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Last Updated: August 30, 2023
Thank you for using Noble! These Noble Terms of Services (these “Terms”) describe your rights and responsibilities as a customer of the Noble Services. These Terms are between you and That’s Noble, Inc. (“Noble”, “we” or “us”). “You” means the entity you represent in accepting these Terms, or if that does not apply, you represent that you are authorized to accept these Terms on behalf of your company, and all references to “you” will refer to your company.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Noble Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You accept these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Noble Services, create a Noble Product account, or place an Order.
1. Definitions.
“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“AUP” means the Noble Acceptable Use Policy, available at thatsnoble.com.
“Your Data” means any data, content or materials that You (including Your Users) submits to the Services, including from Third-Party Platforms.
“Order” means an ordering document or online order specifying the Services to be provided to You by Noble.
“Services” means the products and Services that are ordered by You under an Order or online purchasing portal. “Services” excludes Third-Party Platforms.
“Third-Party Platform” means any platform, add-on, Services or product not provided by Noble that You elect to integrate or enable for use with the Services.
“Users” means any of Your employees or contractors or Your Affiliates that You allow to use the Services on its behalf.
2. The Services.
2.1 Permitted Use. During the Subscription Term, You may access and use the Services only for your internal business purposes in accordance with the Documentation and these Terms, including any usage limits in an Order.
2.2 Your Obligations. You are responsible for Your Data, including its content and accuracy, and agrees to comply with all applicable laws and regulations and the AUP in using the Services. You acknowledge and agree that You (i) will honor any access, deletion, opt-out or other requests You receive from data subjects relating to Your Data and update Your Data to reflect such requests, in each case as required by applicable laws and regulations, and (ii) You and Your Users have made all disclosures and have all rights, consents and permissions necessary to use Your Data with the Services and in the manner anticipated by the Services.
2.3 Users. Only Users may access or use the Services. Each User must keep their login credentials confidential and not share them with anyone else. You are responsible for Your Users’ compliance with these Terms and actions taken through their accounts. You will promptly notify Noble if You becomes aware of any compromise of its User login credentials.
2.4 Restrictions. You will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of, or to provide any product or Services to, third parties, (c) use the Services to develop a similar or competing product or Services, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, (e) modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services, (h) interfere with the Services’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Services or (i) transmit any viruses or other harmful materials to or from the Services.
3. Your Data.
3.1 Data Use. You grant Noble the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Your Data as necessary to provide the Services under these Terms. You agree that Noble willl have the right to: (a) access and use Your Data (i) to provide, maintain, and update the Services; (ii) for the purpose of providing statistical insights and analysis related to You and Your Users’ use of the Services; and (b) anonymize and aggregate Your Data (such anonymized and aggregated data, “Aggregate Data”) to prepare reports, studies, analyses, and other work product resulting from such Aggregate Data; provided that under no circumstances will Noble distribute or otherwise make available to any third party any data that is identifiable as Your Data. Except as otherwise provided for in this section, Noble acquires no right, title, or interest from You under these Terms in or to any of Your Data.
3.2 Protection of Your Data. Noble uses reasonable technical and organizational measures to provide appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Your Data. If and to the extent that Noble processes personal data which falls under the jurisdiction of Data Privacy Laws, in the capacity of a processor on behalf of You as a controller, the terms and conditions of a separately executed data processing addendum.
3.3 Data Deletion. Within 30 days after the effective date of termination or expiration of these Terms, You may request the deletion of Your Data from the Services. After such 30-day period, Noble may delete Your Data in accordance with its standard schedule and procedures.
4. Third-Party Platforms. You may choose to use the Services with Third-Party Platforms. Use of Third-Party Platforms is subject to Your agreement with the relevant provider and not these Terms. Noble does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Your Data. If You enable a Third-Party Platform to interoperate with the Services, Noble may access and exchange Your Data with the Third-Party Platform on Your behalf.
5. Fees and Payment
5.1 Fees and Taxes. You will pay all fees described in each Order. Unless otherwise specified in an Order, (i) fees are based on Services subscriptions purchased and not actual usage; and (ii) payment obligations are non-cancelable, and fees paid are non-refundable.
5.2 Invoicing and Payment. You will provide Noble with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Noble. If You provide credit card information to Noble, You authorize Noble to charge such card for all Services listed in the Order for the initial term and any renewal terms as set forth in the “Term” section below. Unless the Order provides otherwise, all fees and expenses are due net 30 days from the invoice date. Late payments are subject to a Services charge of 1.5% per month or the maximum amount allowed by law, whichever is lower.
5.3 Suspension of Services. Noble may suspend Your access to the Services if Your account is 30 days or more overdue. Where practicable, Noble will use reasonable efforts to provide You with prior notice of the suspension. Once You resolve the issue requiring suspension, Noble will promptly restore Your access to the Services in accordance with these Terms.
5.4 Taxes. You are responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Noble’s income tax. Fees and expenses are exclusive of Taxes.
6. Ownership. Neither party grants the other any rights or licenses not expressly set out in these Terms. Except for Noble’s use rights in these Terms, You retain all intellectual property and other rights in Your Data. Except for Your use rights in these Terms, Noble and its licensors retain all intellectual property and other rights in the Services and related Noble technology, templates, formats and dashboards, including any modifications or improvements to these items made by Noble, and the Aggregate Data. If You provide Noble with feedback or suggestions regarding the Services or other Noble offerings, Noble may use the feedback or suggestions without restriction or obligation.
7. Confidentiality
7.1 Definition. “Confidential Information” means information disclosed to the receiving party under these Terms that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Noble’s Confidential Information includes the terms and conditions of these Terms and any technical or performance information about the Services. Your Confidential Information includes Your Data.
7.2 Obligations. The receiving party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in these Terms, and (b) only use Confidential Information to fulfill its obligations and exercise its rights under these Terms. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Noble, subcontractors), provided it remains responsible for their compliance with this “Confidentiality” section and they are bound to confidentiality obligations no less protective than those contained in these Terms.
7.3 Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under these Terms, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
7.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may be entitled to seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this “Confidentiality” Section.
7.5 Required Disclosures. Nothing in these Terms prohibits either party from making disclosures, including of Your Data and other Confidential Information, if required by law, subpoena or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
8. Representations and Warranties
8.1 Warranty by Noble. Noble represents and warrants to You that: (a) the Services will perform materially as described in the Documentation and (b) Noble will not materially decrease the overall functionality of the Services during a subscription term.
8.2 Warranty by You. You represent and warrant to Noble that: (a) Your Data does not contain any material which is unlawful, defamatory, or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy rights), or which may encourage a criminal offense or otherwise give rise to civil liability, or which contains any malicious code, (c) You and Your Users will comply with all applicable laws and regulations (including all applicable privacy / data protection laws and regulations) and (d) You will ensure that You have all necessary and appropriate consents and notices in place to enable lawful transfer and processing of personal data (as defined under data protection laws).
8.3 Warranty Remedy. If Noble breaches the “Warranty by Noble” section and You makes a reasonably detailed warranty claim within 30 days of discovering the issue, then Noble will use reasonable efforts to correct the non-conformity. If Noble cannot do so within 30 days of Your warranty claim, either party may terminate the affected Order as relates to the non-conforming Services. Noble will then refund to You any pre-paid, unused fees for the terminated portion of the subscription term. These procedures are Your exclusive remedy and Noble’s entire liability for breach of the “Warranty by Noble” section. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, or (b) issues in or caused by Third-Party Platforms or other third-party systems.
8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ALL RELATED NOBLE SERVICES ARE PROVIDED “AS IS”. NOBLE AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. NOBLE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT NOBLE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT IT WILL MAINTAIN YOUR DATA WITHOUT LOSS. NOBLE IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE NOBLE’S CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
9. Indemnification.
9.1 Indemnification by Noble. Noble will defend You from and against any third-party claim to the extent alleging that the Services, when used by You as authorized in these Terms, infringes a third party’s U.S. patent, copyright, trademark or trade secret, and will indemnify and hold harmless You against any damages or costs awarded against You (including reasonable attorneys’ fees) or agreed in settlement by Noble resulting from the claim.
9.2 Indemnification by You. You will defend Noble from and against any third-party claim to the extent resulting from Your Data or Your breach of these Terms, and will indemnify and hold harmless Noble against any damages or costs awarded against Noble (including reasonable attorneys’ fees) or agreed in settlement by You resulting from the claim.
9.3 Procedures. The indemnifying party’s obligations in this “Indemnification” section are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Noble is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
9.4 Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as Noble determines necessary to avoid material liability, Noble may at its option: (a) procure rights for Your continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services overall functionality or (c) terminate the affected Order and refund to You any pre-paid, unused fees for the terminated portion of the subscription term. Noble’s obligations in this section do not apply (1) to infringement resulting from Your modification of the Services or use of the Services in combination with items not provided by Noble (including Third-Party Platforms), or (2) Your unauthorized use of the Services.
10. Limitation of Liability.
10.1 Exclusion of Consequential and Related Damages. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF NOBLE’S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, DATA, USE, OR OTHER ECONOMIC ADVANTAGE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW AND DOES NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE “INDEMNIFICATION” SECTION.
10.2 Limitation of Liability. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF NOBLE'S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE “INDEMNIFICATION” SECTION, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE OFFERINGS GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
11. Term and Termination.
11.1 Term. These Terms start on the date You first accept them and continue until all Orders have expired or have been terminated.
11.2 Subscription Term. The term of each subscription will be as specified in the applicable Order (“Subscription Term”) Each Order will automatically renew for successive periods unless (a) the parties agree on a different renewal Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term. Email notice is sufficient for the purposes of this section.
11.3 Termination. Either party may terminate these Terms (including all Orders) if the other party (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
11.4 Refund or Payment upon Termination. Upon any termination for cause by You, Noble will refund to You any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. Upon any termination for cause by Noble, You shall pay any unpaid Fees covering the remainder of the then-current Subscription Term. In no event shall any termination relieve You of the obligation to pay Fees payable to Noble for the period prior to the effective date of termination.
11.5 Effect of Termination or Expiration. Upon the termination or expiration of these Terms, You will immediately stop accessing and using the Services subject to the termination or expired Subscription Term.
11.6 Survival. These Sections survive expiration or termination of these Terms: “Services”, “Fees and Payment”, “Confidentiality”, “Ownership”, “Indemnification”, “Limitation of Liability”, “Disclaimers” Except where an exclusive remedy is provided, exercising a remedy under these Terms, including termination, does not limit other remedies a party may have.
12. General
12.1 Customer Mention. Noble may use Your name to identify You as a Noble customer of the Services, including on Noble’s public website. Noble agrees that any such use shall be subject to Noble complying with any written guidelines that You may deliver to Noble regarding the use of its name and shall not be deemed Your endorsement of the Services.
12.2 Modifications. Noble may modify these Terms from time to time with notice to You. Modifications take effect at Your next Subscription Term or Order unless Noble indicates an earlier effective date. If Noble requires modifications with an earlier effective date and You object, Your exclusive remedy is to terminate these Terms with notice to Noble, in which case Noble will provide You a refund of any pre-paid Services fees for the terminated portion of the current Subscription Term. To exercise this termination right, You must notify Noble of its objections within 30 days after Noble’s notice of the modified Agreement. Once the modified Agreement takes effect Yourcontinued use of the Services constitutes its acceptance of the modifications. Noble may require You to click to accept the modified.
12.3 Assignment. Neither party may assign these Terms without the prior consent of the other party, except that Noble may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns.
12.4 Governing Law, Jurisdiction and Venue. These Terms is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these Terms will be the state and United States federal courts located in Delaware and both parties submit to the personal jurisdiction of those courts.
12.5 Notices. Except as set out in these Terms, any notice or consent under these Terms must be in writing and will be deemed given upon sending with no return error response. If to Noble, notice must be provided to That’s Noble, Inc., at legal@thatsNoble.com. If to You, Noble may provide notice to the address You provided at registration. Either party may update its address with notice to the other party. Noble may also send operational notices to You by email or through the Services.
12.6 Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to these Terms must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Noble. The terms in any purchase order or business form provided by You will not amend or modify these Terms and are expressly rejected by Noble; any of the aforementioned types of documents are for administrative purposes only and have no legal effect.
12.7 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remains in effect.
12.8 Subcontractors. Noble may use subcontractors and permit them to exercise Noble’s rights, but Noble remains responsible for their compliance with these Terms and for its overall performance under these Terms.
12.9 Relationship of the Parties. The parties are independent contractors, not agents, partners or joint venturers.
12.10 Export. Each party agrees to comply with all relevant U.S. and foreign export and import laws in providing and using the Services. Each party (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
12.11 Entire Agreement. These Terms constitutes the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. While not required, these Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
