Terms of Service

Nobi AI Labs Inc. Effective Date: April 22, 2026 nobilabs.ca

Please read these Terms of Service ("Terms") carefully before using the Nobi platform. These Terms constitute a legally binding agreement between Nobi AI Labs Inc. ("Nobi," "Nobi Labs," "we," "our," or "us") and the organization or individual ("Customer," "you," or "your") accessing or using our AI-powered course authoring, learner delivery, and knowledge base platform (the "Service").

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Definitions

The following defined terms are used throughout these Terms:

• "Customer" means the organization that has registered for an account with Nobi and is responsible for the subscription.
• "User" means any individual authorized by the Customer to access the Service, including administrators, content designers, instructional designers, and learners.
• "Learner" means an end-user who accesses the Service to consume learning content assigned by the Customer.
• "Customer Content" means all data, documents, files, and materials uploaded to or created within the Service by the Customer or its Users, including source documents, course content, scenarios, assessments, and knowledge base materials.
• "Nobi Content" means all software, algorithms, AI models, templates, interfaces, documentation, and other materials provided by Nobi as part of the Service.
• "Subscription" means the plan selected by the Customer that governs their access to and use of the Service.

2. The Service

2.1 Description

Nobi provides a cloud-based SaaS platform that includes: (a) an AI-powered course authoring tool enabling the creation of interactive training content; (b) a learner delivery platform for deploying, assigning, and tracking training; and (c) an AI-powered knowledge base for company SOPs and business documents. The Service is hosted on Google Cloud and Supabase infrastructure and accessed via nobilabs.ca.

2.2 Eligibility

The Service is intended for use by businesses and their employees. You must be at least 18 years of age and have the legal capacity to enter into a binding contract to create an account. The Service is not designed for use by individuals under the age of 16, and Customers are responsible for ensuring their Learners meet this age requirement.

2.3 Pilot and Preview Access

From time to time, Nobi may offer access to the Service under a pilot, beta, or preview program. Such access is subject to these Terms, and Nobi reserves the right to modify, limit, or discontinue pilot features at any time without liability. Pilot access does not constitute a commitment to provide the Service in any particular form on a permanent basis.

2.4 Service Modifications

Nobi may modify, enhance, or discontinue features of the Service at any time. We will provide reasonable notice for material changes that adversely affect Customer's use of the Service. Continued use of the Service after any modification constitutes acceptance of the updated Service.

3. Accounts and Access

3.1 Account Registration

To use the Service, the Customer must create an account and provide accurate, complete, and current information. The Customer is responsible for maintaining the accuracy of its account information and for all activities that occur under its account.

3.2 User Access and Responsibilities

The Customer is responsible for managing User access, including assigning roles, issuing invitations, and revoking access when a User departs or changes roles. Customers must ensure that all Users are aware of and comply with these Terms. Each User must maintain a unique login credential; sharing of credentials is prohibited.

3.3 Account Security

The Customer is responsible for maintaining the confidentiality of account credentials and for all actions taken under the account. Customers must notify Nobi immediately at scott@nobilabs.ca upon becoming aware of any unauthorized access to or use of their account. Nobi will not be liable for losses arising from unauthorized access resulting from Customer's failure to maintain reasonable security practices.

4. Subscription, Fees, and Payment

4.1 Subscription Plans

Access to the Service is provided on a subscription basis. The applicable subscription plan, including pricing and included features, will be agreed upon at the time of sign-up or as subsequently amended by mutual agreement in writing.

4.2 Payment

All fees are payable in accordance with the applicable Subscription plan. Payments are processed by Stripe, our third-party payment processor. By providing payment information, you authorize Nobi and Stripe to charge the applicable fees on the agreed billing cycle. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

4.3 Taxes

Subscription fees are exclusive of applicable taxes. Where Nobi is required by law to collect sales tax, GST/HST, or similar taxes (including US state sales taxes where applicable), such taxes will be added to the applicable invoice. The Customer is responsible for all taxes applicable to its use of the Service under applicable law.

4.4 Late Payment

If payment is not received by the due date, Nobi reserves the right to suspend access to the Service after providing written notice. Nobi may charge interest on overdue amounts at the rate of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower.

4.5 Price Changes

Nobi reserves the right to adjust subscription pricing with at least 30 days written notice. Price changes will take effect at the next billing cycle following the notice period.

5. Customer Content

5.1 Ownership

The Customer retains all ownership and intellectual property rights in and to Customer Content. Nobi does not claim any ownership rights in Customer Content.

5.2 License to Nobi

By uploading or creating Customer Content within the Service, the Customer grants Nobi a limited, non-exclusive, royalty-free license to access, store, process, and use the Customer Content solely to: (a) provide and improve the Service to the Customer; (b) operate AI-powered features within the Customer's workspace; and (c) comply with legal obligations. This license does not extend to use of Customer Content to train shared or publicly available AI models.

5.3 Customer Responsibilities for Content

The Customer is solely responsible for all Customer Content uploaded to or created within the Service. The Customer represents and warrants that:

• It has all necessary rights, licenses, and permissions to upload, process, and use the Customer Content within the Service;
• Customer Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party;
• Customer Content does not contain any material that is unlawful, defamatory, or in violation of applicable law;
• Customer Content that contains personal information about employees or learners is collected and processed in compliance with applicable privacy law, including PIPEDA and any applicable US state privacy laws.

5.4 Sensitive Content

The Customer must not upload Customer Content that includes regulated sensitive data categories such as personal health information subject to HIPAA, financial information subject to GLBA, or government-issued identification numbers, unless Nobi has expressly agreed in writing to support such data categories and the applicable compliance requirements have been confirmed.

5.5 Content Deletion

Customers may delete Customer Content from the Service at any time. Following account termination, Customer Content will be retained for up to 90 days to allow for data retrieval, after which it will be permanently deleted. Nobi may retain anonymized, aggregated, or de-identified data derived from Customer Content following deletion.

6. Intellectual Property

6.1 Nobi Platform

The Nobi platform, including all software, algorithms, AI models, interfaces, templates, documentation, and Nobi Content, is owned by Nobi AI Labs Inc. and is protected by copyright, trade secret, and other applicable intellectual property laws. These Terms do not grant the Customer any rights to Nobi's intellectual property except the limited right to use the Service as described herein.

6.2 Feedback

If the Customer or any User provides Nobi with feedback, suggestions, or ideas regarding the Service ("Feedback"), the Customer grants Nobi an irrevocable, perpetual, royalty-free license to use and incorporate such Feedback into the Service or other products without restriction or compensation.

6.3 AI-Generated Content

Content generated by the AI features of the Service in response to Customer prompts and inputs ("AI Outputs") is provided to the Customer for use subject to these Terms. The Customer is responsible for reviewing AI Outputs for accuracy, appropriateness, and compliance with applicable law before use. Nobi does not warrant that AI Outputs are accurate, complete, or free from error.

7. Acceptable Use

The Customer and its Users must use the Service only for lawful purposes and in accordance with these Terms. The following are prohibited:

• Using the Service to process, store, or transmit content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable;
• Uploading content that infringes on the intellectual property, privacy, or other rights of any third party;
• Attempting to gain unauthorized access to the Service, other accounts, or any related systems or networks;
• Using the Service to transmit malware, viruses, or other harmful code;
• Reverse engineering, decompiling, or disassembling any portion of the Service or attempting to derive the source code of any Nobi software;
• Reselling, sublicensing, or otherwise making the Service available to third parties outside the Customer's organization without Nobi's written consent;
• Using the Service in a manner that disrupts, overloads, or impairs the functionality of the platform for other customers;
• Submitting false, misleading, or fraudulent information to Nobi;
• Using the Service in any manner that violates applicable law or regulation.

Nobi reserves the right to investigate potential violations and, where necessary, suspend or terminate access to the Service without liability.

8. Data Privacy and Security

8.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference and is available at nobilabs.ca/privacy.

8.2 Data Processing Roles

In connection with the Service, the parties acknowledge that: (a) Nobi acts as a data controller with respect to account and contact information collected directly from Customers; and (b) Nobi acts as a data processor on behalf of the Customer with respect to personal information of the Customer's employees and learners that is uploaded or generated within the Customer's workspace.

8.3 Customer Compliance

The Customer is responsible for ensuring its use of the Service, including the collection and processing of employee and learner data, complies with all applicable privacy laws, including without limitation Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy legislation, and any applicable US state privacy laws including the New York SHIELD Act.

8.4 Security

Nobi implements technical and organizational security measures as described in our Privacy Policy. Nobi will notify the Customer without undue delay upon becoming aware of a security breach affecting Customer Content or personal data processed on the Customer's behalf.

8.5 Subprocessors

Nobi engages subprocessors to assist in delivering the Service. A current list of subprocessors is provided in the Privacy Policy. Nobi will provide reasonable advance notice of material changes to its subprocessor list.

9. Confidentiality

Each party ("Receiving Party") may have access to information of the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party agrees to: (a) hold Confidential Information in strict confidence using no less than reasonable care; (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only to fulfill its obligations or exercise its rights under these Terms.

Customer Content is deemed Confidential Information of the Customer. Nobi's pricing, proprietary technology, and non-public product information are deemed Confidential Information of Nobi. Confidentiality obligations do not apply to information that is publicly available through no fault of the Receiving Party, independently developed, or required to be disclosed by law.

10. Warranties and Disclaimers

10.1 Nobi's Warranties

Nobi warrants that: (a) it has the right to enter into these Terms and grant the rights described herein; (b) the Service will perform materially in accordance with its documentation under normal use; and (c) Nobi will implement and maintain reasonable security measures to protect Customer Content.

10.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NOBI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOBI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND PRODUCTIVITY PURPOSES ONLY AND SHOULD BE REVIEWED FOR ACCURACY BEFORE RELIANCE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOBI'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO NOBI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL NOBI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF NOBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not permit the exclusion or limitation of certain warranties or liability. To the extent that applicable law prohibits such exclusions or limitations, they shall not apply, and Nobi's liability shall be limited to the minimum extent permitted by law.

12. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Nobi, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Content, including any claim that Customer Content infringes the rights of a third party; (b) Customer's or its Users' violation of these Terms or applicable law; or (c) Customer's breach of its privacy or data protection obligations.

Nobi agrees to defend, indemnify, and hold harmless the Customer from and against claims that the Nobi platform, as provided by Nobi and used in accordance with these Terms, infringes the intellectual property rights of a third party, subject to the limitation of liability in Section 11.

13. Term and Termination

13.1 Term

These Terms are effective as of the date the Customer creates an account or accepts them and continue for the duration of the applicable Subscription unless earlier terminated as described below.

13.2 Termination for Convenience

Either party may terminate the Subscription at the end of the then-current billing period by providing written notice. Termination will not entitle the Customer to a refund of any prepaid fees.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

13.4 Effect of Termination

Upon termination: (a) all Customer access to the Service will cease; (b) Customer Content will be retained for up to 90 days to allow for data export, after which it will be permanently deleted; and (c) all accrued payment obligations and provisions that by their nature should survive termination (including Sections 5.1, 6, 9, 10.2, 11, 12, 15, and 16) will survive.

14. Changes to Terms

Nobi may modify these Terms from time to time. For material changes, Nobi will provide at least 30 days written notice via email or in-platform notification. The Customer's continued use of the Service after the effective date of any modification constitutes acceptance of the updated Terms. If the Customer does not agree to the updated Terms, it must notify Nobi in writing and may terminate the Subscription without penalty before the effective date.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

15.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute through good faith negotiation between senior representatives of each party, with a minimum negotiation period of 30 days following written notice of the dispute.

15.3 Arbitration

If a dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered in accordance with the Arbitration Act, 1991 (Ontario). The place of arbitration shall be Mississauga, Ontario. The language of the arbitration shall be English. The arbitrator's award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

15.4 US Customer Note

For Customers based in the United States, the parties agree that the governing law and arbitration provisions above shall apply, and that the arbitration shall take place in Mississauga, Ontario unless the parties mutually agree in writing to an alternative location or virtual proceeding.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form or subscription agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

16.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any provision shall not be construed as a waiver of the right to enforce it in the future.

16.4 Assignment

The Customer may not assign or transfer these Terms or any rights hereunder without Nobi's prior written consent. Nobi may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section shall be void.

16.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, pandemic, internet outages, or third-party infrastructure failures, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

16.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

16.7 Notices

All legal notices under these Terms must be in writing and sent to: (a) Nobi, to the attention of the Privacy Officer at scott@nobilabs.ca; and (b) the Customer, to the contact email on file with Nobi. Notices sent by email are effective upon receipt of confirmation that the email was received.

17. Contact Information

For general inquiries about these Terms or the Service:

Nobi AI Labs Inc. Mississauga, Ontario, Canada Email: scott@nobilabs.ca Website: https://nobilabs.ca