rights, permissions, licences, and consents needed to submit data to the Services and to use any generated output.

You must use the Services only in compliance with applicable laws, third-party rights, and these Terms.

You must not misuse the Services, including by attempting to disrupt infrastructure, bypass limits, scrape or bulk extract content without permission, reverse engineer restricted parts of the Services, gain unauthorised access to systems or data, transmit malware, send spam, or use the Services to create unlawful, harmful, abusive, deceptive, infringing, or privacy-invasive content.

We may monitor for abuse and may suspend, restrict, or terminate access where we reasonably believe these Terms have been breached, your use creates risk, or we are required to act by law.

Unless we have agreed otherwise in writing, you must not use the Services to collect, store, process, or transmit payment card data subject to PCI DSS, health information, government identifiers, highly sensitive personal information, or other regulated data where unauthorised disclosure could create material harm.

You should not submit secrets, API keys, passwords, private keys, or production credentials into prompts or project files unless you control access and understand the risk.

As between you and Vertile AI Pty Ltd, you retain your rights in the content, data, prompts, files, and generated project assets you submit to or create through the Services.

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, reproduce, and modify your content solely as needed to provide, secure, maintain, troubleshoot, and improve the Services, respond to support requests, prevent abuse, and comply with law.

Generated applications may include open-source software, third-party services, templates, libraries, or assets governed by separate licences and terms. You are responsible for reviewing and complying with those terms.

We and our licensors own the Services, including our software, models, interfaces, designs, infrastructure, documentation, trademarks, and other technology, excluding your customer data and generated project assets as described above.

We grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services in accordance with these Terms. No rights are granted except as expressly stated.

If you provide feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or compensation.

The Services may integrate with, link to, or depend on third-party services, identity providers, payment processors, hosting platforms, models, analytics providers, and open-source software.

Third-party services are governed by their own terms and privacy policies. We are not responsible for third-party services, and your use of them is at your own risk.

Some features may require paid subscriptions, usage-based fees, credits, or other charges. If you purchase paid Services, you agree to pay the fees shown to you or otherwise agreed in writing, plus applicable taxes.

Subscriptions may renew automatically unless cancelled before the end of the current billing period. Usage-based charges may be billed according to the usage records available in your account or payment flow.

Fees are non-refundable except where required by law, including the Australian Consumer Law, or where we expressly state otherwise.

Our handling of personal information is described in our Privacy Policy. By using the Services, you acknowledge that we may process personal information as described there.

If you join a waitlist, request support, create an account, or opt in to product updates, we may contact you about the Services, account matters, security notices, support, and product information. You can opt out of marketing communications where required by law.

To the maximum extent permitted by law, the Services are provided "as is" and "as available". We disclaim all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of accuracy, security, reliability, merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation.

We do not warrant that AI-generated outputs, generated applications, integrations, or deployment configurations will be error-free, secure, compliant, or suitable for your use case.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot be excluded under the Australian Consumer Law.

To the maximum extent permitted by law, Vertile AI Pty Ltd will not be liable for indirect, consequential, special, exemplary, punitive, or incidental damages, or for loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings arising from or relating to the Services or these Terms.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Services or these Terms is limited to the greater of the fees you paid to us for the Services in the 12 months before the event giving rise to the claim and AUD $100.

You agree to indemnify and hold harmless Vertile AI Pty Ltd, its officers, employees, contractors, and affiliates from claims, losses, damages, liabilities, and expenses arising from your use of the Services, your content or generated applications, your breach of these Terms, or your violation of law or third-party rights, except to the extent caused by our breach of these Terms or negligence.

You may stop using the Services at any time. We may suspend or terminate access if we reasonably believe you breached these Terms, your use creates a security, legal, operational, or reputational risk, payment is overdue, or we are required to do so by law.

After termination, your right to access the Services ends immediately. Provisions that by their nature should survive termination will continue, including ownership, licences needed for completed operations, disclaimers, limitation of liability, indemnity, and dispute provisions.

We may update these Terms from time to time. If we make material changes, we will take reasonable steps to notify you, such as posting the updated Terms or providing notice through the Services.

Your continued use of the Services after the updated Terms become effective means you accept the changes. If you do not agree, you must stop using the Services.

These Terms are governed by the laws of Australia. You and Vertile AI Pty Ltd submit to the non-exclusive jurisdiction of the courts of Australia.

Questions about these Terms can be sent to Vertile AI Pty Ltd at info@vertile.ai.

For privacy information, please review our Privacy Policy.