Terms of Use and Service

Last Updated: July 31, 2025

These Terms of Use and Service (the “Terms”) are a binding agreement between We Are NOYACK Inc., a Delaware corporation (“NOYACK,” “we,” “us,” or “our”) and the person or entity accessing or using the Services (as defined below) (“you” or “User”).

These Terms govern your access to and use of: (i) our public-facing websites (the “Website”), (ii) our logged-in web application (the “Web Application”), and (iii) any related content, features, tools, communications, and support (together with the Website and Web Application, the “Services”). This single set of Terms applies to both the Website and the Web Application.

By clicking “I agree,” creating an account, or accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity; in that case, “you” means the entity.

Your use of the Services is also subject to our Privacy Policy (the “Privacy Policy”), which explains how we collect, use, disclose, and protect information and provides your privacy choices and rights, and to any additional terms we present for specific features or programs (for example, promotions, beta features, or account-linking tools) (“Additional Terms”). Additional Terms supplement these Terms and, to the extent of a direct conflict, govern only for the applicable feature or program. Please review the important arbitration and class action waiver in Section 18; it affects how disputes are resolved.

Capitalized terms used but not defined in this Introduction have the meanings given elsewhere in these Terms or in Exhibit A (Glossary).

1. Eligibility; Accounts; Children’s Use

1.1 Eligibility. The Services are intended for individuals eighteen (18) years of age or older. By accessing or using the Services, you represent and warrant that you (a) are at least 18 years old, (b) have the legal capacity to enter into a binding agreement, and (c) are not otherwise barred from using the Services under applicable law.

1.2 Registration & Account Security. To use certain features, you must create an account and provide accurate, current, and complete information. You agree to (a) keep your information up to date, (b) maintain the confidentiality of your login credentials and not share them, and (c) promptly notify us at privacy@wearenoyack.com of any suspected unauthorized access or security incident. You are responsible for all activities that occur under your account. We may, in our discretion, require additional verification (for example, multi-factor authentication) to protect your account, and you agree to maintain any required safeguards.

1.3 Organizational Use. If you are accessing the Services on behalf of a company or other legal entity, you represent that you are authorized to bind that entity, and “you” includes that entity. The entity is responsible for designating authorized users, ensuring each user’s compliance with these Terms, and maintaining accurate account and billing information. You acknowledge that the entity’s administrator(s) may manage your access, review or preserve information associated with your use of the Services, and suspend or terminate access, as permitted by law and our Privacy Policy.

1.4 Children’s Use/COPPA. We do not direct the Services to children under 13 and we do not knowingly collect personal information from individuals under 18. If you are under 18, you may not use the Services. If we learn that we have collected personal information from an individual under 18, we will delete it and take reasonable steps to remove it from backups. Parents or guardians who believe a child has provided us information may contact privacy@wearenoyack.com for assistance.

2. Subscriptions; Trials; Auto-Renewal; Cancellation; Billing

2.1 Plans & Auto-Renewal. Certain features of the Services require a paid subscription (each, a “Subscription”). Subscriptions automatically renew at the end of each billing period (monthly or annual, as shown at checkout) until you cancel. By starting a Subscription, you authorize NOYACK (and our payment processors) to charge your payment method for the recurring fees and applicable taxes unless and until you cancel in accordance with Section 2.5.

2.2 Automatic-Renewal Disclosures (U.S. consumer laws). Where required by law (including, without limitation, California, New York, and other U.S. jurisdictions with automatic-renewal requirements), we will: (a) present clear and conspicuous auto-renewal terms immediately before purchase; (b) obtain your affirmative consent to those terms; (c) send a post-purchase acknowledgment (e.g., email) that includes the auto-renewal terms, cancellation policy, and how to cancel; (d) provide an easy, online cancellation mechanism (no phone call required) available through Account Settings → Billing → Cancel Subscription; and (e) send renewal reminders for annual plans within the timing required by law.

2.3 Free Trials & Promotions. If offered, we will disclose trial length, what happens at the end, and the first renewal price/term. Unless you cancel before the trial ends, your Subscription converts to a paid plan and renews automatically per Section 2.1. Trials and promotions may be modified or ended at our discretion and may be subject to eligibility limits; one per user unless stated otherwise.

2.4 Price Changes. We may change Subscription pricing or features on a going-forward basis. We will provide at least thirty (30) days’ advance notice, and changes take effect at the next renewal following the end of that notice period. Your continued use after the effective date constitutes acceptance.

2.5 Cancellation; Refunds. You can cancel anytime in Account Settings → Billing → Cancel Subscription (or via another readily available online mechanism provided in the Services). Your access continues through the end of your current billing period; no refunds or credits are provided for partial periods or unused Services, except where required by law. If the law in your jurisdiction requires a refund or pro-rata credit, we will honor that requirement.

2.6 Upgrades, Downgrades & Add-Ons.

• (a) Upgradesamp;/Add-Ons: We may charge a pro-rated amount for the remainder of your current term or start a new term immediately; details will be shown at checkout.
• (b) Downgrades: Feature reductions take effect at the next renewal; you are responsible for backing up or exporting any content that may no longer be accessible on a lower tier.

2.7 Taxes. All fees are exclusive of taxes (e.g., sales, use, VAT, GST). Where required, taxes will be calculated and charged at checkout or on invoice; you are responsible for any taxes not collected.

2.8 Billing & Payment Methods. You must keep your payment method and billing details current (e.g., card number, expiration, billing address). You authorize us to store and automatically charge your payment method for recurring fees, taxes, and any overages or add-ons you choose.

2.9 Failed Payments; Suspension. If a charge is declined, we may retry the charge and notify you to update your payment method. If payment cannot be completed in a reasonable period, we may suspend or terminate access to paid features. We may maintain your account in a limited state (e.g., read-only) for a time; data retention is governed by our policies.

2.10 Third-Party Processors. We use third-party payment processors (e.g., Stripe) to process payments. Their terms and privacy policies apply to the processing of your payment information.

2.11 Chargebacks. If you initiate a chargeback, we may treat it as a request to cancel your Subscription and/or suspend your account pending resolution.

2.12 Free or Beta Services. From time to time, we may offer features identified as beta, trial, or free. Such features are provided “as is,” may be modified or discontinued at any time, and may be subject to additional terms presented in-product.

3. Educational Purpose; No Advice; Tools & AI Outputs

3.1 Educational/Informational Only. The Services (including any articles, dashboards, market data, calculators, forecasts, and other content or tools) are provided for educational and informational purposes only. They do not constitute investment, financial, legal, accounting, or tax advice, and do not create a fiduciary or professional relationship.

3.2 No Personalized Recommendations. The Services do not provide personalized recommendations or determinations of suitability for any person. Any decisions you make are your sole responsibility, and you should consult your own qualified professional advisors regarding your specific circumstances.

3.3 Not a Broker-Dealer or Investment Adviser. NOYACK is not a broker-dealer or an investment adviser, and the Services are not an offer to buy or sell any security or other financial product. If you access third-party financial services through or from the Services, those services are provided under the third party’s terms and disclosures (see Section 4).

3.4 Tools, Calculators, Projections & AI Outputs. Any outputs, scenarios, scores, or projections—including those generated or assisted by algorithms or artificial intelligence—are estimates only, based on assumptions that may be incorrect or incomplete, and actual results may differ materially. Outputs may contain errors or omissions; you should independently verify any information before relying on it.

3.5 Market & Third-Party Information. Any market data, rates, benchmarks, or third-party content available through the Services may be delayed, incomplete, or inaccurate and is subject to change without notice. We make no guarantee of the accuracy, timeliness, or completeness of such information.

3.6 Past Performance; Risk of Loss. Past performance is not indicative of future results. Investing involves risk, including the possible loss of principal. We do not guarantee any outcome, return, or achievement of objectives.

3.7 No Reliance; Independent Judgment. You should not rely on the Services as the sole basis for financial or other decisions. Use of the Services is at your own risk and subject to these Terms and the disclaimers in Section 13.

4. Third-Party Services; Linked Accounts; Payments

4.1 Third-Party Services. Certain features of the Services rely on third-party products and services, including without limitation account-linking providers (for example, Plaid), payment processors (for example, Stripe), custodians or trustees (for example, Equity Trust), analytics, and communications tools (collectively, “Third-Party Services”). Third-Party Services are governed by their own terms and privacy policies; by using features that incorporate a Third-Party Service, you agree to comply with those terms. Availability of features may be affected by a Third-Party Service’s changes, maintenance, or outage. See Sections 12 and 20 regarding changes, availability, and suspension.

4.2 Linked Accounts (Account-Linking Providers). If you choose to link external financial or other accounts to the Services, you authorize us and our account-linking provider to access, transmit, and process information from those accounts for the purposes of providing the linked-account features that you request. Examples of data that may be retrieved include account owner details, account type, identifiers and metadata, balances, transactions and descriptions, holdings and positions, interest/dividend information, and, where applicable, account/routing numbers to enable transfers. We do not receive or store your online banking passwords; the account-linking provider collects and exchanges credentials as needed and provides us with tokens and account data. You must only link accounts you are authorized to access. You may disconnect a linked account at any time in settings; doing so may disable related features. We may periodically refresh data from linked accounts (for example, balances and transactions) until you disconnect them. Disconnecting an account does not require us to delete data already obtained and used for lawful purposes; our retention and deletion practices are described in the Privacy Policy and Section 20.4.

4.3 Custodians, Trustees, and Financial Partners. Certain features may be provided by or through a third-party custodian or trustee. Your use of those features may require you to accept the custodian’s agreement(s). To the extent a custodian determines its own purposes and means of processing personal information, it may act as an independent controller under applicable law; its privacy notices will apply. We are not responsible for a custodian’s acts or omissions.

4.4 Payments and Processors. We use third-party payment processors to process fees and charges. Their terms and privacy policies apply to the processing of your payment information. You must keep your payment method and billing details current. Additional fees charged by your bank, card network, custodian, or other third parties are your responsibility. See Section 2 for Subscription pricing, renewals, refunds, and chargebacks.

4.5 Third-Party Content, Links, and Tools. The Services may display or link to third-party websites, content, data, offers, or tools. We do not control and are not responsible for third-party materials and do not endorse them. Your dealings with third parties are solely between you and the third party.

4.6 Service Providers vs. Independent Controllers. We engage service providers to help us operate the Services under our instructions (“processors” or “service providers”). Some partners you choose to interact with (for example, a custodian you connect to) may act as independent controllers of your information. See Section 11.8 for additional details on roles and information sharing.

4.7 Changes; Suspension. Third-Party Services may change, suspend, or discontinue features without notice. We may suspend or modify features that rely on Third-Party Services if reasonably necessary (for example, due to a provider outage, security issue, or legal requirement) (see Sections 12 and 20).

4.8 Compliance and Responsibilities. You are responsible for complying with any agreements and policies that apply to your external accounts and to Third-Party Services you use through the Services. You represent that your use of linked-account and payment features complies with applicable law and your contractual obligations to third parties.

4.9 No Advisory; No Fiduciary Duty. Integrations with Third-Party Services, provision of third-party data, and facilitation of transfers are provided for your convenience and do not constitute investment, legal, tax, or other professional advice, and do not create a fiduciary relationship.

4.10 Disclaimers. To the maximum extent permitted by law, we are not liable for acts or omissions of Third-Party Services, for third-party outages or delays, or for inaccuracies or incompleteness in third-party data. Your use of Third-Party Services is at your own risk and may be subject to additional eligibility, verification, and risk controls. See also Section 13 (Disclaimers).

5. E-Sign Consent; Electronic Communications

5.1 Consent to Do Business Electronically. By using the Services, you agree to receive records, notices, disclosures, agreements, statements, invoices, and other communications (collectively, “Records”) from us electronically and to use electronic signatures. Records provided electronically satisfy any legal requirement that such communications be “in writing.”

5.2 Methods of Delivery. We may deliver Records by email, by posting within the Services (including in-product messages or banners), by account notifications, or by SMS/push notifications (if you enable those). You should maintain copies of all Records for your files.

5.3 Hardware/Software Requirements. To receive and retain electronic Records, you must have: (a) a device with internet access; (b) a current web browser capable of opening HTML and PDF files; (c) sufficient storage to save Records and/or a printer to print them; and (d) a valid email address and, if you enable them, a device capable of receiving SMS/push. If these requirements change materially, we will notify you and explain how to withdraw consent if you cannot meet the new requirements.

5.4 Keeping Your Information Current. You agree to keep your email address, mobile number, and contact details current in the Services. You can update contact information in Account Settings or by contacting privacy@wearenoyack.com.

5.5 Paper Copies. You may request a paper copy of any Record by contacting privacy@wearenoyack.com within a reasonable time after we first provide the Record electronically. We may charge a reasonable fee for paper copies unless prohibited by law.

5.6 Withdrawing Consent. You may withdraw your consent to receive Records electronically at any time by emailing privacy@wearenoyack.com. Withdrawal may delay your receipt of Records, may require you to close your account or limit your access to certain features, and may result in additional fees where permitted by law (for example, for paper delivery). Your withdrawal will not affect the legal validity of prior electronic Records.

5.7 Electronic Signatures. Where a signature is required, you consent to electronic signatures and agree they have the same legal effect as handwritten signatures to the fullest extent permitted by law.

5.8 Tax Statements and Regulatory Notices. Where permitted, we may provide certain tax documents (for example, Form 1099) and regulatory notices electronically. In some cases, law may require paper delivery or additional consent, in which case we will comply with those requirements.

5.9 Marketing Messages. Marketing emails or texts are optional and require separate consent (for SMS, your express consent under applicable law). You can opt out of marketing emails via the unsubscribe link and stop marketing texts by replying STOP; transactional messages related to your account are not marketing and you may continue to receive them.

5.10 Records Retention. We may retain Records in electronic form to the extent and for the period required by our policies and applicable law. We do not have an obligation to retain Records for you longer than required by law or our policies.

6. App Store and Device Terms

6.1 App Store Providers and Usage Rules. If you access any mobile or desktop application that we make available through an app store or distribution platform (for example, the Apple App Store or Google Play) (an “App”), your use of the App must comply with the platform’s then-current terms and usage rules. The platform provider is not responsible for the App or the Services and has no obligation to provide any maintenance or support for the App.

6.2 Apple App Terms (iOS/macOS). If you download or use an App from the Apple App Store: (a) these Terms are between you and NOYACK, not Apple; (b) Apple has no responsibility for the App or its content; (c) if the App fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) for the App; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App; (d) Apple is not responsible for addressing claims relating to the App or your possession or use of the App, including product liability, legal or regulatory compliance, or consumer-protection claims; (e) Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it; and (f) you represent and warrant that you are not located in a country subject to U.S. embargo or on a U.S. government list of prohibited or restricted parties.

6.3 Google Play Terms (Android). If you download or use an App from Google Play: (a) these Terms are between you and NOYACK; (b) Google is not responsible for the App or its content and has no obligation to provide maintenance or support; (c) your use of the App must comply with Google Play policies; and (d) Google is not responsible for addressing claims relating to the App or your possession or use of the App.

6.4 In-App Purchases; Subscriptions. Purchases made in an App (including subscriptions) are processed by the applicable platform provider under its terms and refund policies. Certain in-app purchases may be billed through your platform account and managed in the platform’s settings. Features, pricing, renewal, and cancellation for subscriptions purchased in an App are as disclosed at the point of purchase and in your platform account; Sections 2.1–2.12 apply except to the extent the platform’s terms expressly govern.

6.5 Device Requirements; Carrier Charges. You are responsible for obtaining compatible hardware, software, and internet access and for all message, data, and other charges imposed by your wireless or internet provider. Performance of the Services may vary based on your device and network.

6.6 Updates; Changes; Removal. We may provide updates or modifications to an App, which may be required for continued use. We may change, suspend, or remove an App from any platform at any time, in whole or in part, consistent with these Terms.

6.7 Export and Sanctions Compliance. You agree not to use, export, re-export, or transfer any App or the Services except as authorized by U.S. law and the laws of the jurisdiction(s) in which the App was obtained or used. See Section 17 for additional requirements.

7. Acceptable Use; Prohibited Activities; Enforcement

7.1 Acceptable Use. You may use the Services only for lawful purposes and in accordance with these Terms and any policies referenced herein (including the Privacy Policy and any Additional Terms). You are responsible for your conduct while using the Services.

7.2 Prohibited Conduct. You will not, and will not permit or encourage anyone else to:

• (a) access, search, or use any part of the Services by means other than our publicly supported interfaces;
• (b) access, tamper with, or use non-public areas of the Services, our computers, or our technical delivery systems;
• (c) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• (d) copy, modify, adapt, translate, create derivative works of, reverse engineer, decompile, or otherwise attempt to extract source code from the Services, except to the limited extent permitted by applicable law;
• (e) use any robot, spider, crawler, scraper, offline reader, or other automated means to extract, index, mine, harvest, or otherwise collect data or content from the Services (including for model training, data brokerage, competitive analysis, or resale) without our prior written permission;
• (f) cache, frame, mirror, or deep-link to the Services in a manner that misrepresents your relationship with us or bypasses access or usage controls;
• (g) interfere with or disrupt the integrity or performance of the Services, including by imposing an unreasonable or disproportionately large load (e.g., DDoS, stress or load testing, or traffic generation tools);
• (h) introduce malware, ransomware, spyware, or other malicious code, or otherwise attempt to gain unauthorized access to any account, system, or data;
• (i) send unsolicited or unauthorized advertising, promotions, or spam; phish; or engage in deceptive, fraudulent, or manipulative practices;
• (j) impersonate any person or entity or misrepresent your affiliation with any person or entity;
• (k) upload, post, transmit, or store content that is unlawful, infringing, defamatory, harassing, hateful, discriminatory, obscene, or otherwise objectionable, or that violates the rights of others (including privacy and intellectual-property rights);
• (l) collect, process, or disclose personal information of others without proper authorization and all legally required notices and consents (see Section 11);
• (m) use the Services to provide or hold yourself out as providing regulated professional services (including investment, legal, tax, accounting, credit repair, or debt management services) unless expressly authorized by us in a separate written agreement;
• (n) resell, sublicense, lease, time-share, or provide the Services on a service-bureau basis; or access the Services to build a competing product or service;
• (o) misuse linked-account features by connecting accounts you are not authorized to access or by exceeding permissions you have been granted;
• (p) remove, obscure, or alter any proprietary notices or branding displayed in the Services; or
• (q) bypass, interfere with, or circumvent user privacy choices or consent mechanisms (including Cookie Preferences) or browser/device signals such as Global Privacy Control (GPC).

7.3 Automated Access; Rate Limits; robots.txt. You must comply with any posted or communicated rate limits and our robots.txt directives. If we provide an API or other developer tools, you must comply with the applicable developer terms and technical documentation. We may suspend, throttle, or block access (including by IP address, device identifier, or access token) that exceeds reasonable use or violates these Terms.

7.4 Security Research. Do not conduct security testing (including penetration testing or vulnerability scanning) without our prior written permission. If you believe you have discovered a security issue, promptly report it to privacy@wearenoyack.com and do not publicly disclose it before we remedy the issue.

7.5 Monitoring and Enforcement. We may monitor use of the Services to operate, secure, and improve the Services and to verify compliance with these Terms. We may remove or disable access to any content, suspend or terminate accounts, block access, or take other appropriate action if we believe a violation has occurred or to protect the Services or others. We may notify and cooperate with law enforcement where required or appropriate.

7.6 Reporting Violations. To report abuse, suspicious activity, or violations of this Section, contact privacy@wearenoyack.com with details sufficient for us to investigate.

8. Intellectual Property; License; Trademarks; Feedback

8.1 Ownership. The Services (including software, source code, APIs, designs, text, graphics, images, video, audio, interactive features, look and feel, compilations, and other materials), and all associated intellectual property rights, are owned by NOYACK or its licensors. No ownership rights are transferred to you under these Terms.

8.2 Limited License to Use the Services. Subject to your compliance with these Terms, NOYACK grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own lawful purposes. Except as expressly permitted by law, you may not copy, modify, distribute, host, sell, lease, time-share, reverse engineer, decompile, or create derivative works of the Services or any portion thereof. You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary notices displayed in or on the Services or accompanying materials. The license will automatically terminate if you materially breach these Terms or if your access is suspended or terminated under Section 20.

8.3 Trademarks and Branding. NOYACK names, logos, product and service names, designs, slogans, and trade dress are trademarks or trade dress of NOYACK or its licensors. You may not use our trademarks without our prior written permission, including in domain names, keywords, meta tags, or in a manner that implies endorsement or affiliation. Third-party names and logos are the property of their respective owners and use does not imply endorsement. All goodwill arising from your permitted use of our trademarks inures exclusively to NOYACK. Uses as part of hyperlinks, advertising, or listings that imply sponsorship or endorsement require our prior written permission.

8.4 Feedback and Suggestions. If you provide suggestions, ideas, bug reports, improvements, or other feedback regarding the Services, you grant NOYACK a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, copy, modify, create derivative works based on, distribute, publicly display, and otherwise exploit such feedback for any purpose, without restriction or compensation to you. We have no obligation to keep feedback confidential, to credit you, or to use or implement any feedback. To the fullest extent permitted by law, you waive any moral rights (e.g., rights of attribution or integrity) you may have in feedback.

8.5 Open-Source Components. The Services may include or interact with open-source software components licensed by third parties. To the extent required by the applicable open-source licenses, those licenses apply to the relevant components, and to the extent of any direct conflict with these Terms, the open-source licenses will control for those components. We will make the applicable license notices available and, where a license requires it, provide corresponding source code upon request.

8.6 Reservation of Rights. Except for the limited rights expressly granted in this Section, no rights or licenses are granted to you (by implication, estoppel, or otherwise). All rights not expressly granted are reserved by NOYACK and its licensors.

9. User Content

9.1 Definition. “User Content” means any data, text, images, files, comments, reviews, feedback, or other materials that you upload, post, submit, transmit, or otherwise make available through the Services.

9.2 Ownership; License to NOYACK. As between you and NOYACK, you retain all rights to your User Content. You grant NOYACK a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to host, store, reproduce, process, adapt, translate, modify, create derivative works from (solely as needed for formatting, display, or technical operations), publish, publicly display and perform, and otherwise use your User Content solely to provide, operate, secure (including detecting, preventing, and responding to fraud, abuse, and security risks), troubleshoot, and improve the Services and as otherwise described in these Terms and the Privacy Policy. If you submit User Content to areas of the Services intended to be public, you also grant us the right to display and distribute that User Content to other users and visitors as part of the Services.

9.3 Your Responsibilities and Representations. You are solely responsible for your User Content and for ensuring that you have all rights necessary to grant the license in Section 9.2. You represent and warrant that your User Content and your provision of it: (a) are accurate and lawful; (b) do not infringe, misappropriate, or violate any rights of any person or entity, including intellectual-property, privacy, or publicity rights; (c) do not contain viruses, malware, or harmful code; (d) comply with these Terms (including Section 7) and all applicable laws; and (e) do not include information that you are not authorized to disclose.

9.4 No Sensitive or Biometric Information. Do not submit to the Services any biometric identifiers or biometric information, or other categories of Sensitive Personal Information (as defined in Exhibit A) that are not necessary for your use of the Services. If you choose to include personal information in User Content, its collection and use are governed by the Privacy Policy and applicable law.

9.5 Prohibited Content. User Content may not be unlawful, infringing, deceptive, defamatory, harassing, hateful, discriminatory, obscene, exploitative, or otherwise objectionable; may not depict or solicit illegal activity; and may not include personal information about others without their authorization and all legally required notices and consents.

9.6 Community Features; Reviews and Testimonials. If you post ratings, reviews, comments, or testimonials, you agree they will reflect your honest opinions and experiences, will not be false or misleading, and will disclose any material connection (for example, if you received an incentive). We may use reviews and testimonials within the Services; any broader marketing use will be consistent with applicable law and any consents you provide.

9.7 Monitoring; Removal; Suspension. We do not undertake to review all User Content but may monitor, remove, or disable access to User Content at our discretion (for example, if we believe it violates these Terms or law). We may suspend or terminate accounts for violations. We are not responsible for User Content posted by others.

9.8 Backups; Retention. You are responsible for maintaining copies of your User Content. We do not guarantee that User Content will be available and are not responsible for loss or corruption of User Content. We may retain or delete User Content in accordance with our policies, these Terms, and applicable law (including for security, fraud prevention, and legal compliance) (see Section 20.4 (Data Export; Deletion)).

9.9 Non-Confidentiality of Public Submissions. User Content submitted to public areas of the Services is not confidential. Do not share confidential information through public channels of the Services.

9.10 Third-Party Rights; Claims. If you believe User Content infringes your rights, see Section 16 (DMCA; Copyright Policy) for instructions on submitting a notice.

9.11 Relationship to Privacy Policy. To the extent User Content includes personal information, our handling of that information is described in the Privacy Policy, including your rights and choices.

10. Tools, Calculators, and Projections (Estimates Only)

10.1 Scope. This Section applies to any tools, calculators, dashboards, simulations, projections, scoring, or scenario analyses made available through the Services.

10.2 Assumptions and Data Sources. Outputs are generated from assumptions, models, and data that may be incomplete, inaccurate, delayed, or based on third-party sources. Input changes (including market conditions) can materially change results.

10.3 No Guarantee of Accuracy or Completeness. Outputs are estimates for informational purposes only and may contain errors or omissions. We do not warrant that results are accurate, complete, current, or appropriate for your circumstances.

10.4 Your Responsibility. You are solely responsible for verifying results and for any decisions you make. You should consult your own qualified professional advisors before taking action. This Section supplements Section 3 (Educational Purpose; No Advice; Tools & AI Outputs).

10.5 Beta or Experimental Features. Features labeled beta, preview, or experimental may be changed, suspended, or discontinued at any time and are provided “as is.”

10.6 Rounding and Presentation. Outputs may use rounding, normalization, or other transformations for readability and may not match external statements or statements from third parties.

10.7 Third-Party Rates and Offers. Any displayed rates, benchmarks, offers, or product information from third parties are subject to the third party’s policies and may change without notice. We do not control or guarantee third-party terms.

10.8 Updates and Changes. Models, methodologies, and assumptions may be updated periodically without notice, which can change outputs over time.

10.9 Conflicts. If there is a conflict between this Section and any in-product disclosure specific to a tool or calculator, the in-product disclosure will govern for that feature.

11. Privacy; Cookies; Global Privacy Choices

11.1 Privacy Policy. Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, disclose, and protect personal information and provides your privacy choices and rights. The Privacy Policy is incorporated into these Terms by reference.

11.2 Cookie Management and Consent. We use cookies and similar technologies for functionality, security, analytics, and measurement. In the EEA, UK, and Switzerland, we seek opt-in consent before setting non-essential cookies; you may withdraw consent at any time using the cookie banner or Cookie Preferences. In the United States, you may set preferences using the on-site privacy controls (including any “Do Not Sell or Share” option where applicable and see Section 11.10 regarding Global Privacy Control (GPC)). You can also manage cookies in your browser and device settings. Cookie categories may include strictly necessary, performance/analytics, preferences, and advertising. Your cookie choices are browser- and device-specific; if you clear cookies or use a different browser or device, you may need to set your preferences again.

11.3 Children’s Privacy. We do not knowingly collect personal information from individuals under 18 and do not direct the Services to children under 13. If you believe a child has provided personal information, contact privacy@wearenoyack.com and we will take appropriate steps to delete it. See also Section 1.4.

11.4 Global Privacy Rights (GDPR/UK GDPR; CCPA/CPRA; Nevada). Depending on where you live, you may have rights such as to access, correct, delete, restrict or object to processing, obtain portability, and lodge a complaint with a regulator. California residents may also have rights to know, delete, correct, and to opt out of sale or sharing for cross-context behavioral advertising. Nevada residents may opt out of certain sales of covered information. Instructions for submitting requests, verifying identity, appealing a decision, and our response timelines are described in the Privacy Policy.

11.5 Sensitive and Biometric Information. We do not collect or use biometric identifiers or biometric information, and we do not process sensitive personal information in a manner that would trigger a “limit the use” right under the CPRA. If this changes, we will provide required notices and controls.

11.6 International Transfers. We may process and store information in the United States and other countries. Where required, we rely on appropriate safeguards for cross-border transfers (for example, Standard Contractual Clauses and the UK International Data Transfer Addendum), and we take steps designed to protect your information consistent with applicable law.

11.7 Corporate Transactions. If we are involved in a merger, acquisition, reorganization, financing, or sale of assets, personal information may be transferred as part of that transaction in accordance with applicable law and our Privacy Policy.

11.8 Service Providers and Independent Controllers. We share information with service providers that process it on our behalf under written agreements and instructions. If you connect with or use a third-party partner that determines its own purposes and means of processing, that partner may act as an independent controller; its privacy notices will apply to its processing.

11.9 Non-Discrimination (CPRA). We will not discriminate against you for exercising any rights available under the CCPA/CPRA, including by denying goods or services, charging different prices or rates, or providing a different level or quality of services, except as permitted by law where a difference is reasonably related to the value provided by your data.

11.10 Global Privacy Control and Do Not Track. Where required by law, we honor browser or device signals such as Global Privacy Control as an opt-out of sale or sharing. Do Not Track is not currently standardized; we treat GPC as described above and otherwise follow the Privacy Policy for handling such signals.

12. Service Changes; Availability; Beta Features

12.1 Changes to the Services. We may add, modify, or remove features or functionality at any time. Where a change is material and not the result of a security, legal, or third-party dependency issue, we will provide reasonable notice (for example, in-product or by email).

12.2 Availability and Downtime. The Services may be unavailable from time to time, including for planned maintenance, unplanned outages, or factors outside our reasonable control. We do not guarantee continuous or uninterrupted availability.

12.3 Maintenance and Updates. We may deploy fixes, patches, or updates without notice. Updates may be required for continued use of certain features. You are responsible for using supported browsers and maintaining compatible devices and internet access.

12.4 Beta, Preview, or Experimental Features. Features identified as beta, preview, or experimental are provided “as is,” may be incomplete or inaccurate, may change or end at any time, and may be subject to additional terms presented in-product. We may collect feedback about such features to improve the Services.

12.5 Feature Limits and Technical Safeguards. We may implement or adjust usage limits, quotas, rate limits, storage caps, or other technical safeguards to maintain the performance and security of the Services. Additional or adjusted limits will be communicated in-product where applicable.

12.6 Third-Party Dependencies. Certain features rely on third-party services or data sources. Changes, outages, or discontinuation by a third party may affect the availability of those features. See Section 4 for additional terms applicable to third-party services.

12.7 Data Portability When Features Change. If we materially modify or discontinue a feature, we will make reasonable efforts to enable you to export data that you are legally entitled to export and that is reasonably practicable to provide, subject to our policies, technical constraints, and applicable law (see Section 20.4 (Data Export; Deletion)).

12.8 No Service Level Agreement. Unless we have a separate written agreement with you that expressly includes a service level commitment, the Services are provided without any service level agreement or uptime guarantee.

12.9 Support. We provide support through the channels made available in the Services or on our website. Support offerings, hours, and response times may change from time to time.

13. Disclaimers

13.1 “As Is” and “As Available.” The Services and all content, features, materials, and information made available through the Services are provided on an “as is” and “as available” basis, with all faults and without warranties of any kind.

13.2 No Warranties. To the maximum extent permitted by law, NOYACK disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

13.3 No Guarantee of Accuracy or Availability. NOYACK does not warrant that the Services (or any content or data) will be accurate, complete, reliable, current, secure, or free of viruses or other harmful components, error-free, or uninterrupted, or that defects will be corrected. Operation of the Services may be subject to delays, interruptions, or failures inherent in the use of the internet and electronic communications.

13.4 Third-Party Services and Materials. NOYACK does not control and is not responsible for third-party services, data sources, websites, content, offers, or tools referenced by or linked from the Services. Any use of third-party services is at your sole risk and subject to the third party’s terms and privacy policies (see Section 4).

13.5 Beta, Trial, and Experimental Features. Features identified as beta, preview, trial, or experimental may be incomplete, may contain errors, and may change or be discontinued at any time. Your use of such features is at your own risk (see also Section 12.4).

13.6 No Advice or Fiduciary Duty. Nothing in the Services constitutes investment, financial, legal, accounting, or tax advice, and no fiduciary or advisory relationship is created by your use of the Services.

13.7 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties. To the extent such laws apply, some of the exclusions in this Section may not apply to you, and your statutory rights are not affected.

14. Limitation of Liability

14.1 Exclusion of Certain Damages. To the maximum extent permitted by law, NOYACK and its affiliates, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, reputation, data, use, or other intangible losses, arising out of or relating to the Services or these Terms, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

14.2 Cap on Liability. To the maximum extent permitted by law, NOYACK’s aggregate liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of: (a) one hundred U.S. dollars (US $100), or (b) the total amounts you paid to NOYACK for the Services giving rise to the claim during the six (6) months immediately preceding the event first giving rise to the claim. Multiple claims will not enlarge this limit.

14.3 Scope and Application. The limitations in this Section apply to all claims, whether single or multiple, and to all forms of liability, and will apply even if any limited remedy fails of its essential purpose.

14.4 Covered Parties. The limitations in this Section apply to NOYACK and to its affiliates and each of their respective directors, officers, employees, contractors, agents, licensors, and service providers.

14.5 Exceptions and Mandatory Rights. Some jurisdictions do not allow limitations on certain liabilities. Nothing in these Terms limits liability that cannot be limited under applicable law. Your statutory rights, if any, are not affected.

15. Indemnification

15.1 Your Obligations. You will defend, indemnify, and hold harmless We Are NOYACK Inc. and its affiliates, and each of their respective directors, officers, employees, contractors, agents, licensors, and service providers (the “Indemnified Parties”) from and against any and all claims, demands, actions, investigations, or proceedings by a third party, and all resulting liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) your User Content; (b) your use of the Services in violation of these Terms, any Additional Terms, or applicable law; (c) your violation of any rights of another person or entity (including intellectual-property, privacy, or publicity rights); (d) your misuse of linked-account or payment features, including connecting accounts you are not authorized to access; or (e) your dealings with Third-Party Services or other users.

15.2 Procedure. We will promptly notify you of any Claim for which we seek indemnification (provided that failure to give prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced). You will have the right to control the defense and settlement of the Claim with counsel reasonably acceptable to us, provided that you may not settle any Claim without our prior written consent if the settlement (a) imposes any obligation on an Indemnified Party, (b) admits fault or wrongdoing by an Indemnified Party, or (c) does not include a full, unconditional release of the Indemnified Parties. We may participate in the defense with counsel of our choosing at our own expense.

15.3 Assumption of Defense. If you fail to promptly assume or diligently conduct the defense of a Claim, an Indemnified Party may assume the defense and you will be responsible for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with the defense, in addition to your indemnification obligations.

15.4 Mitigation; Cooperation. Each Indemnified Party will reasonably cooperate with you (at your expense) in the defense of any Claim, including by providing reasonably necessary information and assistance, subject to applicable privilege, confidentiality, and data-protection obligations.

16. DMCA (Digital Millennium Copyright Act); Copyright Policy

16.1 Policy. We respect the intellectual property rights of others and expect users to do the same. We comply with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) and similar laws. In appropriate circumstances and in our discretion, we will disable or terminate accounts of users who repeatedly infringe copyrights.

16.2 Notices of Claimed Infringement.

If you believe that content on the Services infringes your copyright, you may submit a written notice pursuant to 17 U.S.C. § 512(c)(3) that includes: (a) a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf; (b) identification of the copyrighted work claimed to have been infringed (or, if multiple works at a single online site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material (for example, a URL); (d) your contact information (name, mailing address, telephone number, and email address); (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on the owner’s behalf.

Exhibit A. Glossary

 

The following definitions supplement the Terms. Capitalized terms used but not defined here have the meanings given elsewhere in the Terms.

Account. The user profile you create to access certain features of the Services.

Additional Terms. Product- or feature-specific terms presented in-product that supplement the Terms; in the event of a direct conflict, the Additional Terms govern for that feature.

App. Any mobile or desktop software application made available by NOYACK through an app store or distribution platform.

App Store Provider. The operator of an app distribution platform (for example, Apple App Store or Google Play) through which an App is made available; See Section 6.1.

Arbitration. A private dispute-resolution process administered by JAMS under its rules, with a single arbitrator, as described in Section 18.

Beta/Preview/Experimental Features. Features identified as beta, preview, trial, or experimental that may be incomplete, inaccurate, or changed/discontinued at any time and are provided “as is.”

Business Day. A weekday other than a U.S. federal holiday.

Checkout Disclosures (Auto-Renew). Clear, conspicuous disclosures presented immediately before purchase for Subscriptions that auto-renew, including price, term, renewal, and cancellation method.

Controller/Processor. For privacy purposes: a Controller determines the purposes and means of processing personal information; a Processor (or “Service Provider”) processes personal information on behalf of a controller pursuant to written instructions.

Cookie. A small data file (or similar technology like pixels, tags, SDKs, local storage) used for functionality, security, analytics, measurement, and advertising. Cookie categories may include strictly necessary, preferences, analytics/performance, and advertising/marketing.

Cookie Preferences (On-Site Privacy Controls). The in-product tools that allow you to set cookie choices, withdraw consent, and exercise certain privacy opt-outs (including “Do Not Sell or Share,” where applicable).

Corporate Transaction. A merger, acquisition, financing, reorganization, bankruptcy, or sale of assets, during which personal information may be transferred in accordance with the Terms and Privacy Policy.

Counter-Notice (DMCA). A written response under 17 U.S.C. § 512(g)(3) from a user whose material was removed or disabled, asserting mistake or misidentification and requesting restoration.

Custodian/Trustee. A regulated third party that holds assets or administers accounts for users; some features may be provided through or governed by a custodian’s terms as described in Section 4.3.

Digital Millennium Copyright Act (DMCA). A U.S. law (17 U.S.C. § 512) that provides safe harbors for online service providers who designate an agent, implement notice-and-takedown and counter-notice procedures, accommodate standard technical measures, and adopt a repeat-infringer policy.

Designated Agent/DMCA Agent. The point of contact listed in Section 16.3 (and registered with the U.S. Copyright Office) to receive DMCA notices and counter-notices.

Dispute. Any dispute, claim, or controversy arising out of or relating to the Terms or the Services.

Do Not Sell or Share (CPRA). A consumer opt-out choice under California law for certain “sales” or “sharing” of personal information for cross-context behavioral advertising.

Do Not Track (DNT). A browser signal that is not currently standardized; see Section 11.10 regarding how signals are handled and the treatment of Global Privacy Control.

Export Administration Regulations (EAR). U.S. export-control regulations administered by the U.S. Department of Commerce that apply to software/technology referenced in Section 17.

Federal Arbitration Act (FAA). The U.S. statute (9 U.S.C. §§ 1-16) governing the interpretation and enforcement of arbitration agreements referenced in Section 18.3.

Global Privacy Control (GPC). A browser or device signal we honor where required by law as an opt-out of certain “sales” or “sharing” of personal information (see Section 11.10).

JAMS. Judicial Arbitration and Mediation Services, the arbitration administrator specified in Section 18.

JAMS Consumer Arbitration Minimum Standards. The consumer-protection standards JAMS applies to arbitrations it administers; proceedings under Section 18 are administered by JAMS and these standards may apply where required.

Linked Account. An external account (for example, a bank or brokerage account) you choose to connect to the Services via an account-linking provider.

Notice of Claimed Infringement (DMCA Notice). A copyright notice meeting the elements in 17 U.S.C. § 512(c)(3) requesting removal or disablement of allegedly infringing material.

Office of Foreign Assets Control (OFAC). The U.S. Treasury office that administers and enforces economic and trade sanctions referenced in Section 17.

Open-Source Software (OSS). Software components made available under open-source licenses; to the extent required, those licenses govern the relevant components as described in Section 8.5.

Payment Processor. A third-party service (for example, Stripe) that processes payments for the Services under its own terms and privacy policy, as referenced in Sections 2.10 and 4.4.

Personal Information/Personal Data. Information that identifies, relates to, or could reasonably be linked with an identified or identifiable person, as defined by applicable law.

Records (E-SIGN). Electronic notices, disclosures, agreements, statements, and other documents covered by the Electronic Signatures in Global and National Commerce Act and Section 5.

Repeat Infringer Policy (DMCA). A policy to terminate, in appropriate circumstances, users who repeatedly infringe copyrights.

Sanctions Laws. U.S. and other applicable sanctions, embargoes, and restricted-party rules that may limit access to or use of the Services, as described in Section 17.

Sensitive Personal Information (CPRA). A CPRA-defined subset of personal information (for example, precise geolocation, government ID, financial account log-in credentials). NOYACK does not use or collect biometrics and does not process sensitive personal information in a manner that triggers the CPRA “limit use” right, as described in Section 11.5.

Services. The Website, the Web Application, and any related content, features, tools, communications, and support provided by NOYACK.

Standard Contractual Clauses (SCCs). European Commission-approved data transfer clauses used to provide appropriate safeguards for cross-border transfers under Section 11.6.

Standard Technical Measures (DMCA). Technical measures used by copyright owners that are widely recognized and do not impose substantial costs or burdens, which service providers must accommodate and not interfere with.

Subscription. A recurring paid plan (monthly or annual, unless otherwise stated) for access to certain features of the Services, which auto-renews until canceled as described in Section 2.

Third-Party Content. Websites, data, offers, tools, or other materials provided by third parties and referenced by or accessible from the Services.

Third-Party Services. Independent services integrated with or used by the Services (for example, account-linking providers like Plaid, payment processors like Stripe, or custodians/trustees), which are subject to their own terms and privacy policies.

UK International Data Transfer Addendum (UK IDTA). The UK addendum to the SCCs used to legitimize certain international data transfers under Section 11.6.

User Content. Any data, text, images, files, comments, reviews, feedback, or other materials you upload, post, submit, transmit, or otherwise make available through the Services.

Venue. The agreed location for court proceedings for non-arbitrable claims (New York County, New York), as set forth in Section 19.

Web Application. The logged-in portion of the Services accessible after authentication.

Website. Public-facing websites operated by NOYACK.