Terms of Service for Noeji

Last Updated: July 15, 2025

Welcome to Noeji! These Terms of Service ("Terms") govern your access to and use of the Noeji mobile application, our website located at noeji.com ("Website"), and any related services (collectively, the "Service") provided by RokaByte LLC ("RokaByte," "we," "us," or "our").

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, ACCESSING, BROWSING, DOWNLOADING, INSTALLING, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (INCORPORATED HEREIN BY REFERENCE). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.

1. Acceptance of Terms

By accessing or using Noeji, you confirm that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are accessing or using the Service on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, and you still affirm you are 18 years of age or older. The Service is not intended for and should not be used by individuals under the age of 18.

2. License to Use the Service

Scope of License

The Service is licensed, not sold, to you. Subject to your compliance with these Terms, RokaByte grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Service for your personal, non-commercial use on any compatible device that you own or control.

License Restrictions

Except as expressly permitted in these Terms, you may not: (i) distribute or make the Service available over a network where it could be used by multiple devices at the same time; (ii) transfer, redistribute or sublicense the Service; (iii) copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law). If you sell a device on which the Service is installed, you must remove the Service from the device before doing so. RokaByte reserves all rights in and to the Service not expressly granted to you under these Terms.

3. Service Description

Noeji is an AI/LLM-powered platform (the "Service") designed to assist users with capturing, organizing, processing, and developing their ideas and information. The specific features, tools, and functionalities offered through the Service are dynamic and may be modified, added to, or removed at RokaByte's sole discretion as the Service evolves. The Service utilizes artificial intelligence and relies on third-party AI models and cloud infrastructure to deliver its functionalities, as further detailed in Section 7 (Artificial Intelligence Features).

4. Account Registration and Security

Account Creation

To use most features of Noeji, you must register for an account using Google Sign-In or Apple Sign-In. You agree to provide accurate, current, and complete information during the registration process.

Account Responsibility

You are responsible for safeguarding your account credentials, including any passcode you set for locking ideabooks. You agree to maintain the security of your account by protecting your password and restricting access to your account and your devices. You are solely responsible for all activities that occur under your account, whether or not you have authorized such activities. You agree to notify us immediately of any unauthorized use of your account.

Passcode

Noeji allows you to set a passcode to lock ideabooks. This passcode is not stored by Noeji in a recoverable format. An encrypted fingerprint of the passcode is stored to allow verification across multiple devices. YOU ARE SOLELY RESPONSIBLE FOR REMEMBERING YOUR PASSCODE. ROKABYTE CANNOT RETRIEVE OR RESET YOUR PASSCODE IF YOU FORGET IT. LOSS OF YOUR PASSCODE MAY RESULT IN PERMANENT LOSS OF ACCESS TO YOUR LOCKED IDEABOOKS.

5. User Tiers and Subscriptions

Noeji offers different tiers of service:

6. User Content and Intellectual Property

Your Content

You retain ownership of the ideas, text, voice recordings, and other content you create, input, or upload to Noeji ("User Content").

User Warranties:

You represent and warrant that:

  1. You own or have all necessary licenses, rights, consents, and permissions to submit your User Content and to grant the rights granted herein;
  2. Your User Content, and RokaByte's use of such User Content as contemplated by these Terms, will not infringe, misappropriate, or violate any third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and
  3. Your User Content complies with these Terms and all applicable laws.

License to RokaByte for User Content

By using Noeji, you grant RokaByte a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content solely for the purposes of operating, providing, improving, and developing the Service. This includes using your User Content to enable the functionalities of the Service, which involves sending it to and processing by third-party AI service providers. RokaByte itself does not use your identifiable User Content to train its own proprietary AI models (if any). The use of your User Content by such third-party AI providers, including for their own purposes like model training, is governed entirely by their respective terms and privacy policies, which may change over time and are not controlled by RokaByte. We encourage you to review the terms and policies of these providers, which are further detailed in Section 7 and in our Privacy Policy. Aggregated and anonymized User Content may be used by RokaByte for analytical purposes and to improve the Service, subject to our Privacy Policy.

AI-Generated Content

Content generated by the Service's artificial intelligence features based on your User Content or prompts is referred to as "AI-Generated Content." Specific terms regarding AI-Generated Content are detailed in Section 7 (Artificial Intelligence Features).

RokaByte's Intellectual Property

The Service, including its "look and feel" (e.g., text, graphics, images, logos), proprietary content, software, AI models (to the extent owned by or licensed to us directly, distinct from third-party provider models), and all intellectual property rights therein, are and will remain the exclusive property of RokaByte LLC and its licensors. You may not copy, modify, distribute, sell, or lease any part of our Service or included software. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service.

Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant RokaByte an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

7. Artificial Intelligence Features

The Service incorporates artificial intelligence ("AI") and large language model ("LLM") technologies, often from third-party providers, to offer various features. You acknowledge and agree to the following:

8. Acceptable Use and Prohibited Conduct

You agree not to:

9. Third-Party Services and Content (Non-AI)

Beyond the AI providers covered in Section 7 and detailed in our Privacy Policy, Noeji may integrate with or rely on other third-party services, including but not limited to:

Your use of these third-party services is at your own risk and may be subject to their respective terms and privacy policies. RokaByte is not responsible for the practices, content, or availability of these third-party services.

10. Service Availability and Maintenance

RokaByte will use reasonable efforts to keep the Service operational. However, you acknowledge and agree that the Service may be subject to temporary interruptions or periods of unavailability due to maintenance (whether scheduled or emergency), repairs, updates, upgrades, network or equipment failures, or other causes beyond or within our reasonable control.

We reserve the right to suspend, discontinue, modify, or limit access to the Service or any part of it, with or without notice, at any time and for any reason, including but not limited to, for conducting maintenance, implementing updates or upgrades, addressing security concerns, or improving the Service. You agree that RokaByte will not be liable to you or to any third party for any modification, suspension, discontinuance, or limitation of the Service, or any loss of data or User Content resulting therefrom, except as may be expressly agreed by RokaByte in writing or as strictly required by applicable law.

Generally, no refunds or credits will be offered for any Service interruptions, downtime, or unavailability, including those resulting from maintenance, technical issues, or Service modifications. This applies whether such interruptions are scheduled or unscheduled, and regardless of their duration, to the maximum extent permitted by applicable law.

Notwithstanding the foregoing, for paying Pro Tier subscribers, in the event of a significant, prolonged, and material paid-service interruption that is directly and solely attributable to RokaByte's fault (and not due to factors outside our reasonable control, your actions, or third-party service failures impacting the broader internet or our essential suppliers), RokaByte may, at its sole discretion, consider providing a pro-rata credit or refund for the unused portion of the affected subscription period. Any such consideration will be determined on a case-by-case basis. Nothing in this section shall be deemed to limit any mandatory refund rights you may have under applicable consumer protection laws or the policies of the app store through which you subscribed (e.g., Apple App Store, Google Play Store), which will take precedence if they provide greater rights.

11. Abuse Detection and Service Discontinuation

RokaByte monitors for abuse of the Service. We reserve the right to investigate suspected violations of these Terms. We may suspend or terminate your access to the Service immediately, without prior notice or liability, if we determine, in our sole discretion, that you have violated these Terms, abused the Service, or engaged in any conduct that we deem harmful to the Service, other users, or our interests.

12. Account Deactivation and Data Deletion

Inactive Accounts

RokaByte reserves the right to deactivate and delete accounts that have been inactive for a continuous period of twelve (12) months. An account is deemed inactive if you have not logged in during that period. We will attempt to notify you via your registered email address at least thirty (30) days before deleting an inactive account.

Termination by You

You may terminate your account at any time by contacting us as specified in the "Contact Us" section or, if available, through account settings.

Effect of Termination

Upon termination, your right to use the Service and all licenses granted to you by RokaByte hereunder will immediately cease. Except as may be required by applicable law or as expressly stated in our Privacy Policy, RokaByte will have no obligation to maintain or provide you with access to your User Content or other account data after termination, and we may delete your User Content and other account data in accordance with our Privacy Policy and data retention practices. RokaByte is not responsible for any loss of data resulting from account termination.

Survival

Provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Disclaimers of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

ROKABYTE DOES NOT WARRANT THAT:

(FOR SPECIFIC DISCLAIMERS RELATED TO AI-GENERATED CONTENT, PLEASE SEE SECTION 7: ARTIFICIAL INTELLIGENCE FEATURES).

NOEJI IS NOT A BACKUP SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF YOUR USER CONTENT.

THE SERVICE IS NOT INTENDED FOR USE IN OR IN CONNECTION WITH ANY HIGH-RISK ACTIVITIES OR ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH-RISK ACTIVITIES"). YOU AGREE NOT TO USE THE SERVICE FOR OR IN CONNECTION WITH ANY HIGH-RISK ACTIVITIES.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROKABYTE LLC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ROKABYTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING AI-GENERATED CONTENT;
  3. ANY USER CONTENT OBTAINED FROM THE SERVICE;
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT; OR
  5. ANY OTHER MATTER RELATING TO THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL ROKABYTE'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100.00) OR (II) THE AMOUNTS PAID BY YOU TO ROKABYTE FOR USE OF THE PRO TIER OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification

You agree to defend, indemnify, and hold harmless RokaByte LLC and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (d) any claim that your User Content caused damage to a third party or infringed any third party's intellectual property rights; or (e) your use of AI-Generated Content in violation of these Terms or applicable law. This defense and indemnification obligation will survive these Terms and your use of the Service.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Jose, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

YOU AND ROKABYTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17. U.S. Government Restricted Rights

If you are a U.S. government entity, our Service is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in FAR 52.227-19 (Commercial Computer Software - Restricted Rights) and DFARS 227.7202 (Rights in Commercial Computer Software or Commercial Computer Software Documentation).

18. Export Compliance and Restrictions

You acknowledge and agree that your use of the Service is subject to all applicable export and re-export control laws and regulations, including those of the United States and the jurisdiction from which you access the Service. You are solely responsible for complying with these laws.

In particular, you must not export or re-export the Service to (a) any country or territory subject to a U.S. Government embargo, or (b) any individual or entity on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce’s Denied Persons or Entity Lists.

By using the Service, you affirmatively represent and warrant that you are not located in any such embargoed country and that your name does not appear on any such government list of restricted parties. Furthermore, you agree that you will not use the Service for any purpose prohibited by United States law, including but not limited to the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

19. Changes to Terms

RokaByte reserves the right, at its sole discretion, to modify or replace these Terms at any time. If we make changes we determine to be material, we will endeavor to notify you before such changes become effective. Notification methods may include updating the "Last Updated" date at the top of these Terms, providing notice through the Service (such as a pop-up or announcement), or, where we deem it appropriate for significant changes or if required by applicable law, by sending a notification to your registered email address. The timing and method of notice will be at our reasonable discretion, taking into account the nature of the changes and applicable legal requirements. It is your responsibility to review these Terms periodically for changes. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

20. Miscellaneous

21. Additional Terms for Mobile Applications

The following terms apply if you access or download the Service from a mobile application platform (an "App Provider").

21.1. Terms Applicable to the Apple App Store

If you access or download the Service from the Apple App Store, you agree to the following additional terms:

21.2. Terms Applicable to the Google Play Store

If you access or download the Service from the Google Play Store, you agree to the following additional terms:

22. Contact Us

If you have any questions about these Terms, please contact us at:

RokaByte LLC
Email: [email protected]