Terms of Service

1. Scope and Purpose

THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE NOIRE WEBSITE AND SERVICES (COLLECTIVELY, THE “SERVICES”) PROVIDED BY NOIRE (“NOIRE,” “WE,” “US,” OR “OUR”). BY ACCESSING, BROWSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

You represent and warrant that you have the legal capacity and authority to enter into these Terms. If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” and “your” shall refer to both you individually and the organization you represent.

These Terms are subject to change as described in Section 3. Your continued use of the Services following any such modifications constitutes your acceptance of the revised Terms. Noire will provide at least thirty (30) days' notice prior to the effective date of any material changes by posting the updated Terms on the Noire website.

To the extent that a separate, fully executed Master Service Agreement (“MSA”) exists between you and Noire, the terms of such MSA shall take precedence over these Terms to the extent of any direct conflict. In all other respects, these Terms shall remain in full force and effect and shall supplement the MSA.

2. Definitions

As used in these Terms, the following terms shall have the meanings set forth below:

• “Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
• “Client” means any individual, company, or other legal entity that has been accepted for and subscribes to Noire's executive assistant Services pursuant to a service agreement or these Terms.
• “EA” or “Executive Assistant” means the executive assistant professional matched to and assigned to a Client through Noire's proprietary matching and vetting process.
• “Noire Content” means all content, information, data, text, graphics, images, audio, video, software, code, and other materials created, developed, or provided by or on behalf of Noire through the website, portal, or Services, excluding User Content and Your Service Content.
• “Noire Technology” means all technology, software, systems, platforms, tools, algorithms, methodologies, processes, frameworks, and infrastructure owned, developed, licensed, or used by Noire in connection with providing the Services, including but not limited to the Noire website, client portal, matching systems, and all related documentation.
• “Party” or “Parties” means Noire and/or you, as applicable.
• “Services” means all executive assistant services, the Noire website, client portal, communication tools, matching and onboarding processes, and any other services, features, or functionality made available by Noire, whether existing now or developed in the future.
• “User Content” means any information, data, text, files, documents, materials, communications, or other content that you submit, upload, transmit, or otherwise make available through the Services or to Noire in connection with the Services.
• “You,” “Your,” or “User” means the individual or legal entity accessing or using the Services, including any Client, prospective client, or visitor to the Noire website.
• “Your Service Content” means any content, data, materials, documents, or information that you provide to your assigned EA or to Noire specifically for the purpose of receiving the Services, including task instructions, business documents, credentials, and related materials.

3. Changes to Terms and Services

3.1 Changes to Terms

Noire reserves the right to modify, amend, or update these Terms at any time and in its sole discretion. Any changes to these Terms will be posted on the Noire website with an updated effective date. Noire will provide at least thirty (30) days' advance notice of any material changes by posting the revised Terms on the website prior to their effective date. It is your responsibility to review the Terms periodically for any changes. Your continued access to or use of the Services after the effective date of any revised Terms constitutes your binding acceptance of such changes. If you do not agree to the revised Terms, you must immediately cease using the Services and notify Noire in writing.

3.2 Changes to Services

Noire may, at any time and without prior notice or liability to you, modify, suspend, discontinue, or restrict access to all or any portion of the Services, temporarily or permanently. This includes, without limitation, the right to add, remove, or modify features, functionality, or content; change service tiers or pricing structures; impose limits on certain features or restrict your access to parts or all of the Services; and perform scheduled or unscheduled maintenance. Noire shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4. Use of Services; Content; Trademarks; Intellectual Property Rights

4.1 Permissible Use

Subject to your compliance with these Terms, Noire grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your personal or internal business purposes. You may not use the Services for any purpose other than as expressly permitted by these Terms. Without limiting the foregoing, you may not use the Services to develop, create, or contribute to any product, service, or offering that competes with or is substantially similar to the Services. You shall not create derivative works based on the Services, Noire Content, or Noire Technology. Any unauthorized use of the Services immediately terminates the rights granted herein.

4.2 Access

Noire may provide you with unique login credentials, including a username and password, to access certain portions of the Services, including any client portal or communication platform (collectively, the “Portal”). You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activities that occur under your account, whether or not authorized by you. You agree not to share, transfer, or disclose your login credentials to any third party. You must immediately notify Noire at support@noire.com if you become aware of or suspect any unauthorized access to or use of your account, any compromise of your login credentials, or any other security breach. Noire shall not be liable for any loss or damage arising from your failure to comply with these access requirements.

4.3 Accuracy

While Noire endeavors to provide accurate and up-to-date information through the Services, the Services and all Noire Content may contain errors, inaccuracies, or omissions. Noire does not warrant the accuracy, completeness, reliability, or timeliness of any information provided through the Services. Any reliance you place on such information is strictly at your own risk. Noire reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

4.4 Confidentiality

Each Party acknowledges that, in connection with these Terms and the Services, it may receive or have access to confidential and proprietary information of the other Party, including but not limited to business plans, strategies, client lists, financial information, technology, trade secrets, processes, methodologies, and other non-public information (“Confidential Information”). Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party; (c) use such Confidential Information solely for the purposes contemplated by these Terms; and (d) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, excerpts, and summaries thereof, and shall certify in writing that it has done so. The obligations of confidentiality set forth in this section shall survive the termination or expiration of these Terms.

Each Party acknowledges and agrees that any breach or threatened breach of this confidentiality provision would cause irreparable injury to the disclosing Party for which monetary damages alone would not be an adequate remedy. Accordingly, the disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.

4.5 Lawful Use

You agree to use the Services only in compliance with all applicable federal, state, local, and international laws, rules, and regulations. You acknowledge that the Services are hosted on servers located in the United States and that your use of the Services may be subject to United States export control laws and regulations. Without limiting the foregoing, you agree that you shall not:

• Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any Noire Technology;
• Copy, modify, adapt, translate, or create derivative works based on the Services, Noire Content, or Noire Technology;
• Distribute, sublicense, lease, lend, sell, resell, or otherwise transfer access to the Services to any third party;
• Use the Services to transmit, upload, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable;
• Upload or transmit any material that contains software viruses, worms, Trojan horses, or any other malicious computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, networks, or systems connected to the Services;
• Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any content from the Services without Noire's prior written consent;
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

By submitting, uploading, or otherwise making available any User Content through the Services, you hereby grant Noire a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform your User Content solely in connection with providing, maintaining, improving, and promoting the Services. You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to grant the foregoing license and that your User Content does not infringe or violate the rights of any third party.

4.6 Trademarks

“NOIRE,” the Noire logo, and all other trademarks, service marks, trade names, logos, and other designations of origin displayed on the website or through the Services (collectively, “Marks”) are trademarks or registered trademarks of Noire or its licensors. All rights in and to the Marks are reserved by Noire or their respective owners. Nothing in these Terms grants you any right, title, interest, or license to use any Marks. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way without the prior written consent of Noire.

4.7 Intellectual Property Rights

All right, title, and interest in and to the Services, the website, the Portal, Noire Content, Noire Technology, and all improvements, enhancements, modifications, and derivative works thereof, including all intellectual property rights therein (including patents, copyrights, trademarks, trade secrets, and other proprietary rights), are and shall remain the exclusive property of Noire and its licensors. These Terms do not convey to you any ownership interest in or to the Services, Noire Content, or Noire Technology, but only a limited, revocable right of use in accordance with these Terms. Any feedback, suggestions, ideas, or other information you provide to Noire regarding the Services (“Feedback”) shall become the sole and exclusive property of Noire, and Noire shall be free to use such Feedback for any purpose without any obligation or compensation to you.

5. Third-Party Links

The Services may contain links, references, or integrations to third-party websites, applications, services, or resources that are not owned or controlled by Noire. These links are provided solely as a convenience to you and do not constitute an endorsement, sponsorship, or recommendation by Noire of any third-party content, products, or services. Noire has no control over, and assumes no responsibility for, the content, privacy policies, practices, availability, or accuracy of any third-party websites or services. Your use of any third-party websites or services is entirely at your own risk and subject to the terms and conditions and privacy policies of such third parties. Noire shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available on or through any third-party websites or services.

6. Warranty Disclaimers

6.1 General Disclaimer

THE SERVICES, THE WEBSITE, THE PORTAL, ALL NOIRE CONTENT, AND ALL NOIRE TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOIRE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NOIRE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NOIRE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. NOIRE DOES NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

6.2 Limitation of Remedies

IN THE EVENT THAT THE SERVICES FAIL TO CONFORM TO ANY APPLICABLE WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, NOIRE'S SOLE AND EXCLUSIVE OBLIGATION, AND YOUR SOLE AND EXCLUSIVE REMEDY, SHALL BE, AT NOIRE'S OPTION, TO: (A) USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR OR CORRECT THE NON-CONFORMING SERVICES; OR (B) REPLACE THE NON-CONFORMING SERVICES WITH FUNCTIONALLY EQUIVALENT SERVICES. IF NOIRE IS UNABLE TO REPAIR, CORRECT, OR REPLACE THE SERVICES WITHIN A COMMERCIALLY REASONABLE TIME, NOIRE MAY, AT ITS SOLE DISCRETION, REFUND THE FEES PAID BY YOU FOR THE AFFECTED SERVICES DURING THE PERIOD OF NON-CONFORMITY. THIS SECTION SETS FORTH YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY WARRANTY CLAIMS.

7. Limitations on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOIRE, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER NOIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE FOLLOWING TYPES OF DAMAGES ARE EXPRESSLY EXCLUDED: (A) LOSS OF PROFITS, REVENUE, OR INCOME; (B) LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES; (C) LOSS OF GOODWILL OR REPUTATION; (D) LOSS OF OR DAMAGE TO DATA, INCLUDING ANY COSTS OF RECOVERING SUCH DATA; (E) LOSS OF USE OF ANY SOFTWARE, HARDWARE, OR EQUIPMENT; (F) DAMAGE TO OR LOSS OF USE OF ANY COMPUTER, MOBILE DEVICE, OR TELECOMMUNICATIONS EQUIPMENT; (G) DAMAGES ARISING FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE SERVICES; (H) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (I) ANY LOSS OR DAMAGE ARISING FROM OR RELATED TO ANY INTERRUPTION, SUSPENSION, OR DISCONTINUATION OF THE SERVICES; AND (J) ANY OTHER PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF NOIRE AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO NOIRE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE OR EXPAND THIS LIMITATION.

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND NOIRE, AND THAT NOIRE WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT SUCH LIMITATIONS. TO THE EXTENT THAT NOIRE'S LIABILITY EXCEEDS THE LIMITATION SET FORTH ABOVE, YOU HEREBY RELEASE NOIRE FROM ANY AND ALL SUCH EXCESS LIABILITY.

8. Indemnification

You agree to indemnify, defend, and hold harmless Noire, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Noire Indemnified Parties”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (1) your breach or alleged breach of any term, condition, representation, or warranty contained in these Terms; (2) your negligence, gross negligence, willful misconduct, or intentional misconduct; (3) any viruses, Trojan horses, worms, or other harmful or malicious code or components introduced by you or through your account into the Services; and (4) your access to or use of the Portal or the Services.

Without limiting the foregoing, you shall indemnify and hold harmless the Noire Indemnified Parties from and against any claims arising from or related to your violation of any applicable privacy, data protection, or data security law, rule, or regulation in connection with any User Content or Your Service Content that you provide, transmit, or make available through the Services.

You hereby fully and irrevocably release the Noire Indemnified Parties from any and all claims, demands, causes of action, losses, damages, and liabilities of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the matters described in this Section 8. You acknowledge that you may discover facts or law different from, or in addition to, the facts or law that you know or believe to be true with respect to the claims released herein, and you agree that this release shall remain effective in all respects notwithstanding such discovery.

9. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Services, please contact us at:

support@noire.com

10. Access Responsibilities

You are solely responsible for obtaining and maintaining all equipment, hardware, software, and internet access necessary to use the Services. You are responsible for creating and maintaining a unique username and password for your account. You agree to keep your login credentials confidential and to not share them with any unauthorized individual.

You are solely responsible for all activities that occur under your account, whether or not you have authorized such activities. You agree to: (a) immediately notify Noire at support@noire.com of any unauthorized use of your account or any other breach of security of which you become aware; (b) exit and close all active sessions at the end of each session; (c) periodically change your password to maintain security; and (d) promptly notify Noire if you are no longer authorized to access the Services on behalf of your organization or if any authorized user should no longer have access.

Noire shall not be liable for any loss, damage, or other liability arising from your failure to comply with this Section 10 or from any unauthorized access to or use of your account. You agree that Noire may rely on the authenticity of any communications or instructions received from your account without independent verification.

11. Term and Termination

11.1 Term

These Terms shall become effective upon your first access to or use of the Services and shall remain in effect for the duration of your use of the Services, unless earlier terminated in accordance with this Section 11. For Clients, the Services are provided on a session-based engagement model, and no single service session shall exceed thirty (30) calendar days unless otherwise agreed to in writing by both Parties. The term of any specific service engagement shall be as set forth in the applicable service agreement or statement of work.

11.2 Ceasing Operations

Noire is under no ongoing obligation to continue operating, maintaining, or providing the Services. Noire may cease providing the Services, in whole or in part, at any time and for any reason, in its sole discretion.

11.2.3 Termination Upon Material Breach

Either Party may terminate these Terms and the Services upon written notice to the other Party if the other Party commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach in reasonable detail. If the breach is incapable of cure, the non-breaching Party may terminate these Terms immediately upon written notice.

11.2.4 Termination Upon Insolvency

Either Party may terminate these Terms immediately upon written notice if the other Party: (a) becomes insolvent or is unable to pay its debts as they become due; (b) files a voluntary petition in bankruptcy or seeks reorganization or arrangement under any applicable insolvency or bankruptcy law; (c) has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days; (d) makes a general assignment for the benefit of creditors; (e) has a receiver, trustee, liquidator, or custodian appointed for a substantial part of its assets; or (f) ceases to conduct business in the ordinary course.

11.2.5 Return of Materials

Upon termination or expiration of these Terms for any reason, each Party shall, within thirty (30) days, return to the other Party or destroy all Confidential Information, documents, materials, and property of the other Party in its possession or control, including all copies, excerpts, and summaries thereof. The returning Party shall, within five (5) business days after such return or destruction, provide written certification signed by an authorized representative confirming that all such materials have been returned or destroyed in accordance with this provision. Notwithstanding the foregoing, each Party may retain copies of the other Party's Confidential Information to the extent required by applicable law or regulation, provided that such retained copies remain subject to the confidentiality obligations set forth herein.

11.2.6 Survival

The following sections of these Terms shall survive any termination or expiration of these Terms: Section 2 (Definitions), Section 4.4 (Confidentiality), Section 4.5 (Lawful Use, with respect to the license grants therein), Section 4.6 (Trademarks), Section 4.7 (Intellectual Property Rights), Section 6 (Warranty Disclaimers), Section 7 (Limitations on Liability), Section 8 (Indemnification), Section 9 (Contact Information), Section 11.2.5 (Return of Materials), Section 11.2.6 (Survival), and Section 12 (General Provisions). Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.

12. General Provisions

12.1 Independent Contractors

All Executive Assistants matched to Clients through Noire are independent contractors and not employees, agents, partners, or joint venturers of Noire or of the Client. Nothing in these Terms shall be construed to create an employment relationship, partnership, joint venture, franchise, or agency relationship between any Party and any EA, or between the Parties themselves. EAs are solely responsible for their own taxes, insurance, and benefits. Neither Party shall have the authority to bind the other Party or to create any obligation on behalf of the other Party without the other Party's prior written consent.

12.2 Notices

All notices, requests, demands, consents, and other communications required or permitted under these Terms shall be in writing and shall be delivered by email. Notices to Noire shall be sent to support@noire.com. Notices to you shall be sent to the email address associated with your account or as otherwise designated by you in writing. Notice shall be deemed delivered at the time of successful electronic transmittal, as evidenced by the sending Party's email system records.

12.3 Entire Agreement

These Terms, together with any applicable Master Service Agreement, service agreement, statement of work, and the Noire Privacy Policy, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between these Terms and a fully executed MSA, the MSA shall control to the extent of such conflict.

12.4 Binding Effect

These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party represents and warrants that the person executing or accepting these Terms on its behalf has full power and authority to do so and to bind such Party to these Terms.

12.5 Assignability

Noire may freely assign, transfer, or delegate these Terms or any of its rights or obligations hereunder, in whole or in part, without your prior consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of Noire, and any attempted assignment without such consent shall be null and void. For purposes of this section, a change of control of your organization (whether by merger, sale of equity interests, or otherwise) shall be deemed an assignment requiring Noire's prior written consent.

12.6 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties, or if such modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

12.7 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the reasonable control of the affected Party, including but not limited to: acts of God; natural disasters (including earthquakes, floods, hurricanes, and fires); epidemic, pandemic, or public health emergency; war, terrorism, armed conflict, sabotage, or insurrection; government actions, orders, embargoes, sanctions, or regulations; labor disputes, strikes, or lockouts; failure of third-party telecommunications or power supply; cyberattacks or internet disruptions; or any other event beyond the reasonable control of the affected Party. The affected Party shall use commercially reasonable efforts to mitigate the impact of such event and shall promptly notify the other Party of the nature and expected duration of the force majeure event.

12.8 Costs of Suit; Governing Law; Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. In any action or proceeding arising out of or relating to these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and other litigation expenses from the non-prevailing Party.

Prior to initiating any formal legal proceedings, the Parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms through informal negotiation for a period of not less than thirty (30) days from the date that one Party provides written notice of the dispute to the other Party. If the Parties are unable to resolve the dispute through informal negotiation within such thirty (30) day period, either Party may pursue its remedies in the state or federal courts located in the State of Delaware, and each Party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts.

12.9 Equitable Relief

Each Party acknowledges that a breach of certain provisions of these Terms, including but not limited to the provisions regarding confidentiality, intellectual property, and lawful use, may cause the non-breaching Party irreparable injury for which monetary damages alone would not constitute an adequate remedy. Accordingly, each Party agrees that the non-breaching Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages, posting any bond, or other security.

12.10 Waivers

No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision or of any other right or provision. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted shall apply only to the specific instance and for the specific purpose for which it was given.

12.11 Headings; Certain Terms

The headings and section titles in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof,” “hereunder,” and similar terms refer to these Terms as a whole. Unless the context otherwise requires, references to sections refer to sections of these Terms. The use of the singular includes the plural and vice versa, and the use of any gender includes all genders.

12.12 Publicity

Noire may identify you as a customer and use your name and logo on its website, in marketing materials, and in client lists, provided that such use accurately represents the nature of the relationship. If you do not wish to be identified as a Noire customer, you must provide written notice to Noire at support@noire.com, and Noire shall remove your name and logo from its materials within ten (10) business days of receipt of such notice.

12.13 No Third-Party Beneficiaries

These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. No third party shall have any right to enforce any provision of these Terms.

12.14 No Implied Rights or Remedies

Except as expressly set forth in these Terms, nothing in these Terms shall be deemed to grant, by implication, estoppel, or otherwise, any rights or remedies to either Party. All rights and remedies provided in these Terms are cumulative and not exclusive of any other rights or remedies that may be available to either Party at law, in equity, or otherwise.