Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between you and WishWell LLC, a Virginia limited liability company doing business as Noet (“WishWell,” “Noet,” “we,” “us,” or “our”).

They apply when you visit Noet, create or use an account, connect a Google or YouTube authorization, submit or upload material, publish a creator page, purchase a subscription, or otherwise use the Noet service (the “Service”).

By creating an account, clicking “I agree,” checking an acceptance box, or completing a purchase after these Terms are presented, you agree to these Terms and acknowledge the Noet Privacy Policy. If you do not agree, do not use the Service.

If you use the Service for a company, channel owner, or other organization, you represent that you have authority to bind that organization, and “you” includes that organization.

These Terms do not require arbitration and do not include a class-action waiver.

1. How this agreement is formed

When account acceptance is available, Terms acceptance and Privacy Policy acceptance are separate, initially unchecked affirmative acts. They are also separate from the neutral 18-or-older attestation. None of them is pre-checked. Completing one does not complete the others:

• a neutral attestation that you are at least 18 years old;
• agreement to these Terms; and
• acknowledgment of the Privacy Policy.

The following are also separate acts and do not happen merely because you authenticated:

• connecting YouTube or granting a Google authorization beyond identity login;
• uploading a transcript, product-card image, or other file;
• publishing a creator page or a product;
• starting or completing paid Checkout.

Public account entry may be unavailable. New accounts, when enabled, initially use the separately authorized Google signup route. Login is an existing-account door. Email account creation remains unavailable until that distinct path is accepted in production.

WishWell may keep records of the document version, timestamp, account, and context of your acceptance. Electronic records and click-to-agree actions are intended to satisfy applicable electronic-signature laws, including the U.S. E-SIGN Act, to the extent they apply.

2. Eligibility and accounts

Creator accounts and paid subscriptions are only for people who are at least 18 years old and legally able to enter this agreement. Noet is not directed to people under 18 and does not knowingly permit minors to maintain creator accounts or paid subscriptions. The age rule does not authorize collection of government identity documents.

You must provide accurate information, keep your authentication method secure, and promptly report suspected unauthorized access to legal@takenoet.com. You are responsible for activity under your account except to the extent caused by WishWell’s breach of these Terms.

A suspended or deactivated account is not restored merely by signing in. WishWell may refuse, suspend, or reclaim an account that impersonates another person or channel, was created to evade a restriction, or is used in violation of these Terms.

Paid subscriptions are offered only in the United States. Incidental access to public pages from elsewhere does not expand the paid launch. You represent that you are not prohibited from using the Service under U.S. export, sanctions, or similar rules.

3. What Noet does — and does not do

Noet is subscription software that helps YouTube creators identify, review, organize, and publish information about products featured in creator-authorized videos. The Service may propose product identities, video relationships, timestamps, categories, and supporting evidence, and may generate or maintain creator-controlled product or gear pages and outbound retailer links.

Automated matches can be incomplete, stale, or wrong. A proposal is not a creator endorsement, testimonial, or statement of personal experience. Creator review and the separate page-publication and product-publication controls determine what may become public.

Noet is not YouTube, Google, Amazon, Stripe, OpenAI, a featured creator, brand, retailer, or manufacturer, and is not endorsed by or affiliated with them unless we expressly say so. A reference to a person, video, product, brand, or retailer does not by itself mean sponsorship or endorsement.

WishWell charges a flat software fee. WishWell does not take a share of your retailer affiliate commissions unless a separate written agreement expressly says otherwise. Noet does not guarantee traffic, purchases, product availability, program eligibility, commissions, ranking, or revenue.

4. Your authority and instructions

You may use the Service only for channels, videos, transcripts, images, affiliate identifiers, accounts, and other material that you own or are authorized to manage. You represent that you have all rights, licenses, consents, and permissions needed for the material you submit, connect, or publish, and for the instructions you give Noet.

You authorize WishWell to host, copy, process, display, transmit, and create derivative technical formats of submitted material only as reasonably necessary to operate, secure, support, troubleshoot, and provide the Service you request, including generating the output you ask for.

You remain responsible for:

• reviewing automated proposals before publishing or relying on them;
• deciding what appears under your name, channel, image, or affiliate identifier;
• ensuring your submissions, publication choices, affiliate links, and advertising disclosures are lawful and do not infringe third-party rights;
• complying with YouTube, Google, Amazon, other retailers, affiliate networks, and applicable advertising rules, including the FTC’s Endorsement Guides; and
• not using automated output to imply an endorsement, sponsorship, testimonial, or product experience that does not exist.

5. Your content, licenses, and publication

As between you and WishWell, you retain your rights in material, corrections, selections, ordering choices, transcripts, images, and other content you provide (“your content”).

You grant WishWell a limited, non-exclusive, worldwide license to host, store, copy, process, display, transmit, and create technical adaptations of your content only to operate, secure, support, and provide the Service and to produce the output you request. This license is not a transfer of ownership and is not a right for WishWell to use your content for unrelated advertising.

WishWell does not use creator-identifiable content or review decisions to train a general-purpose model. No optional improvement program is represented as available unless Noet separately presents an initially-off consent control whose scope, retention, exclusions, withdrawal, and deletion behavior match the shipped system and the Privacy Policy.

WishWell does not transfer ownership of YouTube content, retailer content, product images, trademarks, or other third-party material. Noet output remains subject to those third-party rights.

5.2 Product-card images you upload

If you upload a photo or other image for a product card, storefront, or similar display on Noet (“Uploaded Image”), you—not WishWell—are solely responsible for that Uploaded Image.

You represent and warrant that:

• You own the Uploaded Image, or you have all licenses, consents, and permissions needed to upload it and to let Noet host and display it on your product cards and related Service pages.
• The Uploaded Image does not infringe copyright, trademark, publicity, privacy, or other rights of any third party.
• The Uploaded Image is not a copy, crop, or screenshot of an Amazon listing image, Amazon Program Content, or another retailer’s product photography unless that retailer has authorized that use in writing. A photo you took of a physical product you featured may be uploaded if you have the rights described above.
• The Uploaded Image does not contain child sexual abuse material, malware, or other content prohibited by the Acceptable use section of these Terms.

You keep ownership of your Uploaded Image. You grant WishWell a limited, non-exclusive, worldwide license to host, store, copy, display, and transmit it only as needed to operate the Service for you (including showing it on product cards you publish) and to secure, support, and troubleshoot the Service.

WishWell is not obligated to review, screen, or endorse Uploaded Images. WishWell may refuse, hide, or remove an Uploaded Image if we reasonably believe it violates these Terms, law, or a third-party complaint, or if we need to protect the Service. Removal or non-review does not waive any other right.

Uploaded Images are “your content” for the Indemnity section of these Terms.

Where the Service presents an upload control, you must complete the required, initially unchecked attestation before the file is accepted. Account creation, page publication, or a general Terms acceptance is not itself consent to a particular upload.

5.3 Transcripts and other files

Launch extraction uses transcript text you paste or a file you upload in a supported format. You represent that you are authorized to submit that text. WishWell may normalize the text, discard original uploaded bytes and filenames as described in the Privacy Policy, and retain normalized evidence while needed to provide the Service.

You may not use Noet to scrape YouTube or Google, to obtain captions or audiovisual content through undocumented methods, or to store YouTube audiovisual content without authorization.

5.4 Publication is opt-in and reversible at the page level

Creating an identity, profile, or product record does not publish it. Your creator identity, name, image, channel branding, storefront, and products remain private until you expressly publish the overall creator page and separately publish eligible products. You may reverse overall page publication without deleting private review state.

WishWell may hide or restrict published material as described in these Terms and on the Rights and Report-this-image pages.

6. YouTube and Google

Noet uses separate identity and YouTube authorization purposes. A creator may connect read-only YouTube access to verify an owned channel and that a submitted video belongs to that channel. Creator-supplied transcript evidence remains the launch processing path. Owner-caption access through YouTube is not enabled merely by connecting a channel or by signing in with Google.

If Noet uses YouTube API Services, your use of those features is also subject to the YouTube Terms of Service at https://www.youtube.com/t/terms . Google’s processing is described in the Google Privacy Policy at https://policies.google.com/privacy .

You may revoke Google’s authorization through available Noet connection controls or through Google’s security settings at https://security.google.com/settings/security/permissions . Revoking access or deleting your Noet account does not delete data maintained by Google or YouTube.

Noet’s use of information received from Google APIs will adhere to the Google API Services User Data Policy at https://developers.google.com/terms/api-services-user-data-policy , including the Limited Use requirements.

Third-party services may change, limit, suspend, or discontinue features. WishWell is not responsible for YouTube, Google, or their availability, quotas, policy changes, or enforcement.

7. Amazon, affiliate links, and public pages

Noet can construct retailer links using an affiliate identifier you supply and are authorized to use. You are responsible for affiliate-program eligibility, required disclosures, tax obligations on commissions you receive, and compliance with the applicable operating agreement.

If a page uses Amazon Special Links or Amazon Program Content:

• the grammatical speaker of any required Associate identification must match the Associate who actually earns the commission;
• you must keep the sites declared in the applicable Associates account current;
• you must not hide, disable, or obscure an affiliate or material-connection disclosure that Noet displays on the page;
• you must not auto-redirect visitors to Amazon or open Amazon without the visitor choosing a clearly identified link; and
• you must not instruct Noet to host Amazon listing images, Amazon Program Content image files, or other retailer product photography as if they were your Uploaded Images.

WishWell does not take a share of creator affiliate commissions. Noet does not guarantee clicks, purchases, commissions, or program standing.

Product names, availability, prices, and retailer information may change. Neither WishWell nor the creator controls a retailer’s inventory, fulfillment, returns, warranties, or customer service.

Discounted, free, founding, referral, or promotional access to Noet can create a material connection. If you endorse or promote Noet, you must disclose that connection. Access to Noet may not be conditioned on a positive review.

8. Automated processing

Noet uses automated systems, which may include the OpenAI API, to analyze creator-authorized material and propose product identities, attribution, timestamps, categories, and confidence information. Automated output is presented for your review. It is not legal, tax, or professional advice, and it is not a representation that a product, brand, or retailer endorses you or Noet.

You may use Noet-generated output for your lawful creator business, subject to these Terms, third-party rights, and platform rules.

9. Acceptable use

You may not:

• use Noet without authorization to monitor, impersonate, or exploit another creator;
• submit or publish material that is unlawful, fraudulent, deceptive, defamatory, infringing, privacy-invasive, harassing, or malicious;
• upload child sexual abuse material, or sexual content involving minors;
• upload malware or content designed to compromise devices or accounts;
• scrape YouTube, Google, Amazon, or Noet; use undocumented access methods; or bypass authentication, rate limits, tenant isolation, or provider controls;
• store or treat Amazon Program Content images or another retailer’s listing photography as your Uploaded Image except as §5.2 allows;
• use automated output to falsely imply that a creator, brand, or retailer endorses you, Noet, or a product;
• resell, sublicense, or provide unauthorized access to the Service;
• reverse engineer the Service except to the limited extent a restriction is prohibited by law;
• use the Service to violate applicable law or third-party terms; or
• interfere with security or the Service’s operation.

WishWell may remove content, limit features, or suspend or terminate accounts for violations, suspected fraud, or to protect users, providers, or the Service. Where reasonable, we will give notice and an opportunity to address the issue, except where notice would be unlawful, futile, or likely to increase harm.

10. Plans, fees, taxes, and allowance

The plan, monthly price, included usage, and other purchase terms displayed at Checkout are part of these Terms. Launch plans, in U.S. dollars plus applicable taxes, are:

• Emerging Creator: $10 per month for 10 completed videos per billing period;
• Creator: $16 per month for 20 completed videos per billing period;
• Founding Creator: invitation-only, $9 per month for 20 completed videos per billing period while the qualifying subscription remains active or is successfully restored under §11.

There is no annual plan, revenue share, rollover, or surprise overage at launch. Unused included usage expires at the end of the billing period. Deleting an output does not restore consumed usage unless Noet identifies a processing failure and restores it.

A video consumes allowance when Noet successfully completes the authorized processing. Noet’s own failed attempts, automatic retries, and correction-only work do not consume another unit. A creator-requested full reprocessing after success consumes another unit only after Noet clearly discloses that consequence and you confirm it.

Founding pricing is not transferable, unconditional, or promised for life. It is not a promise that every future feature, add-on, higher allowance, or materially different service is included at $9. While a qualifying Founding subscription continues, or is successfully restored inside the return window in §11, the included bundle stays $9 per month for 20 completed videos. WishWell will not automatically migrate that subscription onto Emerging Creator, Creator, or a later plan. Later add-ons and higher allowances are not included unless you voluntarily switch or buy them.

“Plus applicable taxes” is price language. It does not mean Checkout is calculating or collecting tax in every jurisdiction. Stripe Tax may be off. You are responsible for taxes on affiliate commissions and other amounts you receive from third parties.

A paid subscription begins only after authorized Stripe Checkout confirms payment and renews monthly until canceled. You authorize WishWell and Stripe to charge the payment method on file at the start of each billing period for the then-disclosed subscription price and any taxes actually collected.

Checkout must show, next to the final purchase action, the selected price, monthly frequency, applicable-tax posture, automatic renewal, allowance expiry, and cancellation route. Those purchase terms are also stated in these Terms and the Refund Policy. Linking to these documents does not replace the Checkout disclosure.

WishWell may change a public-plan price only with at least 30 days’ advance notice, never during a current paid period, and with any affirmative consent required by law. A change applies only at a later renewal. Qualifying Founding Creator continuity is not silently repriced.

11. Cancellation and Founding return

You may cancel online at any time through the Stripe Customer Portal available from your Noet account, without dealing with a live or virtual agent. Cancellation stops future renewal and takes effect at the end of the current paid billing period. You keep paid access through that date unless restricted for security, fraud, unlawful conduct, or material breach.

For Founding Creator, paid period end begins a 30-calendar-day unpaid return window. Successful payment during that window restores the $9 monthly Founding plan and its associated benefits. Signing in, requesting reactivation, or beginning Checkout does not restore those benefits without successful payment. The unpaid window includes no paid-plan processing. After it expires, ordinary return is available only on a then-current regular plan unless WishWell separately authorizes a new Founding invitation or exception.

Payment-failure recovery is a separate billing case governed by the account notice then presented. A payment failure does not create, extend, or replace the Founding return window.

Cancel before the next renewal charge to avoid that charge. The renewal date is displayed in the Customer Portal.

12. Refunds, payment failures, and notices

Subscription charges are nonrefundable after a billing period begins except where law requires a remedy or WishWell confirms a duplicate, unauthorized, or erroneous charge or a material failure to provide the purchased service. Cancellation does not retroactively refund a current period. The Refund Policy at /refunds explains how to request review. Contact support@takenoet.com. Do not send complete card numbers, security codes, passwords, or unnecessary identity documents.

If payment fails, Noet may retry the payment and restrict paid processing after notice. Stripe may send receipts, invoices, and failed-payment (dunning) messages. Noet may also display a durable in-account notice. We do not promise a separate Noet email for every Stripe event, and we do not send annual-plan reminders because no annual plan is offered.

A recurring-price change receives at least 30 days’ advance durable notice, never takes effect during a current paid period, and obtains affirmative consent when required.

Nothing in these Terms limits a non-waivable right to a refund, charge reversal, cancellation, or other remedy.

13. Trials and referrals

If Noet offers you a trial, the offer shown to you will state the applicable allowance and period. The approved organic trial, when offered, provides one completed video in a 30-day window. An approved creator referral may replace that with three completed videos in the same period, and those allowances do not stack. Trial use does not convert to paid service without a separate Checkout.

No trial or referral is included in the invitation-only Founding Creator offer unless it is expressly presented before activation.

To prevent reuse of a consumed one-time trial, Noet may retain a protected keyed value as described in the Privacy Policy. That value is not a public identifier and is not available to other creators or referrers.

14. Suspension, offboarding, deletion, and export

WishWell may suspend or terminate access when reasonably necessary to protect users, the Service, third parties, legal compliance, or payment integrity.

Billing offboarding, the Founding return window, and voluntary account deletion are different processes. Account deletion is designed to hide public pages and stop processing under the implemented lifecycle. If Noet offers a restoration or pre-deletion export period, the authenticated account will show its exact cutoff and available actions. Signing in alone does not restore a deactivated account.

Deletion remains subject to verified provider and backup behavior, billing and tax retention, fraud and security records, legal holds, and other lawful retention. These Terms do not promise a universal restoration, deletion-completion, backup, or response-time period except where the Privacy Policy states a specific YouTube Authorized Data deletion rule.

Before the applicable cutoff, an authenticated creator may request a short-lived export of creator-owned catalog, evidence, settings, consent, entitlement, and aggregate analytics data in available formats. Exports exclude passwords, cookies, tokens, provider credentials, service secrets, internal security logs, and other people’s information.

15. Copyright, designated agent, and other reports

The Rights, Takedown, and Corrections page (/rights) is the general channel for copyright, name or likeness, trademark, false-endorsement, attribution, and factual-correction reports. A product-card photo may also be reported through /report-image or an equivalent control on the card.

WishWell LLC has designated an agent with the U.S. Copyright Office to receive notifications of claimed copyright infringement. The current agent information is published on /rights and in the Copyright Office directory. Search for WishWell LLC, Noet, or takenoet.com.

Listing an agent and publishing that information does not by itself mean WishWell has qualified for every condition of 17 U.S.C. § 512. WishWell does not claim that it has satisfied all statutory safe-harbor conditions.

A copyright notice should include the elements described on /rights. Do not send passwords, payment-card numbers, or unnecessary government ID.

WishWell may preserve evidence, hide or remove disputed material, contact the authenticated creator unless prohibited or unsafe, and restrict or terminate accounts of users who repeatedly infringe in appropriate circumstances. An acknowledgment is not a determination of ownership, infringement, endorsement, accuracy, or liability.

Name, likeness, trademark, false-endorsement, and accuracy reports use different legal standards from copyright and are not interchangeable.

16. WishWell intellectual property and feedback

The Service, including software, design, documentation, and the Noet name and marks, is owned by WishWell or its licensors. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Service for your internal creator business as permitted here. They do not grant you a right to copy the Service, use Noet marks except as we expressly allow on the Service, or suggest that WishWell endorses your products.

If you voluntarily provide product feedback, you grant WishWell a non-exclusive, perpetual, worldwide, royalty-free license to use that feedback to improve Noet, provided WishWell does not identify you publicly without permission.

17. Third-party services

The Service depends on independent providers, including Google, YouTube, Stripe, hosting and database providers, and automated-analysis providers. Their terms govern their services. WishWell is not responsible for third-party products, availability, pricing, policies, or actions, except to the extent a non-waivable law says otherwise.

If a page embeds a YouTube player, YouTube or Google may set cookies, collect data, and serve advertisements under their own terms. WishWell does not control that.

Outbound retailer pages are not part of the Service.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WISHWELL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WISHWELL DOES NOT WARRANT THAT AUTOMATED OUTPUT IS ACCURATE, COMPLETE, OR CURRENT; THAT THIRD-PARTY SERVICES, PRODUCTS, OR COMMISSIONS WILL REMAIN AVAILABLE; THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR THAT USE OF NOET WILL GENERATE REVENUE.

Some jurisdictions do not allow certain disclaimers. These disclaimers apply only to the extent permitted by law.

19. Limitation of liability

To the maximum extent permitted by law, WishWell and its members, officers, employees, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, commissions, or business opportunities, arising from the Service, even if advised of the possibility of those damages.

To the maximum extent permitted by law, WishWell’s aggregate liability arising from the Service will not exceed the greater of (a) the fees you paid to WishWell for Noet during the twelve months before the event giving rise to the claim or (b) USD $100.

These limitations do not apply where prohibited by law, including to the extent liability cannot lawfully be limited for fraud, willful misconduct, or (where such a limitation is forbidden) gross negligence. They do not limit your indemnification obligations.

20. Indemnity

You will defend and indemnify WishWell and its personnel from third-party claims, damages, and reasonable costs arising from your content (including Uploaded Images and transcripts), affiliate identifiers, publication choices, advertising or affiliate disclosures, violation of these Terms, or infringement or misappropriation of third-party rights, except to the extent caused by WishWell’s own breach, negligence, or willful misconduct.

21. Governing law and disputes

Virginia law governs these Terms without regard to conflict-of-law rules, subject to non-waivable law. Any judicial proceeding must be brought in a state or federal court located in the Commonwealth of Virginia that has jurisdiction over the dispute.

Nothing here prevents either party from seeking relief in small claims court where eligible, or limits non-waivable consumer rights.

These Terms do not require arbitration and contain no class-action waiver.

22. Changes

WishWell may update these Terms prospectively. Material changes will be disclosed through the Service or by email to the address on the account before they take effect. If law requires affirmative consent, the change will not apply until that consent is obtained. If you continue to use the Service after the effective date of a change that does not require a new consent, the updated Terms apply.

The Last updated date identifies the current version. Prior versions do not remain an alternative contract after a valid update.

23. Miscellaneous

Entire agreement. These Terms, the Privacy Policy, the Refund Policy, and the purchase terms shown at Checkout are the entire agreement between you and WishWell for the Service. They supersede prior or contemporaneous terms for the same subject, except that a separately signed writing that expressly amends these Terms controls to the extent of the conflict.

Order of documents. If these Terms and the Refund Policy conflict on a billing, cancellation, or refund point, the Refund Policy controls for that point. If these Terms and the Privacy Policy conflict on a privacy point, the Privacy Policy controls for that point. Checkout purchase terms control the selected price, plan, and renewal of that purchase to the extent they are clearer and not inconsistent with a non-waivable rule in these Terms.

Severability. If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, or if that is not possible, severed. The rest remains in effect.

Waiver. A failure to enforce a provision is not a waiver. A waiver must be express and in writing to be effective, and applies only to the instance described.

Assignment. You may not assign these Terms without WishWell’s prior consent. WishWell may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate. These Terms bind permitted successors.

No third-party beneficiaries. These Terms do not create third-party beneficiary rights, except that WishWell personnel protected by the limitation of liability and indemnity sections may rely on those sections.

Relationship. You and WishWell are independent. These Terms do not create a partnership, joint venture, employment, or fiduciary relationship, and they do not make WishWell a party to your YouTube, Google, Amazon, or other platform agreements.

Force majeure. WishWell is not liable for delay or failure caused by events beyond its reasonable control, including provider outages, changes in platform terms or access, utility failures, labor disputes, and legal restrictions.

Notices. WishWell may notify you through the Service or by email to the address on the account. You may send legal notices to legal@takenoet.com. Email notice is effective when sent, except that a bounced or undeliverable message is not effective until WishWell has an alternative reasonable method.

Interpretation. Headings are for convenience. “Including” means “including without limitation.” “Or” is not exclusive unless the context requires it.

Survival. Sections that by their nature should survive termination will survive, including content licenses, acceptable use, refunds and notices, copyright reports, intellectual property, disclaimers, limitation of liability, indemnity, governing law, changes, miscellaneous, contact, and unpaid amounts.

Preview features. WishWell may offer incomplete or preview features. They may change or stop. They are provided as-is and may not be covered by any uptime or support commitment.

24. Contact

Noet is operated by WishWell LLC.

Support: support@takenoet.com

Legal notices and Terms questions: legal@takenoet.com

Privacy: privacy@takenoet.com

Rights and copyright: see /rights; product-card photos also /report-image

Mailing address: WishWell LLC d/b/a Noet, 9480 Main St #1162, Fairfax, VA 22031

This mailing address is a public mailing and contact address. It is not WishWell’s physical office, headquarters, operating location, registered office, or a residence.