DraftUnder legal review. This page is a working draft — bracketed [CONFIRM]/[CHOOSE] markers are unresolved decisions, not final terms.

Terms of Service

Last updated: [CONFIRM: date — set at launch]

1. Acceptance of terms

By creating an account or using Noet, you agree to these Terms of Service. If you use Noet on behalf of an organization, you represent that you are authorized to accept these terms for it. Noet is operated by [CONFIRM: legal entity — e.g. WishWell LLC].

⚖️ REVIEW NOTE: Confirm whether an affirmative clickwrap step at sign-up is wanted (recommended for a paid SaaS). [CONFIRM: acceptance mechanism at sign-up].

2. What Noet is

Noet is software for YouTube creators: it extracts the products featured in a creator's videos, lets the creator review and correct the results, and publishes them as public gear pages carrying the creator's own affiliate tags. The creator controls what is published; nothing goes live without the creator's action unless the creator turns on auto-publish.

3. Creator accounts

Accounts are created with Google sign-in or an email address and password. You are responsible for activity under your account and for keeping access to your sign-in method secure. You must have the right to submit the videos and transcript evidence you provide. Before processing a creator-supplied transcript, you attest that you have the right to use it and that it matches the selected video.

4. Your content and your data

Your videos, your extracted catalog, your corrections, and your affiliate tags remain yours. You grant us the license needed to process your submitted videos and to host and display your storefront pages — nothing broader. Export is planned but not currently available.

⚖️ REVIEW NOTE: The license grant here is deliberately narrow starting language; counsel should draft the precise license scope (processing, hosting, caching, backups) and review the planned export obligation. [CONFIRM: license-grant wording] · [CONFIRM: export commitment, format, and timing].

5. Affiliate relationships

Buy links on your storefront use your own Amazon Associates tag. Your relationship with Amazon is your own: you are responsible for your Associates account, its compliance (including required disclosures), and your tax treatment of commissions. Noet renders a disclosure line on storefront pages, injects only the tag you configured, and takes no share of your commissions.

⚖️ REVIEW NOTE: Confirm the allocation of Associates-program compliance responsibility to the creator is acceptable as drafted, and whether Noet should additionally warrant anything about its link construction. [CONFIRM: affiliate-compliance responsibility clause].

6. Fees and billing

Noet is offered for a flat software fee — never a share of your commissions. Billing is planned via Stripe and is not yet live [CONFIRM: billing live at launch]; the current price is published at sign-up when billing ships, not in these terms.

⚖️ REVIEW NOTE: Add refund policy, billing cycle, price-change notice period, and taxes language when Stripe billing ships. [CHOOSE: refund policy] · [CONFIRM: price-change notice period].

7. Acceptable use

You agree not to misuse the service — including submitting videos you have no rights to, attempting to disrupt or overload the service, circumventing security or tenant isolation, scraping other creators' storefronts at scale, or using the service for any unlawful purpose. We may suspend or restrict accounts for conduct that harms the service or other creators.

8. Extracted data and accuracy

Product data is extracted from video content by AI and then reviewed by you. It may be incomplete or wrong; the review queue exists so you can correct it before publishing. Storefront visitors should verify price and availability on the retailer's page — extracted data is editorial reference, not a retail listing.

9. Third-party services

The service depends on third parties (Google/YouTube, Supabase, OpenAI, Amazon, Stripe [CONFIRM: final provider list at launch]). Their terms govern your use of their services — including the YouTube Terms of Service for connected YouTube functionality and the Amazon Associates Operating Agreement for your Associates account. We are not responsible for third-party sites your storefront links to.

10. Intellectual property

The Noet software, design, and original content are owned by [CONFIRM: legal entity] or its licensors. Product names, brands, and marks that appear in extracted catalogs are the property of their respective owners and are used for identification. Creator names on demo pages are fictional unless a real creator has published a storefront.

⚖️ REVIEW NOTE: Confirm nominative use posture and whether a DMCA/takedown-agent designation is wanted for creator-published storefront content. [CONFIRM: DMCA agent]. Also confirm nominative use of third-party product names on MARKETING surfaces (homepage scroll-story scenes and the fictional demo receipt): text names only, no logos, no product photos, no implied endorsement; the fictional-creator excerpt is kept neutral-descriptive, never praise of a real product. [CONFIRM: marketing-surface product-name use].

11. Termination and export

You can stop using Noet at any time and request deletion of your account and catalog. Export is planned but not currently available; its format and timing remain under review. We may terminate accounts for breach of these terms, with notice where practicable.

12. Disclaimer of warranties

The service is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that extracted data is accurate or that the service will be uninterrupted or error-free.

⚖️ REVIEW NOTE: STARTING POINT, not vetted enforceable language — conspicuousness requirements and consumer-protection carve-outs vary by jurisdiction. [CONFIRM: warranty disclaimer].

13. Limitation of liability

To the fullest extent permitted by law, [CONFIRM: legal entity] is not liable for indirect, incidental, consequential, or punitive damages, or for lost commissions, arising from your use of the service.

⚖️ REVIEW NOTE: STARTING POINT — counsel must set the liability cap (commonly fees paid in the prior 12 months for a SaaS), the carve-outs, and confirm enforceability for the chosen governing law. [CONFIRM: limitation-of-liability terms and cap].

14. Changes to these terms

We may update these terms; material changes will be reflected in the “Last updated” date above and, for signed-in creators, notified in the app. Continued use after a change means you accept the updated terms.

15. Governing law and disputes

These terms are governed by the laws of [CONFIRM: governing-law jurisdiction], and disputes will be handled in the courts of that jurisdiction unless otherwise required by law.

⚖️ REVIEW NOTE: Whether to add binding arbitration and/or a class-action waiver is a counsel decision with real trade-offs and is NOT drafted here. Keep the jurisdiction consistent with the Privacy Policy. [CONFIRM: governing-law jurisdiction] · [CONFIRM: arbitration / class-waiver — counsel decision].

16. Contact

Questions about these terms: [CONFIRM: contact email — must exist before launch].