Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the website https://noombat.ai and the noombat platform (together, the “Service”), operated by Smith Business Solutions SRL (“STOICA”, “we”, “us”), a company registered in Romania under Trade Register No. J29/1411/2014, CIF RO33734100, with registered offices at sat Predesti, com. Tinosu, nr. 28, Prahova, Romania, 107612, represented by Andrei Stoica. Contact: hello@noombat.ai.

By accessing the Service, signing in to a workspace, or asking us — directly or through a partner agency — to provision a workspace for your organization, you agree to these Terms on behalf of yourself and the organization you represent (the “Customer”, “you”). If you do not agree, do not use the Service.

If your organization has a separate written agreement with us, that agreement prevails over these Terms for the matters it covers. Our Data Processing Addendum (the “DPA”) is incorporated into these Terms and applies whenever we process personal data on your behalf. Our Privacy Policy explains how we handle personal data in our own right.

1. Definitions

In these Terms:

• “Workspace” — the organization-scoped area of the platform we provision for the Customer.
• “Customer Data” — data the Customer or its connected systems (such as its CRM) submit to the Service, including business contact records, engagement data and configuration.
• “Signals Data” — data about companies and business contacts that the Service obtains from third-party sources (data and enrichment providers, public sources, advertising platforms, website-visitor identification services) and delivers through the Service.
• “Output” — scores, prioritized lists, analyses, recommendations and other results the Service generates, including AI-generated content.
• “Users” — the individuals the Customer authorizes to access its Workspace.
• “Partner Agency” — the agency or consultancy through which the Customer purchased access to the Service, where applicable.
• “Usage Data” — technical logs, telemetry and metadata about how the Service is used. Usage Data does not include Customer Data.

2. The Service

noombat is a go-to-market intelligence platform. It aggregates Customer Data and Signals Data, scores and prioritizes target companies, surfaces buying signals behind each score, and provides analysis tools — including the “Snout” AI analyst — and optional integrations (for example Slack and CRM systems).

Workspaces are provisioned by us on request; there is no self-service sign-up. We continuously improve the Service and may add, change or retire features, but we will not materially degrade its core functionality during a paid subscription term without notice.

Business use only. The Service is offered exclusively to businesses and business users. It is not directed at, and may not be used by, consumers within the meaning of EU consumer-protection law.

Support. We provide support by email at hello@noombat.ai on business days and respond within a reasonable time, working in good faith to resolve issues. Specific service levels or response times apply only where agreed in writing.

3. Accounts and access

Users sign in with email links sent to their work email address. You are responsible for deciding who may access your Workspace, for keeping that list current, and for everything Users do in it. Do not share sign-in links or allow access by people your organization has not authorized. Notify us at hello@noombat.ai promptly if you believe an account has been accessed without authorization.

Eligibility. You confirm that each person accepting these Terms or using the Service is at least 18 years old and authorized to act for the Customer, that the person accepting these Terms has authority to bind the Customer, and that the registration and contact information you give us is accurate and kept up to date.

4. Customer Data

You own your Customer Data. These Terms do not give us any ownership rights in it.

You grant us a non-exclusive, worldwide, royalty-free licence, for the duration of our agreement, to host, process, transmit and display Customer Data as necessary to provide, secure, support and improve the Service for you. We do not sell Customer Data, we do not make it available to other customers, and we do not use it to train AI models (see Section 9).

We may use Usage Data to operate, improve and secure the Service.

Aggregated statistics. We may compile aggregated, de-identified statistics about use of the Service (for example feature adoption or scoring performance across the platform), provided they do not identify the Customer, its Users or any individual, and may use them to operate, improve and promote the Service.

5. Signals, enrichment and third-party data

The Service assembles Signals Data from third-party sources, including contact-enrichment providers, company databases, advertising platforms and public sources. Because Signals Data depends on those sources, we make no representation or warranty as to its accuracy, completeness, currency or availability, and we disclaim liability for errors, omissions or interruptions in it. Signals Data and Output are provided as prospecting and prioritization assistance: we do not guarantee that using them will generate leads, meetings, sales or any particular business result. You are responsible for reviewing and validating Signals Data and Output before acting on them.

You may use Signals Data and Output for your internal business purposes only. You must not:

• Resell Signals Data or Output, redistribute them as a data feed, or use them to build a data product or database for third parties
• Use them to determine any individual's eligibility for credit, employment, insurance, housing or similar purposes
• Retain data about an individual after that individual has validly objected or requested erasure — remove them from your lists promptly

6. Website visitor identification

Where your Workspace includes identification of visitors to your own website (identifying the visiting company and, where available, business contacts), you must, before the feature is deployed: (a) update your website's privacy notice to disclose the identification and the categories of data involved; (b) establish and document a lawful basis for it under applicable data-protection law; and (c) where required — in particular under EU/EEA ePrivacy rules — obtain consent for the associated script or tracker. You are responsible for honoring objections and opt-outs from your visitors. We may suspend the feature if we become aware these conditions are not met.

7. Integrations and connected services

The Service can connect to third-party products you choose — for example your CRM (such as HubSpot) or Slack. Those products are governed by their own terms and privacy policies, which you are responsible for accepting and complying with; we do not control them and are not responsible for their operation, availability, security or data practices.

By connecting an integration you authorize us to exchange Customer Data with it as needed to provide the feature; you may disconnect it at any time. If a third-party provider changes or withdraws capabilities the Service relies on, we may adjust or discontinue the affected feature and will let you know when the impact is material.

8. Your compliance obligations

You are responsible for the accuracy, quality and legality of Customer Data and for having a lawful basis to bring it into the Service. If you use Signals Data or Output for outreach, you are responsible for that outreach complying with applicable law — including the GDPR, ePrivacy rules, and anti-spam and telemarketing laws in your recipients' jurisdictions (such as CAN-SPAM, CASL and equivalents) — including providing accurate sender identification and a working opt-out, and honoring opt-outs promptly.

You must not submit to the Service, or seek from it, special-category (sensitive) personal data, data about children, or data of persons under 18.

Sanctions and export control. You represent that neither the Customer nor any entity it acts for is subject to sanctions administered by the EU, the UN, the United States (OFAC) or the United Kingdom, and you will not use the Service in violation of applicable export-control or sanctions laws.

9. AI features

The Snout analyst and other AI features are powered by third-party large language models (currently Anthropic's Claude). AI-generated Output may be inaccurate, incomplete or misleading. You are responsible for reviewing and validating AI Output before relying on it or acting on it, and you must not use it as the sole basis for automated decisions that produce legal or similarly significant effects on individuals.

We do not use your Customer Data to train AI models, and we use our AI providers under terms that restrict them from doing so.

EU AI Act. For the purposes of Regulation (EU) 2024/1689 (the AI Act), the Service's AI features are assistance tools designed to operate under human oversight, and AI-generated Output is identified as such in the product. The Service is not designed for — and you must not use it for — practices the AI Act prohibits, or for high-risk uses within the meaning of its Annex III (for example employment selection or creditworthiness evaluation), for which you would be responsible for your own compliance measures as deployer.

10. Beta and evaluation features

We may offer pilots, previews, demos or features marked beta or experimental. These are provided “as is”, may change or be withdrawn at any time without notice, are excluded from any commitments we make elsewhere in these Terms about the Service, and should not be relied on for production decisions. We welcome feedback on them (Section 14 applies).

11. Acceptable use

You may use the Service only for lawful business purposes. You must not:

• Attempt to access another organization's Workspace or data, or probe, scan or test the vulnerability of the Service without our written permission
• Interfere with or disrupt the Service, or circumvent its security or usage limits
• Copy, scrape, reverse engineer or create derivative works of the Service, or access it to build or benchmark a competing product
• Resell, sublicense or share access to the Service outside your organization without our written agreement
• Submit content that is unlawful or infringes third-party rights

12. Fees and billing

Where you purchased access through a Partner Agency, fees are invoiced by that agency and the agency's terms govern billing, invoicing and payment. Where you contract with us directly, fees are set out in your written order or proposal and are payable per its terms. Fees are exclusive of VAT and other applicable taxes. We may suspend the Service for non-payment after reasonable notice.

13. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. Customer Data is your confidential information. These obligations do not apply to information that is public through no fault of the recipient, independently developed, or lawfully obtained from a third party; disclosures required by law are permitted with notice to the other party where legally allowed.

Because misuse of confidential information or intellectual property can cause harm that money alone cannot remedy, each party may seek injunctive or other equitable relief in addition to any other available remedy.

14. Intellectual property

We and our licensors own the Service — its software, design, scoring models, documentation, Usage Data and the noombat brand. You receive a limited, non-exclusive, non-transferable right to use the Service for the duration of our agreement; no other rights are granted. If you give us feedback or suggestions, we may use them without restriction or payment.

15. Data protection

Where we process personal data on your behalf in providing the Service, you act as controller and we act as processor under the DPA, which forms part of these Terms. How we handle personal data in our own right — including on this website — is described in our Privacy Policy.

16. Publicity

We may identify the Customer by name and logo as a noombat customer on our website and in marketing materials, in a form consistent with the Customer's brand guidelines. You may opt out, or withdraw a previously given permission, at any time by emailing hello@noombat.ai.

17. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care and materially as described. Otherwise, the Service, Signals Data and Output are provided “as is” and “as available”: to the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and we do not warrant that the Service will be uninterrupted or error-free or that it will produce any particular business result.

18. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business opportunities or loss of data, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to the Service is capped at the greater of (a) the fees paid or payable for the Service — whether to us or to the Partner Agency — in the twelve (12) months preceding the event giving rise to the claim, or (b) EUR 1,000.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including liability for death or personal injury caused by negligence, for fraud, or for wilful misconduct or gross negligence. The cap does not apply to the indemnity obligations in Section 19 or to your payment obligations.

To the extent permitted by applicable law, any claim arising out of or relating to these Terms must be brought within twelve (12) months of the date the claiming party knew, or reasonably should have known, of the events giving rise to it.

19. Indemnities

By you. You will defend and indemnify us against third-party claims, regulatory actions, fines and reasonable costs arising from: Customer Data or your use of it; your outreach or other use of Signals Data or Output; or your breach of Sections 5–11 (including a failure to meet the visitor-identification conditions in Section 6).

By us. We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes that party's intellectual-property rights. If such a claim arises we may modify or replace the affected part of the Service or, if that is not reasonable, terminate the affected part and refund prepaid unused fees for it. This does not apply to claims arising from Customer Data, from combinations with things we did not supply, or from use in breach of these Terms.

20. Term, suspension and termination

These Terms apply while you use the Service; subscription length and renewal are per your order or agreement (including with the Partner Agency). Either party may terminate for a material breach that remains uncured thirty (30) days after written notice. We may suspend the Service immediately where reasonably necessary to address a security risk, unlawful use, or non-payment.

We may also terminate these Terms for convenience on at least sixty (60) days' written notice, in which case any prepaid fees covering the period after the termination date will be refunded.

For thirty (30) days after termination you may request an export of your Customer Data in a common machine-readable format. After that period we will delete Customer Data from our systems (except where retention is legally required, and subject to the backup carve-outs in the DPA).

Switching. Exports are provided in a structured, commonly used, machine-readable format, and we will provide reasonable assistance if you migrate your Customer Data to another provider, consistent with Regulation (EU) 2023/2854 (the Data Act).

21. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least thirty (30) days' notice by email or in the product before they take effect. If you do not accept a material change you may terminate before its effective date; continued use after the effective date constitutes acceptance. The current version is always available at noombat.ai/terms.

22. General

We may assign these Terms to an affiliate or in connection with a merger or sale; you may not assign them without our written consent. Neither party is liable for delay or failure caused by events beyond its reasonable control. If a provision is held unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver. These Terms, the DPA, the Privacy Policy and any written order or agreement between us are the entire agreement about the Service. Notices to us go to hello@noombat.ai; notices to you go to your Workspace administrators' email addresses.

The parties are independent contractors; these Terms create no partnership, agency or employment relationship, and no third party has rights under them. Provisions that by their nature should survive termination — including Confidentiality, Intellectual property, Limitation of liability, Indemnities, and Governing law and jurisdiction — survive it. You agree that notices, disclosures and agreements we exchange electronically satisfy any legal requirement that a communication be in writing.

Language. These Terms are drafted in English. If we provide a translation for convenience, the English version prevails to the extent permitted by applicable law.

23. Governing law and jurisdiction

These Terms are governed by the laws of Romania. Disputes are subject to the exclusive jurisdiction of the competent courts of Bucharest, Romania, without prejudice to mandatory protections you enjoy under the law of your own jurisdiction.

Nothing in these Terms limits rights or protections that apply mandatorily under EU law or under the national law of the EU/EEA member state where you are established — including the GDPR, ePrivacy rules and, where applicable, the AI Act and the Data Act.

Before starting court proceedings, the parties will first attempt in good faith to resolve any dispute through negotiation between authorized representatives, for at least thirty (30) days from written notice of the dispute.

Contact

Smith Business Solutions SRL · Trade Register No. J29/1411/2014 · CIF RO33734100
sat Predesti, com. Tinosu, nr. 28, Prahova, Romania, 107612
hello@noombat.ai