These Terms of Service ("Terms") govern your access to and use of the Noctil website, platform, and related services (collectively, the "Services") provided by Noctil ("Noctil", "we", "us", or "our"). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity. If you do not agree to these Terms, do not use the Services.
Please note: This document is a general summary of the terms that apply to use of our website and informational services. Access to and use of the Noctil platform by customers is governed by a separate written agreement (such as a Master Services Agreement or Order Form) executed between Noctil and the customer. Where such an agreement conflicts with these Terms, the executed agreement controls with respect to the platform.
You must be at least 18 years old and capable of forming a binding contract to use the Services. If the Services require an account, you are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You agree to provide accurate information and to keep it up to date, and to notify us promptly of any unauthorized use of your account.
Subject to these Terms, Noctil grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. You agree not to:
As between the parties, you retain all rights in the data, metadata, and content you submit to the Services ("Customer Data"). You grant Noctil a limited license to host, process, and use Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise set out in your agreement with us and our Privacy Policy. You are responsible for ensuring you have the necessary rights and permissions to submit Customer Data and for its accuracy and legality.
The Services, including all software, text, graphics, logos, and other materials provided by Noctil, and all related intellectual property rights, are and remain the exclusive property of Noctil and its licensors. These Terms do not grant you any rights to our trademarks, logos, or other brand features without our prior written consent. We welcome feedback, and you agree that we may use any feedback you provide without restriction or obligation to you.
The Services may integrate with or link to third-party websites, products, or services. We do not control and are not responsible for third-party services, and your use of them is governed by their own terms and policies.
Our collection and use of personal information in connection with the Services is described in our Privacy Policy. Information about our security and compliance program is available on our Security & Compliance page.
Where the Services are provided for a fee, the applicable fees, payment terms, and billing arrangements are set out in your Order Form or other written agreement with Noctil. Unless otherwise stated, fees are non-refundable and exclusive of taxes, which are your responsibility.
Each party may have access to information that is confidential to the other. Each party agrees to protect the other's confidential information using the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and to use it only as necessary to exercise its rights and perform its obligations under these Terms.
The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Noctil does not warrant that the Services will be uninterrupted, error-free, or completely secure. Any information or results obtained through the Services do not constitute legal, financial, or professional advice.
To the maximum extent permitted by law, Noctil and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services. To the maximum extent permitted by law, Noctil's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid by you to Noctil for the Services during the twelve (12) months preceding the event giving rise to the claim, or, where no fees have been paid, one hundred U.S. dollars (US$100).
You agree to indemnify and hold harmless Noctil and its affiliates, officers, and employees from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Services, your Customer Data, or your violation of these Terms or applicable law.
These Terms apply while you use the Services. We may suspend or terminate your access to the Services at any time if you breach these Terms or if we reasonably believe your use poses a risk to the Services or others. Provisions that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Material changes will be communicated through the Services or by other reasonable means. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.
These Terms are governed by the laws of the Commonwealth of Virginia, United States, without regard to its conflict-of-laws principles, except where mandatory local law applies. The parties submit to the exclusive jurisdiction of the courts located in Virginia for any disputes not subject to a separate agreement.
If you have questions about these Terms, please contact us at info@noctil.com.
This page is provided for general informational purposes and does not constitute legal advice. Noctil recommends review by qualified legal counsel before relying on these Terms.