Naoma AI – Terms and Conditions

IMPORTANT: PLEASE READ CAREFULLY. BY ACCESSING OR USING THE NAOMA AI SERVICE, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“TERMS”). IF YOU ARE USING THE SERVICE ON BEHALF OF A COMPANY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SERVICE .These Terms are a legal agreement between you and Naoma AI Inc., a Delaware corporation (located at 3932, 1007 N Orange St. 4th Floor, Wilmington, DE 19801, USA), governing your use of Naoma’s web-based, AI-powered sales conversation analytics platform and related services (collectively, the “Service”).

1.1 Service Overview. Naoma provides a cloud-based platform that uses artificial intelligence to analyze sales conversations (such as audio/video calls, demos, or communications) and deliver insights and analytics to businesses. The Service allows you to upload or record sales call data, which Naoma then transcribes, processes, and analyzes to generate summaries, performance metrics, and other actionable insights for your organization.
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1.2 License to Use Service. Subject to your compliance with these Terms and payment of any applicable fees, Naoma grants you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term for your internal business purposes . This license is for you and your authorized users (employees or contractors, “Permitted Users”) only, and solely as permitted by these Terms and any Order Form or subscription agreement. No ownership rights are transferred to you: Naoma (and its licensors) retain all ownership and intellectual property rights in the Service software, technology, and content provided by Naoma.
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1.3 Permitted Users and Accounts. You may allow your Permitted Users to access the Service under your account credentials, up to any user limits in your plan or Order Form. Permitted User accounts are for designated individuals only and cannot be shared or used by more than one person. You are responsible for all activity that occurs under your account, including actions by Permitted Users . You agree to ensure that all Permitted Users comply with these Terms. If a Permitted User leaves your organization or no longer needs access, you must promptly disable their access. You will use reasonable efforts to safeguard login credentials and prevent unauthorized access to the Service.

1.4 Service Availability and Security. Naoma will use reasonable and appropriate measures to secure the Service and protect against unauthorized access, viruses, and other threats . We strive to maintain high availability of the Service; however, we do not guarantee that the Service will be uninterrupted or error-free at all times . From time to time, Naoma may perform scheduled maintenance or updates, and in such cases we will endeavor to provide advance notice and perform maintenance during off-peak hours. You acknowledge that occasional downtime or errors may occur and that Naoma will not be liable for any unavailability or performance issues beyond its reasonable control (such as internet outages or force majeure events).

2.1 Customer Data Ownership. “Customer Data” means any data, content, recordings, text, audio, video, or other materials that you or your Permitted Users submit, upload, or transmit to the Service, including your sales call recordings and related information. You retain all rights and ownership in your Customer Data. Naoma does not claim ownership of your Customer Data.

‍2.2 License to Naoma for Service Provision. You grant Naoma and its affiliates a worldwide, royalty-free license to host, use, copy, process, transmit, and display your Customer Data solely as necessary to provide the Service and related support to you . This includes, for example, using and analyzing the data to generate call transcripts and insights, to troubleshoot issues you report, to improve accuracy, and to enforce these Terms or comply with law. Naoma will only access and use Customer Data as permitted by you and these Terms, and for no other purpose.

‍2.3 Data for AI Improvements. You agree that Naoma may use data derived from your Customer Data to develop, train, and improve Naoma’s artificial intelligence models, algorithms, and services. Naoma will only use your data for these purposes in an anonymized and aggregated form that does not identify you, your company, or any individual personally . In other words, Naoma may combine or abstract your data with data from other sources to improve its overall services and AI, without disclosing any personally identifiable or confidential information about you or any data subject. All rights to any aggregated, anonymized data derived from Customer Data or Service operation belong to Naoma . This aggregated data will not contain information that could reasonably identify you or any individual.

‍2.4 Privacy and Data Protection. Naoma’s use of Customer Data is also governed by our Privacy Policy (available on our website), which is incorporated into these Terms by reference. Naoma will handle any personal information within Customer Data in accordance with applicable data protection laws and our Privacy Policy. You represent that you have obtained all necessary consents and lawful basis to provide the Customer Data (including any personal data of third parties) to Naoma for the purposes described in these Terms . If required by certain laws (e.g., GDPR for EU personal data), Naoma and Customer will enter into a separate Data Processing Addendum to address those requirements.

3.1 Compliance with Laws and Rights. You are responsible for using the Service in compliance with all applicable laws, regulations, and industry guidelines. This includes, without limitation, laws regarding privacy, data protection, and call recording or communications monitoring in the jurisdictions where you and your users are located . You represent and warrant that you have all necessary rights and permissions to submit the Customer Data to the Service and to allow Naoma to process it under these Terms . For example, if you record calls, you must comply with any consent requirements before uploading those recordings to Naoma. You will not use the Service to store or transmit any material that infringes or misappropriates the intellectual property or privacy rights of any third party, or that is unlawful, defamatory, harassing, obscene, or otherwise objectionable.

‍3.2 Prohibited Conduct. You and your Permitted Users shall not do any of the following:

4.1 Naoma’s Intellectual Property. As between you and Naoma, Naoma (and its licensors, if any) retains sole ownership of all rights, title, and interest in and to the Service, including all software, code, algorithms, models, user interfaces, know-how, and any improvements or modifications to the Service, even if influenced by your feedback or use . All content provided by Naoma through the Service (such as analytics results, dashboards, and documentation) and all trademarks, logos, and brand elements of Naoma are also part of Naoma’s intellectual property. These Terms do not grant you any ownership rights in the Service or any Naoma trademarks or logos. You are only granted the limited license to use the Service as expressly provided in Section 1.2 above. All rights not expressly granted to you are reserved by Naoma.

‍4.2 Feedback. We welcome feedback, suggestions, or ideas from you about the Service (“Feedback”). If you choose to provide Feedback to Naoma, you grant Naoma a perpetual, irrevocable, worldwide, royalty-free right and license to use, modify, and incorporate the Feedback into Naoma’s products and services without any obligation to you . This helps us improve our platform. Naoma will not publicly attribute Feedback to you without permission.

‍4.3 Customer Data. You retain ownership of Customer Data as stated in Section 2.1. Except for the limited license you grant us in Section 2.2 (to operate the Service) and Section 2.3 (to improve our AI in an anonymized way), Naoma acquires no rights in your Customer Data or the intellectual property contained therein . Nothing in these Terms will be construed to restrict your rights to use your own Customer Data outside of the Service.

‍4.4 Third-Party Tools. The Service may include integrations or features that allow you to use third-party services or content in conjunction with Naoma (for example, CRM integrations). All third-party services remain the property of their respective owners and may be subject to their own terms. Naoma is not responsible for third-party services you choose to use with our Service.

5.1 NO WARRANTY. THE SERVICE (INCLUDING ANY SOFTWARE AND CONTENT PROVIDED) IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAOMA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. NAOMA DOES NOT GUARANTEE THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

‍5.2 YOU UNDERSTAND AND AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. NAOMA MAKES NO REPRESENTATION OR WARRANTY THAT USING THE SERVICE OR RELYING ON ITS OUTPUT (E.G., AI-GENERATED ANALYTICS OR RECOMMENDATIONS) WILL ACHIEVE ANY PARTICULAR SALES RESULTS OR OUTCOMES. NAOMA IS NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE BASED ON THE SERVICE’S OUTPUT.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, any required warranty is limited to the minimum scope and duration permitted by law.

6.1 Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER NAOMA NOR YOU (THE CUSTOMER) WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS . THIS EXCLUSION INCLUDES ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

‍6.2 Liability Cap. EXCEPT FOR LIABILITIES THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS (FOR ANY CLAIMS, DAMAGES, OR OTHER LIABILITY) IS LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO NAOMA FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. If no fees were paid (for example, during a free trial), Naoma’s liability is limited to $100. This cap applies collectively to all claims and causes of action, whether in contract, tort, negligence, strict liability, or any other legal theory.

‍6.3 Scope. The limitations in this Section 6 apply to the maximum extent permitted by law, regardless of the form or theory of claim. Each provision in this Section is separate and independent of any other remedy limitations. You acknowledge that Naoma has set its fees and entered into this Agreement in reliance on these limitations of liability and that they form an essential basis of the bargain between the parties.Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to the extent prohibited by law. In such cases, liability will be limited to the fullest extent permitted.

7.1 Customer Indemnity. You agree to defend, indemnify, and hold harmless Naoma and its officers, directors, employees, and agents from and against any third-party claims, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data you provide, (b) your (or your Permitted Users’) use of the Service in violation of these Terms, or (c) your breach of any representation or warranty in these Terms . This means if a third party sues Naoma because, for example, your uploaded content infringes their patent or copyright, or you violated a law using our Service, you will cover any liability and costs for Naoma, provided that Naoma gives you prompt notice of the claim and reasonable cooperation in the defense.

‍7.2 Naoma’s Indemnity. Naoma will defend and indemnify you and your officers and employees from any third-party claim that the Naoma Service, as provided by Naoma and used in accordance with these Terms, directly infringes a valid U.S. patent, trademark, or copyright of that third party . If such an infringement claim arises, Naoma may, at its option: (i) modify or replace the Service to be non-infringing, (ii) obtain a license for you to continue using the Service, or (iii) terminate your subscription and refund any pre-paid fees for the unused remainder of your term. Naoma’s indemnification obligation will not apply if the claim arises from your misuse of the Service, your combination of the Service with other products not provided by Naoma, or unauthorized modifications to the Service. Naoma must be promptly notified in writing of the claim and given sole control of its defense or settlement. This Section 7.2 states Naoma’s entire liability for any intellectual property infringement claims regarding the Service.

8.1 Term of Agreement. These Terms commence on the date you first accept them (such as by clicking “I Agree” or by using the Service) and will remain in effect while you have an active subscription or continue to access the Service. Each Order Form or subscription you enter will have a specified subscription term (e.g., one year, month-to-month, etc.), which may auto-renew as stated in the Order Form. Either party may elect not to renew a subscription term by providing at least 30 days’ notice to the other before the end of the then-current term (unless a different notice period is stated in your Order).

‍8.2 Termination for Cause. Either party may terminate this Agreement (including all subscriptions) for cause: (a) if the other party materially breaches these Terms and does not cure the breach within thirty (30) days after receiving written notice describing the breach ; or (b) if the other party becomes the subject of a bankruptcy or insolvency proceeding and the proceeding is not dismissed within a reasonable time. If you fail to pay fees when due and do not cure within any applicable cure period, Naoma may consider that a material breach. Termination for cause must be in writing (email is acceptable).

‍8.3 Suspension. In addition to termination rights, Naoma may suspend your account or access to the Service if: (i) you are in breach of Section 3 (Acceptable Use) and such breach poses an imminent threat to the security or integrity of the Service, or (ii) payment of any overdue fees is not made within ten (10) business days after Naoma’s notice. Naoma will use reasonable efforts to give you advance notice before suspension, when practicable, and will reinstate the Service once the issue is resolved.

‍8.4 Effects of Termination. Upon termination or expiration of your subscription or these Terms for any reason, your license to use the Service will immediately end. You must stop all use of the Service and delete any locally installed software provided by Naoma. Naoma will deactivate or delete your account and credentials. Data Retrieval: For 30 days following termination/expiration, you may request in writing to retrieve your Customer Data (e.g., call recordings or transcripts) from the Service . Naoma will, upon request, either provide you with a copy of your Customer Data or make the data available for export in a common format. After this 30-day period, Naoma has no obligation to retain your Customer Data and will securely delete or anonymize it in accordance with our data retention policies, unless legally prohibited.

‍8.5 Refunds and Payments. If you terminate these Terms or any subscription for Naoma’s uncured material breach, Naoma will refund any pre-paid fees for the remaining unused period of your subscription term on a pro-rata basis . If Naoma terminates these Terms or any subscription for your breach, you are responsible for any unpaid fees for the then-current term and any use of the Service beyond the termination date. In no event will termination relieve you of the obligation to pay any fees accrued or owed to Naoma prior to termination.

‍8.6 Survival. Any provisions of these Terms that by their nature should survive termination (such as ownership, confidentiality, indemnities, disclaimer of warranties, limitations of liability, dispute resolution, and payment obligations) shall survive the expiration or termination of this Agreement.

9.1 Governing Law. These Terms and any dispute arising out of or in connection with the Service or this Agreement shall be governed by the laws of the State of Delaware, USA, excluding its conflict-of-law principles. For clarity, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement.
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‍9.2 Good Faith Negotiations. In the event of any dispute or claim, the parties agree to first attempt to resolve the issue through good-faith negotiations. If we are unable to resolve the dispute informally, the following arbitration terms will apply.

‍9.3 Binding Arbitration. Except for the exceptions described in Section 9.5 below, you and Naoma agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service, including issues of arbitrability, shall be finally resolved by binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or International Centre for Dispute Resolution Rules for non-U.S. customers). Arbitration Process: A single neutral arbitrator will conduct the arbitration in English. The arbitration may be conducted in Wilmington, Delaware, unless the parties agree to a different location or a remote/telephonic proceeding. The arbitrator may award any relief that a court of competent jurisdiction could award, except that the arbitrator may not award punitive or exemplary damages, or any damages disclaimed or limited by these Terms. Judgment on the arbitration award may be entered in any court having jurisdiction.

‍9.4 Class Action Waiver. To the fullest extent permitted by law, each party waives any right to pursue disputes on a class-wide basis; disputes will be resolved only on an individual basis. This means you may not bring a claim against Naoma as a plaintiff or class member in any class, consolidated, or representative action. The arbitrator shall not consolidate more than one person’s claims and shall not preside over any form of a representative or class proceeding.

‍9.5 Exceptions. Opt-out: If you do not wish to be bound by the arbitration provision and class action waiver in this Section, you must notify Naoma in writing within 30 days of first accepting these Terms, and provide your name and account information. If you opt out, or in the event the arbitration clause is found unenforceable, then Section 9.3 will not apply to you. Court jurisdiction for limited claims: Either party may choose to pursue a claim in small claims court (if eligible) rather than arbitration. In addition, either party may seek injunctive relief in a court of proper jurisdiction to prevent misuse of intellectual property or breach of confidentiality (e.g., unauthorized use of the Service or disclosure of Confidential Information) without first engaging in arbitration.

‍9.6 Forum Selection (if no arbitration). If the arbitration provision is held unenforceable or you validly opt out, then any litigation arising between the parties (subject to any small claims or injunctive relief as noted) shall be brought in the state or federal courts located in Delaware. Both you and Naoma consent to the exclusive jurisdiction and venue of such courts, and waive any objections to personal jurisdiction or forum non conveniens. Jury Trial Waiver: If for any reason a dispute is litigated in court rather than through arbitration, both parties knowingly and irrevocably waive any right to a trial by jury.

10.1 Confidentiality. During the course of the relationship, either party (the “Disclosing Party”) may provide the other (the “Receiving Party”) with confidential or proprietary information. Each party agrees to protect the other’s Confidential Information with the same degree of care it uses to protect its own confidential information, and at least reasonable care . Confidential Information includes non-public business, technical, or financial information, Customer Data, and any other information that is marked or should reasonably be understood as confidential. It does not include information that is independently developed, lawfully obtained from a third party, or becomes public through no fault of the Receiving Party . The Receiving Party will use Confidential Information only for purposes of the Agreement and will not disclose it to any third party except to its employees or contractors who need to know it and are bound by similar confidentiality obligations . These confidentiality obligations continue for 3 years after termination of the Agreement (and indefinitely for any trade secrets or Customer Data).

‍10.2 Notices. Naoma may send you required legal notices or communications regarding the Service (such as notice of material changes to these Terms) by email to the address associated with your account, by postal mail to the address in your Order Form, or by posting on our website or within your account portal. You are responsible for keeping your contact information up to date. You must send any legal notices to Naoma at the following address: Naoma AI Inc., 1007 N Orange St. 4th Floor, Wilmington, DE 19801, USA, Attn: Legal Department, with a copy to support@naoma.ai. Email notice from you to Naoma is only valid when specifically allowed by these Terms (for example, to notify termination or opt out of arbitration) and when sent to the proper email address provided by Naoma.

‍10.3 Assignment. You may not assign or transfer these Terms or any of your rights or obligations under it to any third party without Naoma’s prior written consent, except in the event of a merger or sale of all or substantially all of your business or assets (and with notice to Naoma). Naoma may freely assign or transfer this Agreement (in whole or part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of its business. Any attempted assignment in violation of this section is void. These Terms will bind and benefit any permitted successors or assigns of the parties.

‍10.4 Entire Agreement. This Agreement (together with any Order Forms and referenced documents like the Privacy Policy or Data Processing Addendum) constitutes the entire agreement between you and Naoma regarding the Service and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to its subject matter . In entering this Agreement, neither party has relied on any statement or representation not expressly set out in these Terms. Any terms in a purchase order or other document provided by you (for example, terms printed on a PO form) are void and of no effect, even if the document is accepted or signed by Naoma.

‍10.5 Amendments and Waivers. Naoma may modify these Terms from time to time. When we do, we will provide notice to you (for example, by email or a notification in the Service) and update the “Last Updated” date at the top. Any modifications will become effective at the start of the next subscription term or 30 days after posting the updated Terms, whichever is sooner. If you do not agree to the updated Terms, you may terminate your subscription as of the end of the current term. No waiver of any provision of these Terms by either party will be effective unless in writing and signed by the party against whom the waiver is claimed. A waiver of one breach or delay in enforcing a right will not constitute a waiver of any other breach or right.

‍10.6 Severability. If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect . The parties will negotiate in good faith a valid and enforceable provision that is as similar as possible to the unenforceable provision.

‍10.7 Relationship of Parties. The relationship between you and Naoma is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, fiduciary, franchise, or agency relationship between the parties . Neither party is an agent of the other, and neither can bind the other to any agreement with a third party.

‍10.8 Force Majeure. Neither Naoma nor Customer will be liable for any delay or failure to perform its obligations (except payment obligations) due to events or circumstances beyond its reasonable control, such as acts of God, natural disasters, strikes, war, terrorism, riots, pandemic, governmental action, or Internet or power outages . The affected party shall give notice to the other as soon as practicable and make reasonable efforts to resume performance as soon as possible.

‍10.9 No Third-Party Beneficiaries. These Terms are for the benefit of you and Naoma only. Except as expressly provided (for example, indemnitees under Section 7), this Agreement is not intended to confer any rights or remedies on any third party.

‍10.10 Export Compliance. You agree to use the Service in compliance with all applicable export control and trade sanctions laws. You represent that you are not located in or a national/resident of any country embargoed by the U.S., and you are not on any U.S. government list of prohibited or restricted parties . You shall not export or re-export any part of the Service to any such country or person in violation of law.

‍10.11 Contact Information. If you have any questions about these Terms or need to contact Naoma for any reason, please email us at support@naoma.ai or write to the address provided above. We value our clients and will do our best to address your inquiries.

By using Naoma’s Service, you acknowledge that you have read and understood these Terms and agree to be bound by them. Thank you for choosing Naoma for your AI-driven sales conversation analytics!