Last Updated: February 12, 2025
1. Acceptance of Terms
By accessing or using the Noctal platform or any associated website (“Site”), you (“User”) confirm that you have read, understood, and agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you may not use or access the Site.
2. Changes to Terms
Noctal, Inc. (“Noctal,” “we,” “us,” or “our”) reserves the right to modify or update these Terms at any time without prior notice. Any changes become effective upon posting to the Site. Your continued use of the Site after such changes indicates your acceptance of the revised Terms.
3. Eligibility
You must be at least 18 years old (or the age of majority in your jurisdiction) to use or access the Site and services.
By using the Site, you represent and warrant that you meet these requirements and have the legal capacity to enter into a binding contract.
4. Subscriptions & Billing
Subscription Tiers: Certain features or content on the Site may require a paid subscription. The details (pricing, features, duration) of each subscription tier will be presented during the sign-up process.
Payment Methods: You must provide accurate and valid payment information. By subscribing, you authorize Noctal to charge the applicable subscription fees to your chosen payment method.
Recurring Billing: Unless otherwise stated, subscriptions automatically renew at the end of each billing cycle (monthly, yearly, or as specified). You agree that Noctal may process your payment for each renewal term without further approval, unless you cancel prior to the renewal date.
Cancellation: You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of your current billing cycle.
Refunds: Except as required by law or otherwise specified in a promotional offer, subscription fees are non-refundable. No proration of any fees will be provided for partial months or early cancellations.
5. Account Creation & Security
Account Registration: To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your information updated.
Account Responsibility: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us immediately if you suspect unauthorized use or any other breach of security.
6. User Conduct
You agree not to:
Use the Site or its services for any illegal or unauthorized purposes.
Post, upload, or transmit content that infringes on the rights of others, is unlawful, harmful, or otherwise objectionable.
Interfere with or disrupt the Site’s security, servers, or networks.
Attempt to gain unauthorized access to any portion of the Site, other user accounts, or any systems or networks connected to the Site.
Engage in data scraping, data mining, or any automated means to access the Site without prior written permission.
7. User-Generated Content
Submission of Content: The Site may allow you to submit reviews, comments, uploads, and other materials (collectively, “User Content”). By submitting any User Content, you represent that you own or have the necessary rights to that content.
Ownership and License to Noctal
Ownership: You retain full ownership of any User Content, including any Exported Content created using the Noctal Platform, provided that you have the rights to any content incorporated therein.
License to Noctal: By submitting User Content (excluding Exported Content that you merely create using the Noctal Platform but do not upload back to Noctal), you grant Noctal a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display such content solely for the purpose of operating, marketing, and improving the Site and the Noctal Platform.
This license does not apply to your Exported Content unless you choose to upload or share that Exported Content via the Noctal Platform. In that case, the above license extends to that Exported Content for as long as it remains posted or shared on the Noctal Platform.
Responsibility: You are solely responsible for your User Content and any consequences of sharing it. Noctal reserves the right (but not the obligation) to remove or modify User Content at its sole discretion.
8. Privacy & Data Collection
Personal Data: We collect personal information to provide and improve our services. This may include registration details, payment data, and any information voluntarily submitted via reviews or uploads.
Analytics Tracking: We track user behavior on the Site for analytics and performance optimization. We do not sell personal data to third parties.
Privacy Policy: Please review our Privacy Policy for more details on how we collect, use, and safeguard your information.
9. Intellectual Property
Ownership of Noctal Platform & Software: All features, functions, and content provided by or on behalf of Noctal—including text, graphics, logos, and software (the “Noctal Platform”)—are owned or licensed by Noctal and are protected by applicable intellectual property laws. Except for the limited license granted in Section 9.2, no right, title, or interest in or to the Noctal Platform is transferred to you.
Limited License to Use the Noctal Platform: Subject to your compliance with these Terms, Noctal grants you a worldwide, non-exclusive, non-transferable, revocable license to:
Access and use the Noctal Platform, including any software tools or services available through the Site;
Create, edit, and export videos or other content (“Exported Content”) through the Noctal Platform for your personal or commercial use;
Distribute and display your Exported Content on any third-party platforms or services, provided you own or have the necessary rights to all content incorporated into the Exported Content.
This license is for the sole purpose of enabling you to use and enjoy the benefits of the Noctal Platform as intended by Noctal. You may not sublicense or transfer these rights except as expressly permitted by these Terms or with prior written consent from Noctal.
User Rights in Exported Content: You retain all ownership and intellectual property rights in any Exported Content created using the Noctal Platform, as long as you owned or had the necessary licenses to the materials you included in your Exported Content. Nothing in these Terms is intended to restrict you from using, modifying, or monetizing your Exported Content, so long as it does not violate these Terms or the rights of others.
Restrictions on Use: Except as expressly permitted by these Terms, you agree not to:
Copy, distribute, or disclose any part of the Noctal Platform in any medium, except as part of the Exported Content you create through the licensed functionality;
b. Decompile, disassemble, or otherwise reverse-engineer any portion of the Noctal Platform;
c. Use the Noctal Platform for any unlawful or harmful purposes or in a manner that violates the rights of others.
10. Third-Party Links and Services
The Site may contain links to third-party websites or services that are not owned or controlled by Noctal. These links are provided for convenience only. Noctal assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.
11. Disclaimer of Warranties
As Is: The Site and all content, subscriptions, and services are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.
No Guarantee: Noctal does not warrant that the Site will be error-free, secure, or uninterrupted, or that any particular results will be obtained from use of the Site.
Use at Your Own Risk: Your use of the Site and any services is solely at your own risk.
12. Limitation of Liability
Indirect Damages: To the maximum extent permitted by law, Noctal shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data.
Total Liability: In no event shall Noctal’s total liability to you for all damages exceed the amount paid by you (if any) to Noctal for accessing the Site or subscribed services in the six (6) months preceding the event giving rise to liability.
13. Indemnification
You agree to defend, indemnify, and hold harmless Noctal, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt arising from:
Your use of and access to the Site;
Your violation of any term of these Terms;
Your violation of any third-party right, including intellectual property or privacy rights.
14. Mandatory Arbitration & Governing Law
Arbitration:
You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Site (collectively, “Disputes”) shall be settled by binding arbitration administered by a reputable arbitration organization (e.g., the American Arbitration Association) under its Commercial Arbitration Rules.
The arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action. You expressly waive any right to a jury trial and to participate in a class action lawsuit against Noctal.
The arbitration shall take place in the State of Delaware, unless both parties mutually agree otherwise.
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
Jurisdiction: If a Dispute is deemed not subject to arbitration, you agree that any such Dispute shall be brought exclusively in the state or federal courts located in Delaware. You consent to the jurisdiction of those courts and waive any objection to venue in them.
15. Termination
Noctal may suspend or terminate your access to the Site, your account, or subscriptions at any time, with or without cause, and without notice or liability. Upon termination, your right to use the Site will immediately cease.
16. Entire Agreement
These Terms, together with any additional agreements or policies referenced herein (such as the Privacy Policy), constitute the entire agreement between you and Noctal regarding your use of the Site and supersede any prior or contemporaneous understandings.
