IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (the “Terms”) form a binding legal agreement between you and Nota America, Inc. By creating an account or otherwise using the Service, you agree to these Terms. Section 23 (Binding Arbitration and Class-Action Waiver) requires you to resolve most disputes with us individually through final and binding arbitration and waives your right to a jury trial and to participate in class actions, except as expressly set out in that Section. Section 19 (Disclaimers) and Section 20 (Limitation of Liability) limit our liability to you. If you do not agree to these Terms, do not use the Service.

1. Introduction and Acceptance

1.1 These Terms govern your access to and use of ForgeCat, the Agent Hub or the Platform, together with any and all related websites, applications, application programming interfaces (APIs), software, content, features, functionalities, and services made available by Nota America, Inc., a Delaware corporation with its principal place of business in California (the “Company,” “we,” “our,” or “us”) (collectively, the “Service”).

1.2 “You” or “User” means any individual or legal entity that accesses or uses the Service, including to discover, view, install, use, or share an Agent Profile through the Platform, whether or not such User has registered an Account or pays any fees. These Terms apply to all Users. If you access or use the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to “you” include that organization.

1.3 “Member” means a User who has registered an Account with the Platform. Certain features of the Service are available only to Members, including publishing Agent Profiles.

1.4 By registering for an Account, accessing or using the Service, User acknowledges that User has read, understood, and agrees to be bound by these Terms, our Privacy Policy, and any Additional Terms (defined in Section 22). These documents are incorporated herein by reference.

1.5 The Service is operated from the United States and is intended for Users worldwide who can lawfully access it. By accessing or using the Service, User represents that User may lawfully do so under the laws of its jurisdiction.

2. Definitions

In these Terms, the following capitalized terms have the meanings set forth below:

“Account” means an account created by a Member to access and use certain features of the Service.

“Agent Creator” means a Member who publishes one or more Agent Profiles to the Platform.

“Agent Listing” means the publicly visible page on the Platform describing an Agent Profile, including its capabilities, limitations, licensing terms, and any applicable usage policies.

“Agent Profile” means a portable configuration package made available through the Platform that is designed to be installed into a compatible Host Environment and to define the behavior of one or more AI Agents. An Agent Profile may include, without limitation, agent definitions, skills, rules, commands, prompts, Model Context Protocol (“MCP”) settings, hooks, plugins, and other configuration or environment components that shape the behavior of an AI agent, whether existing as of the date hereof or developed in the future. An Agent Profile does not include any underlying AI models or model weights used by the Host Environment.

“Content” means any information, materials, or data transmitted, displayed, or otherwise made available on or through the Platform, regardless of form, including without limitation Agent Profiles, configurations, prompts, datasets, code, text, audio, images, videos, files, and links.

“Host Environment” means any third-party software, application, model, or agent runtime into which an Agent Profile may be installed and executed, including, without limitation, AI coding assistants and AI agent platforms (such as ChatGPT, Gemini, and Claude).

“Member Content” means any Content that a Member submits, uploads, posts, or otherwise makes available through the Service, and includes any Agent Profile that a Member, in their capacity as an Agent Creator, publishes or otherwise makes available to others on the Platform.

“Output” means any data, response, or other material generated or returned by a Host Environment as a result of executing or interacting with an Agent Profile.

“Platform” (or the “Agent Hub”) means the AI agent community platform operated by the Company, including any related websites, applications, and APIs, through which Users may discover, create, view, install, use, share, or/and interact with Agent Profiles, and through which Members may publish Agent Profiles.

“Personal Data” has the meaning set forth in our Privacy Policy.

3. Eligibility and Accounts

3.1 Eligibility

To use the Service, you must be at least thirteen (13) years of age. If you are under the age of majority in your jurisdiction, you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf. The Service is not directed to children under thirteen (13), and we do not knowingly collect Personal Data from such children. If we learn that we have collected Personal Data from a child under thirteen (13), we will promptly delete it. If a higher minimum age is required by the laws of your jurisdiction for us to lawfully provide the Service to you without parental consent, that higher age will apply.

You may not use the Service if you are barred from doing so under applicable U.S. law or the law of any other jurisdiction, including if you are located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive U.S. trade sanctions, or if you are listed on any U.S. government list of prohibited or restricted parties.

3.2 Account Registration

To access and use certain features of the Service, a User must register for an Account by providing a valid email address and any other information requested by the Service. Upon our acceptance of the registration process, the User becomes a Member. The Member agrees to (a) provide accurate, current, and complete information; (b) maintain and promptly update such information; and (c) be responsible for activities that occur under the Member’s Account. The Account is formed upon our acceptance of the Member’s registration.

3.3 Restrictions on Registration

We may decline, suspend, or terminate an Account, in whole or in part, if any of the following applies, whether before or after registration:

• the registration uses another person’s name, email address, or other identifying information without authorization;
• the applicant is or has been subject to a suspension or other sanction and seeks to circumvent it;
• the registration contains false, omitted, or erroneous information;
• the Account is intended to be used for an unlawful or improper purpose;
• the applicant attempts to access the Service from a country or territory in which the Service is not made available, including through circumvention tools used in violation of applicable law;
• the applicant is under thirteen (13) years of age, or is otherwise ineligible under Section 3.1;
• we reasonably determine that the registration would violate applicable law, these Terms, or our policies; or
• there are insufficient technical or operational resources to provide the Service to the applicant.

3.4 Account Security

A Member is responsible for safeguarding the credentials associated with the Member’s Account and for all activity that occurs under the Member’s Account. The Member must not share such credentials, allow any third party to use the Member’s Account, or transfer the Member’s Account to a third party without our prior written consent. The Member must notify us promptly if the Member believes the Member’s Account has been compromised.

4. Service

4.1 Description

The Service enables Users to discover, view, install, use, and share publicly available Agent Profiles, and to import Agent Profiles into a compatible Host Environment selected by such Users. The Service may also provide Members with functionality to create modified or derivative versions (forks) of Agent Profiles, subject to the applicable license terms and these Terms.

Members may publish Agent Profiles through the Platform. A Member who publishes an Agent Profile is referred to as an Agent Creator. The Service enables Agent Creators to manage Agent Profiles through the Platform, including the ability to create, publish, update, republish, unpublish, delete, and configure Agent Profiles, designate applicable license terms, manage Agent Listings, and set the visibility status of Agent Profiles as either Public or Private, to the extent such functionality is made available by the Platform. The Service may include features that automatically convert Agent Profiles between formats so that they can be used across multiple Host Environments.

4.2 No AI Model or Host Environment Provided

The Service does not provide the underlying AI models, model weights, or Host Environments. You are solely responsible for selecting, obtaining, configuring, and complying with the terms of any Host Environment that you use with the Service. We are not affiliated with any third-party Host Environment provider unless expressly stated.

4.3 Modifications to the Service

We may add to, modify, suspend, or discontinue all or any part of the Service at any time, with or without notice. Where a change materially adversely affects Users, we will use commercially reasonable efforts to provide reasonable advance notice via the Platform or by email. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service, except as required by applicable law.

4.4 Service Availability

We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted availability. The Service may be unavailable due to maintenance, technical failures, security incidents, third-party service disruptions, force majeure events, or other reasons, including those described in Section 19.

4.5 Fees and Payment

We reserve the right to introduce paid features, subscriptions, or other fee-based offerings as part of the Service at any time. Any applicable fees, billing terms, and payment conditions will be set forth in Additional Terms (as described in Section 22) or other terms presented to you at the time such paid features are made available, and any such introduction will be subject to the notice requirement set forth in Section 14.2.

5. Member Content and Agent Profiles

5.1 Ownership of Member Content

As between you and us, you retain all rights, title, and interest in and to your Member Content that you create. We do not claim ownership rights in your Member Content.

5.2 Sole Responsibility

You are solely responsible for your Member Content, including its lawfulness, accuracy, safety, and the consequences of publishing or using it. You represent and warrant that (a) you own or have all rights, licenses, consents, and permissions necessary to submit Member Content and to grant the licenses set forth in Section 6; (b) your Member Content does not infringe, misappropriate, or violate the rights of any third party, including intellectual property rights, privacy rights, publicity rights, or contractual rights; and (c) your Member Content does not violate applicable law or these Terms.

5.3 Prohibited Member Content

You must not submit Member Content, or publish Agent Profiles, that:

• contain or are designed to introduce malicious code, prompt-injection payloads, backdoors, or other components intended to compromise the security or integrity of users, the Host Environment, or third-party systems;
• are configured to direct the Host Environment to (i) generate unlawful Output, including child sexual abuse material, Content that infringes intellectual property rights, or Content that violates export controls; (ii) facilitate fraud, deception, social engineering, or impersonation of real persons or organizations; or (iii) generate or promote hate speech, harassment, or Content that incites violence;
• incorporate hooks, plugins, MCP settings, or other configuration components designed or intended to cause the Host Environment to collect, transmit, or exfiltrate User data without explicit User consent and without a clearly disclosed data-handling policy in the Agent Listing;
• are intended for use in High-Risk Activities (as defined in Section 19.4) without appropriate independent safety, validation, and oversight measures implemented by the User; or
• otherwise violate these Terms, our policies, or applicable law.

5.4 Forking and Open Sharing

By publishing an Agent Profile as “Public,” you grant other Users the rights set forth in Section 6.4.

Subject to these Terms and the applicable license terms designated by the Agent Creator, Users may discover, view, install, use, and share publicly available Agent Profiles made available through the Platform.

Any Member who forks, modifies, or otherwise creates derivative works of another User’s Agent Profile through the Platform must comply with the applicable license terms specified by the original Agent Creator and with these Terms.

5.5 Mandatory License Disclosure

Each Agent Creator must specify the license under which each public Agent Profile is made available to other Users. If no license is specified, the Agent Profile will be treated in the same manner as any other Public Agent Profile, and other Users may discover, view, install, use, fork, and share it in accordance with the default rights set forth in Section 6.4. The Company does not restrict or otherwise police the scope of other Users’ use of an Agent Profile for which no license has been specified, and an Agent Creator who publishes an Agent Profile without specifying a license does so at its own risk and is solely responsible for any consequences of such omission.

6. License Grants

6.1 License to the Company

You grant us a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers and as reasonably necessary to provide the Service) license to host, store, reproduce, modify (for technical and operational purposes such as format conversion, optimization, and indexing), display, distribute, and otherwise use Member Content, in each case solely as reasonably necessary to operate, maintain, secure, improve, and promote the Service. This license does not authorize us to sell Member Content as a stand-alone product.

6.2 Use of De-identified and Aggregated Data

We may generate de-identified, anonymized, or aggregated data derived from Member Content and the use of the Service, and we may use such data for any lawful business purpose, including to operate, improve, and enhance the Service, develop new features, and publish statistics, provided that such data does not identify any individual or Member.

6.3 Termination of License

Subject to Section 6.4, the license granted under Section 6.1 with respect to a particular item of Member Content will terminate when you remove such item of Member Content from the Service, or, in the case of an Agent Profile, when an Agent Creator changes its visibility from “Public” to “Private.” Any such termination will apply only to a prospective basis from the date of removal or change in visibility and will not affect any rights previously granted under these Terms, including any forks, copies, installations, or other permitted uses made by Users prior to such removal or change in visibility status, which shall continue to be governed by Section 6.4. We may retain back-up or archival copies of such Member Content for a commercially reasonable period and as otherwise required by applicable law.

6.4 License to Other Users (Forking)

By designating an Agent Profile as “Public,” an Agent Creator grants other Users a non-exclusive, worldwide license, subject to these Terms and any applicable license designated pursuant to Section 5.5, to discover, access, install, view, use, and fork such Agent Profile through the Service.

To the extent the Service permits a Member to create a copy or derivative versions of an Agent Profile within the Platform (for example, by "forking" functionality), any such activity will remain subject to these Terms and the applicable license designated by the Agent Creator.

Any such copy or fork is limited to use within the Platform and does not, by itself, grant any right to use, reproduce, modify, distribute, create derivative works of, or commercially exploit the Agent Profile outside the Platform.

Any rights beyond those expressly granted through the Service, other than rights to access, viewing, and use within the Platform, including without limitation copying, modification, distribution, creation of derivative works, or commercial use, shall be governed solely by the license specified by the Agent Creator pursuant to Section 5.5 (or, where no license is specified, the default rights set forth in this Section 6.4).

If your Member Content includes any Content that you did not create or do not own, you are solely responsible for ensuring that such Content is licensed on terms that permit the foregoing uses under these Terms.

For clarity, if an Agent Creator designates an Agent Profile as “Public” but does not specify a license pursuant to Section 5.5, the Agent Profile will be treated in the same manner as any other Public Agent Profile, other Users may exercise the default rights set forth in this Section 6.4, the Company does not restrict the scope of such use, and the absence of a specified license is the sole responsibility of the Agent Creator.

Any forked or copied version of an Agent Profile created within the Platform prior to the deletion of the original Agent Profile, or prior to the Agent Creator changing such Agent Profile’s visibility from “Public” to “Private”, may continue to exist within the Platform and will remain subject to the license applicable at the time such version was created.

In addition, any copy of an Agent Profile that another User has installed or downloaded into a Host Environment, or otherwise stored or retained outside the Platform, prior to the deletion of the original Agent Profile or the change of its visibility from “Public” to “Private,” will remain subject to the license applicable at the time such copy was installed or downloaded, and no such deletion or change in visibility will, by itself, terminate or revoke the rights in any such previously installed or downloaded copy.

Notwithstanding the foregoing, if the original Agent Profile is removed by the Company due to a violation of these Terms, intellectual property infringement, or compliance with legal obligations, the Company reserves the right to automatically remove, disable, or revoke access to any and all forked or copied versions of such Agent Profile within the Platform without prior notice.

6.5 Open-Source Profiles (Inbound = Outbound Licensing)

If you fork, modify, or otherwise use an Agent Profile that has been published on the Platform by another Member under an open-source license, and you later redistribute your modified version on the Platform, you agree to comply with the terms of the applicable open-source license. To the extent required by such license, you must make your modified Agent Profile available under the same or compatible license terms as the original Agent Profile, unless the original license expressly permits the use of different license terms.

6.6 Feedback

If you provide us with suggestions, ideas, or other feedback regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, or sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without obligation or compensation to you.

6.7 Format Conversion and Moral Rights Waiver

You acknowledge that Member Content may be automatically processed, transformed, or converted into internal or alternative formats for purposes including standardized rendering, security, interoperability across Host Environments, and operation of the Service. To the maximum extent permitted by applicable law, you waive, or agree not to assert, any moral rights you may have in your Member Content against us, our affiliates, service providers, licensees, and other Members in connection with format conversion, technical adaptations or modification, and other actions reasonably necessary for the Service.

7. Agent Creator Disclosures and Compliance

7.1 Disclosure Obligations

If you publish an Agent Profile, you must clearly and accurately disclose on the Agent Listing:

• the Host Environments compatible with the Agent Profile, including any minimum version, runtime, or configuration requirements;
• the intended use case and any known limitations, including circumstances under which the Agent Profile may not perform as expected;
• any data collected from end users by the Agent Profile, how that data is processed, stored, or transmitted, and any data flows between the Agent Profile and the Host Environment or any third-party service;
• any third-party services, APIs, MCP settings, plugins, or other external integrations incorporated within the Agent Profile, including the nature and purpose of each integration; and
• whether and how the behavior or output of the Agent Profile may vary depending on the Host Environment, including any known interactions that could produce inconsistent, unexpected, or potentially harmful outcomes.

7.2 Third-Party Terms

If your Agent Profile relies on or integrates any third-party models, APIs, or services, you are solely responsible for complying with the applicable third-party terms and you represent and warrant that you have obtained all necessary rights, permissions, and licenses to use and integrate such third-party services in connection with your Agent Profile.

7.3 Remedial Action

You must promptly investigate and address credible reports of harmful, infringing, or non-compliant behavior of your Agent Profiles, including by updating, disabling, or withdrawing such Agent Profile as appropriate.

8. Acceptable Use

You agree not to do, and not to attempt to do, any of the following in connection with the Service:

• violate any applicable law, regulation, or third-party right, or use the Service for any unlawful or fraudulent, or deceptive purpose;
• infringe, misappropriate, or violate any intellectual property right, privacy right, publicity right, or other right of any person;
• upload, post, or transmit any virus, worm, malicious code, or other technologically harmful material, or perform a prompt-injection attack or similar exploit against the Service or any Host Environment;
• interfere with, disrupt, or impose an unreasonable or disproportionate load on the Service or its underlying infrastructure, including through bots, scrapers, or other automated means, except as expressly permitted in writing or through documented APIs and in compliance with their terms;
• circumvent, disable, or otherwise interfere with security-related features of the Service, or remove, modify, or obscure any proprietary notices on the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of any portion of the Service, except to the extent such restriction is expressly prohibited by applicable law;
• collect, harvest, or store information about other Members or end users without their consent, including through scraping or other automated means;
• impersonate any person or entity, misrepresent your affiliation with a person or entity, or otherwise use the Service to deceive, mislead, or defraud other Members or third parties;
• create multiple Accounts or otherwise attempt to circumvent these Terms, any Company policies, or any suspension or enforcement action taken by the Company;
• post, share, or facilitate the creation or distribution of Content that is unlawful, defamatory, obscene, sexually exploitative (including of minors), harassing, hateful, or that incites violence;
• use the Service, including any data, Content, or Output obtained from the Service, to develop, train, fine-tune, or improve any AI or machine learning model that is materially competitive with the Service, except as permitted by these Terms; or
• encourage, assist, or enable any third-party to do any of the foregoing.

9. Company Intellectual Property; Open Source; Competition

9.1 Company Intellectual Property

As between you and us, we and our licensors own all right, title, and interest in and to the Service, including without limitation the Platform, its software, user interfaces, designs, logos, trademarks, service marks, trade dress, brand assets, documentation, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you in or to the Service, our intellectual property, or our Confidential Information, whether by implication, estoppel, or otherwise.

9.2 Open-Source Components

Certain components of the Service, including portions of the format-conversion functionality, are made available under one or more open-source licenses (“Open-Source Components”). Your use of such Open-Source Components is governed solely by the applicable open-source licenses. Nothing in these Terms is intended to restrict, modify, or override any rights granted to you under such licenses with respect to those Open-Source Components.

9.3 Proprietary Layer

Notwithstanding Section 9.2, the Service as a whole — including without limitation the Platform’s user interfaces, branding, integrations, hosted infrastructure, APIs, configurations, datasets, documentation, internal data structures, system architecture, optimizations, and improvements developed or maintained by us, whether or not built on top of the Open-Source Components — constitutes our proprietary property. For clarity, open-source licenses apply only to the Open-Source Components themselves and do not extend to the Service as a combined whole or to any proprietary additions, modifications, integrations, or implementations made by us.

9.4 Restriction on Competing Use

You agree that you will not access or use the Service, including any APIs, documentation, or non-public data, materials, or technical information available through the Service (other than your own Member Content or Content for which you have independently obtained appropriate rights from third parties), for the purpose of designing, building, training, improving, marketing, or operating any product or service that

• substantially replicates the core functionality, structure, or user experience of the Platform as an interoperability and sharing platform for Agent Profiles, or
• is intended to replace, substitute for, or otherwise compete with the Service with respect to a material portion of its functionality or user base.

This restriction applies only to the use of the Service and its proprietary elements described in Section 9.3, and shall not be construed to:

• restrict your independent use of the Open-Source Components in accordance with their applicable licenses;
• restrict any activity that cannot lawfully be restricted under applicable law (including, where applicable, California Business and Professions Code §16600 or similar laws with respect to engaging in a lawful trade or profession), or
• prevent you from developing or offering competing products or services using technology, data, information, or materials lawfully obtained independently of the Service and without reliance on the Service.

9.5 Trademarks

“NOTA,” “ForgeCat,” the Company logos, and any other names, logos, or marks used by the Company are trademarks or service marks of the Company. You may not use them without our prior written permission, except as expressly permitted under these Terms. All other trademarks, service marks, and logos appearing on the Service are the property of their respective owners.

10. AI-Specific Acknowledgments and Risks

10.1 Nature of AI Outputs

You acknowledge that AI agents and Host Environments are probabilistic systems and may produce Outputs that are inaccurate, incomplete, biased, offensive, or otherwise unsuitable for your purposes. You agree not to rely on any Outputs as the sole basis for any decision and to independently review and verify Outputs before acting upon them. Outputs do not constitute legal, medical, financial, or other professional advice, and you are solely responsible for obtaining advice from a qualified professional before relying on any Output for such purposes.

10.2 Third-Party Host Environments

Outputs are generated by Host Environments that are operated and controlled by third parties. We do not control, operate, or provide any warranties with respect to any Host Environment. Your use of any Host Environment is governed by the applicable third-party terms, and you are solely responsible for compliance with those terms.

10.3 Prompt Injection and Configuration Risks

Agent Profiles, MCP servers, hooks, plugins, and other integrations may introduce security and operational risks, including without limitation prompt-injection attacks, unauthorized data access or exfiltration, and unintended or harmful actions taken by a Host Environment. You are solely responsible for evaluating Agent Profiles before use, monitoring their behavior, and implementing appropriate technical and organizational safeguards within your Host Environment.

10.4 Reciprocity in AI Training

If you, or any entity acting on your behalf, use automated means to collect or extract publicly available Content from the Platform for the purpose of training, fine-tuning, or otherwise developing a commercial AI or machine learning model, you agree, to the maximum extent permitted by applicable law, that the Company may, on a reciprocal and proportionate basis, access and collect publicly available data from the services you operate for substantially similar purposes.

11. Third-Party Services and Links

The Service may contain links to, or otherwise interoperate with, third-party websites, services, models, APIs, or content (“Third-Party Services”). We do not endorse, control, or assume any responsibility for any Third-Party Service. Your access to and use of Third-Party Services is at your own risk and is governed by the applicable third-party terms and privacy policies. We are not responsible for any loss, damage, or injury arising from your use of any Third-Party Service.

12. Privacy

Our collection, use, and disclosure of Personal Data in connection with the Service are described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge our Privacy Policy. If you are a California resident, please review our Privacy Policy for additional disclosures and rights under the California Consumer Privacy Act, as amended.

13. Copyright Complaints (DMCA)

We respect the intellectual property rights of others and expect users of the Service to do the same. If you believe that material on the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent. The notice must include the information required by 17 U.S.C. § 512(c)(3), including:

• a physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• identification of the copyrighted work claimed to have been infringed;
• identification of the allegedly infringing material and information sufficient to permit us to locate it;
• your contact information, including address, telephone number, and email address;
• a statement that you have a good-faith belief that use of the material is not authorized; and
• a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

Notices may be sent to: Nota America, Inc., DMCA Designated Agent
Address: Nota America Inc. (Plug and Play Tech Center), 440 N Wolfe Rd, Sunnyvale, CA 94085, United States
Email: america_tech@nota.ai 
We may, in appropriate circumstances and at our discretion, terminate the Accounts of repeat infringers.

14. Notices and Amendments

14.1 Notices to Members

We may provide notices required or permitted under these Terms by posting them on the Platform or by sending them to the email address associated with your Account. Notices are deemed received when posted or sent. You are responsible for keeping your contact information current.

14.2 Amendments

We may update these Terms from time to time. If we make a material change, we will provide reasonable advance notice (which will not be less than thirty (30) days for material adverse changes affecting consumers, except as permitted or required by law) by posting the updated Terms on the Platform and, where appropriate, by email. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of those Terms. If you do not agree, you must stop using the Service before the effective date and may terminate your Account in accordance with Section 15.

14.3 Notices to the Company

Except as expressly provided otherwise (including in Section 23), notices to us must be sent to: Plug and Play Tech Center, 440 N Wolfe Rd, Sunnyvale, CA 94085, United States, Attention: Nota America, Inc., Email: forgecat@nota.ai.

15. Suspension and Termination

15.1 Termination by You

You may terminate your Account and stop using the Service at any time by following the in-product process or by contacting us. Upon termination, we will delete or de-identify your Account information in accordance with our Privacy Policy and applicable law, except for information we are required or permitted to retain. Public Member Content that has been forked or otherwise used by other Users in accordance with Section 6.4 may continue to exist on the Platform after termination, subject to the licenses granted at the time of forking. In addition, any copy of Member Content that another User has installed or downloaded into a Host Environment, or otherwise stored or retained outside the Platform, prior to such termination, will remain subject to the license applicable at the time such copy was installed or downloaded.

15.2 Suspension or Termination by Us

We may suspend or terminate your access to all or part of the Service, with or without notice, if we reasonably determine that:

• you have violated these Terms or any Additional Terms;
• your use poses a security, legal, or operational risk to the Service, to other users, or to us;
• we are required to do so by law, regulation, or governmental order; or
• you have not used the Service for an extended period (typically twelve (12) months or more).

Where reasonably practicable and not prohibited by law, we will provide notice and an opportunity to cure before suspension or termination.

15.3 Effect of Termination

Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive termination — including, without limitation, Sections 5.2, 6.2, 6.3 (subject to its terms), 6.4, 6.6, 6.7, 9, 10, 13, 15.3, 17 through 24, and 26 — will survive.

16. Disputes Among Members and With Third Parties

We are not a party to interactions between Members or between a Member and a third party (including a Host Environment provider). We have no obligation to monitor, mediate, or resolve such interactions, although we may do so in our discretion. You are responsible for your interactions with other Members and third parties. To the maximum extent permitted by law, you release us, our affiliates, and our personnel from claims, demands, and damages arising out of or in connection with such interactions.

17. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “Indemnified Parties”) from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Member Content, including any Agent Profile you publish; (b) your use of the Service; (c) your violation of these Terms or any Additional Terms; (d) your violation of any law or third-party right; or (e) any dispute between you and another Member or third party. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

18. Export Controls, Sanctions, and Anti-Corruption

The Service and any related software may be subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. You represent and warrant that you are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive U.S. trade sanctions, that you are not on any U.S. government list of prohibited or restricted parties, and that you will not use the Service in violation of any applicable export, sanctions, or anti-corruption law (including the U.S. Foreign Corrupt Practices Act).

19. Disclaimers

19.1 General

THE SERVICE, INCLUDING ANY CONTENT, AGENT PROFILES, OR OUTPUTS MADE AVAILABLE THROUGH IT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

19.2 Third-Party Content and Agent Profile

WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY AGENT PROFILE PUBLISHED BY ANY AGENT CREATOR, ANY MEMBER CONTENT, ANY HOST ENVIRONMENT, OR ANY THIRD-PARTY SERVICE. YOUR USE OF SUCH AGENT PROFILES, MEMBER CONTENT, HOST ENVIRONMENTS, OR THIRD-PARTY SERVICES IS AT YOUR SOLE RISK.

19.3 AI Outputs

WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY OUTPUT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING OUTPUTS BEFORE USING OR ACTING UPON THEM. OUTPUTS DO NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

19.4 High-Risk Activities

THE SERVICE IS NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS OR APPLICATIONS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE, INACCURACY, OR UNAVAILABILITY OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH-RISK ACTIVITIES”), INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR-TRAFFIC CONTROL, LIFE-SUPPORT SYSTEMS, MEDICAL DEVICES, OR WEAPONS SYSTEMS. WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

19.5 Statutory Limitations

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any such warranty cannot be excluded, the duration of any implied warranty is limited to the maximum extent permitted by applicable law.

20. Limitation of Liability

20.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US$100) OR, IF A HIGHER MINIMUM CAP IS REQUIRED BY APPLICABLE LAW, SUCH HIGHER AMOUNT.

20.3 Force Majeure and Member-Caused Issues

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, third-party service disruptions, cyberattacks, or pandemics. We will not be liable for issues attributable to your acts, omissions, equipment, network, or third-party software.

20.4 Statutory Limitations

Some jurisdictions do not allow certain limitations of liability. To the extent a limitation in this Section 20 is not enforceable, our liability will be limited to the minimum extent permitted by applicable law. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud or for death or personal injury caused by gross negligence or willful misconduct.

20.5 Basis of the Bargain

The disclaimers and limitations in Sections 19 and 20 form an essential basis of the bargain between you and us and apply even if a remedy fails of its essential purpose.

21. California Users

In accordance with California Civil Code §1789.3, California users may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22. Additional Terms

Certain features of the Service may be subject to additional terms, guidelines, or policies that we make available (“Additional Terms”). The Additional Terms are incorporated into these Terms. In the event of a conflict between the Additional Terms and these Terms with respect to a specific feature, the Additional Terms control with respect to that feature.

23. Binding Arbitration and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND THE COMPANY TO RESOLVE MOST DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, EXCEPT AS SET FORTH BELOW.

23.1 Informal Resolution

Before filing any arbitration, you agree to first send written notice of the dispute to us at the address in Section 14.3, including a description of the claim and the relief sought. We will attempt to resolve the dispute informally for at least sixty (60) days after receipt of the notice. If the dispute is not resolved within that period, either party may initiate arbitration.

23.2 Agreement to Arbitrate

You and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, for consumer disputes, its Streamlined Arbitration Rules and Procedures), except as modified by these Terms. The arbitration will be conducted by a single arbitrator. The arbitration will be held in San Francisco, California, or, if you are a consumer, in the U.S. county of your residence, or via remote/video proceedings, at your election. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §1 et seq., governs the interpretation and enforcement of this Section 23.

23.3 Exceptions

Notwithstanding Section 23.2, either party may:

• bring an individual action in small-claims court for claims that qualify;
• seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop infringement, misappropriation, or violation of intellectual property rights or breach of confidentiality obligations;
• raise any matter that cannot be arbitrated under applicable law; and
• seek public injunctive relief in a court of competent jurisdiction to the extent such relief cannot, as a matter of applicable law, be compelled to arbitration or waived by a pre-dispute agreement (including under McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017)). If a claim for public injunctive relief is severed from arbitration under this paragraph, all other claims and requests for relief shall continue to be resolved in arbitration in accordance with this Section 23, and the severance of such claim shall not render any other portion of this Section 23 unenforceable.

23.4 Class-Action Waiver

YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

23.5 Mass Filings

If twenty-five (25) or more similar Disputes are filed against us by or with the assistance of the same or coordinated counsel, the parties agree that the arbitration provider may stage and batch the cases for efficiency, and the parties will cooperate in good faith with such procedures.

23.6 Severability of This Section

If any portion of this Section 23 is found to be unenforceable, the remainder will continue in full force and effect, except that if the class-action waiver in Section 23.4 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed from the arbitration and brought in court, while all other claims will proceed in arbitration.

23.7 Right to Opt Out

You may opt out of this Section 23 by sending written notice of your decision to opt out (which may be sent by email to forgecat@nota.ai) within thirty (30) days after first becoming subject to this Section 23. The notice must include your name, address, the email associated with your Account, and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms.

24. Governing Law and Forum

These Terms and any Dispute will be governed by the laws of the State of California, without regard to its conflict-of-law principles, and by applicable U.S. federal law (including the Federal Arbitration Act). The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 23, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any matter not subject to arbitration.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings on that subject.

25.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or to an affiliate. Any prohibited assignment is null and void.

25.3 Severability; No Waiver

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later.

25.4 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us.

25.5 No Third-Party Beneficiaries

Except as expressly provided, these Terms do not confer rights on any third party.

25.6 Headings; Interpretation

Headings are for reference only and do not affect interpretation. “Including” means “including without limitation.”

25.7 Language

These Terms are concluded in English. Any translation is provided for convenience only, and the English version controls in the event of a conflict.

26. Contact Information

Nota America, Inc.

Nota America Inc. (Plug and Play Tech Center), 440 N Wolfe Rd, Sunnyvale, CA 94085, United States

Email (general): forgecat@nota.ai

Email (DMCA): america_tech@nota.ai

Email (arbitration opt-out): forgecat@nota.ai

Addendum

1. These Terms take effect on the Effective Date set forth above.

2. Previous versions of these Terms are available upon request.