Terms.

These terms of service ("Terms") govern access to and use of the Noaya service (the "Service"), published by NILA, a French simplified joint-stock company (SASU) with a share capital of €25,000, Nantes Trade Register, SIREN 953 774 569, headquartered at 49 rue de Racapé, 44300 Nantes, France, represented by its president Nadya Jahan, accessible at https://noaya.app. Contact: hello@noaya.app.

1. Description of the Service

Noaya is a B2B SaaS platform that offers e-commerce merchants ("Merchants") a set of specialized AI agents (marketing analysis, funnel optimization, retention, etc.) connected to their own Shopify, Google Ads, Meta Ads and Google Analytics accounts via OAuth.

The Service is provided "as is" and is continuously evolving. Features may be added, modified or removed without prior notice.

2. Account creation

• Registration is open to adults representing a business.
• The Merchant warrants the accuracy of the information provided and keeps it up to date.
• Username and password are strictly personal and confidential.
• Any activity carried out from an account is deemed to have been performed by its holder. Any fraudulent use must be reported immediately to hello@noaya.app.

3. Subscription & billing

• Access to the Service requires a paid monthly or annual subscription, taken out online. A free trial period may be offered.
• Payments are processed via Stripe. Pricing is shown on the website and may be revised. Changes only apply at the next billing cycle.
• Invoices are available in the Merchant's billing area.
• No refund is owed for cancellation mid-period, unless required by law.

4. Cancellation

• The Merchant may cancel at any time from their billing area. Cancellation takes effect at the end of the paid period.
• Noaya may suspend or terminate an account in case of breach of the Terms, fraud, abusive use of third-party APIs or non-payment.
• Upon cancellation, the Merchant's data is deleted within 30 days (see Privacy Policy).

5. Ownership & data use

• The Merchant remains the sole owner of their data and of data imported from their connected integrations.
• The Merchant grants Noaya a non-exclusive license, limited to the contract term, to store, process and display their data within the Service.
• Data is never sold, shared with third parties, or used to train shared AI models.

6. Third-party integrations & platform compliance

Use of third-party integrations (Shopify, Google, Meta, Notion, Klaviyo, Triple Whale, etc.) is subject to those third parties' terms. Noaya is not responsible for interruptions, API changes or pricing changes decided by these providers.

The Merchant is responsible for the contractual obligations binding them to these third parties. By using Noaya, the Merchant acknowledges being bound in particular by:

• the Shopify Partner Program Agreement, Shopify API License Terms and Shopify Acceptable Use Policy;
• the Meta Platform Terms, Meta Developer Policies and Community Standards;
• the Google API Services User Data Policy (including Limited Use requirements) and the Google Ads Policies.

Noaya commits to using these APIs read-only, to complying with Google's Limited Use requirements, and to never reselling, transferring to unauthorized third parties, or using data received via these integrations to train general-purpose AI models.

6 bis. Acceptable use (AUP)

You agree not to:

• use the Service to send spam, unsolicited communications, or carry out phishing or fraud operations;
• bypass, disassemble, reverse engineer or attempt to extract the source code of the Service;
• scrape, crawl or massively extract data from the Service beyond normal use;
• overload or bypass the quotas of connected third-party APIs (Shopify, Meta, Google, etc.);
• host, transmit or generate via the Service any content that is illegal, defamatory, hateful, sexually explicit, or that infringes third-party rights;
• use the Service to generate images or text that infringe third-party copyrights, privacy or image rights;
• resell, rent or sublicense the Service without prior written authorization.

Any breach may result in immediate suspension without notice and permanent termination of the account.

6 ter. AI-generated content

• Texts, images and other content generated by Noaya agents at your request ("AI Outputs") are granted to you with full commercial use rights, subject to compliance with these Terms.
• You are solely responsible for the legality and compliance of how these AI Outputs are used (third-party rights, advertising disclosures, product claims).
• Noaya does not guarantee the uniqueness of AI Outputs: similar content may be generated for another Merchant.

7. AI agent recommendations

Analyses, suggestions and recommendations produced by Noaya's AI agents are provided for guidance only. The Merchant remains the sole judge of their application to their business. Noaya cannot be held liable for decisions made by the Merchant based on these recommendations.

8. Availability & liability

• Noaya commits to providing a service with reasonable availability but does not guarantee the absence of interruptions.
• Noaya's liability is limited to the amount actually paid by the Merchant over the last 12 months.
• No liability can be incurred for indirect damages (loss of revenue, loss of data outside the Service, etc.).

No warranty. To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without any express or implied warranty, including merchantability, fitness for a particular purpose, accuracy of analyses, or non-infringement. AI agent recommendations do not constitute professional advice (legal, financial, tax).

8 bis. Indemnification

The Merchant agrees to indemnify, defend and hold harmless Noaya, its founders, employees and subprocessors from any claim, loss, damage, liability, cost or expense (including reasonable attorneys' fees) arising from or related to:

• any use of the Service in violation of these Terms or applicable law;
• any breach by the Merchant of the terms of connected third-party platforms (Shopify, Meta, Google, Notion, Klaviyo, Triple Whale);
• any content provided by the Merchant to the Service (briefs, prompts, assets, product data) that infringes third-party rights;
• any use of AI Outputs by the Merchant in violation of third-party rights or applicable regulations (misleading advertising, health claims, image rights, etc.).

Noaya may, at its discretion, conduct its own defense with counsel of its choice at the Merchant's expense.

9. Intellectual property

The Service (code, design, brand, editorial content) is the exclusive property of Noaya. Any reproduction, copy or reuse outside normal use of the Service is prohibited.

10. Changes

Noaya may modify these Terms at any time. Active Merchants are notified by email at least 30 days before substantial changes take effect.

11. Governing law & jurisdiction

These Terms are governed by French law. Any dispute falls under the jurisdiction of the competent French courts, after a prior attempt at amicable resolution.

12. Contact

For any question: hello@noaya.app