Last revision: 6/15/25

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Welcome to the website for Noon Energy Inc., a Delaware corporation (“Noon Energy,” “we,” or “us”). These terms of use, together with any documents these terms of use incorporate by reference (collectively, the “Terms of Use”), govern your access to and use of https://www.noon.energy, including any content, functionality, and services on or offered through it (the “Website”), whether as a guest or registered user. 

 

Please read these Terms of Use carefully before using or accessing the Website. By using or accessing the Website, you are agreeing to be bound and abide by these Terms of Use and our privacy policy, found at https://www.noon.energy/privacy-policy/ (the “Privacy Policy”), incorporated herein by reference. If you do not want to agree to these Terms of Use, you must not access or use the Website.

 

You are responsible for regularly reviewing these Terms of Use, as Noon Energy reserves the right to revise and update these Terms of Use at any time within its sole and absolute discretion. In the event Noon Energy modifies these Terms of Use, you agree that your continued use of the Website after a change in the effective date of said changes will constitute your agreement to any such modification to these Terms of Use.  

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ELIGIBILITY

This Website is offered and available to users who are at least eighteen (18) years old. By using the Website, you represent and warrant that you are eighteen (18) years of age or older; all registration information you submit to Noon Energy is truthful and accurate (and you will maintain the accuracy of such information); and that your use of the Website does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals located in the jurisdiction in which you live.  If you do not meet all of these requirements, you must not access or use the Website.

 

LIMITED LICENSE

Provided that you comply with these Terms of Use, Noon Energy provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty-free license to use the Website for its customary and intended purposes. You are expressly prohibited from scraping, framing, hacking, reverse engineering, crawling, or aggregating the Website, whether in whole or in part.

 

You acknowledge and agree that your limited use of the Website does not entitle you to any license or intellectual property rights to any technology, intellectual property, copyrights, trademarks, or trade secrets of Noon Energy or any third-party contractor thereof. You acknowledge and agree that your use of the Website is limited by these Terms of Use, and you expressly agree that you will not use the Website in any manner that is not expressly authorized under these Terms of Use. Noon Energy reserves all of its rights not expressly granted through these Terms of Use.

 

PROHIBITED USES

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website in any manner that:

• Violates any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third-party, including, but not limited to intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights

• Could damage, disable, overburden, or impair any Noon Energy server or the network(s) connected to such server

•  Could interfere with any other party’s use or enjoyment of the Website, or which, as determined by us, may harm Noon Energy or users of the Website, or expose them to liability  

• Gains or attempts to gain unauthorized access to the Website, unpublished information or material, or other users’ accounts  

• Reverse engineers, decompiles, disassembles, or attempts to reverse engineer, decompile, or disassemble any part of the Website or otherwise circumvent the technological protection measures of the Website

 

Additionally, you agree not to:

• Use the Website to transmit, or procure the sending of, advertising or other unsolicited commercial materials to third parties or users of Noon Energy

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any Content, or other materials appearing in or generated by the Website, or any information obtained from the Website, without Noon Energy’s prior express written consent

• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent

• Use any device, software, or routine that interferes with the proper working of the Website

• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack

• Otherwise attempt to interfere with the proper working of the Website

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RELIANCE ON INFORMATION POSTED

The information and content presented on or through the Website is provided solely for general informational purposes.

 

Noon Energy does not make any representations that any data, information, and content on the Website is accurate or complete. You alone will bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, and content.  We disclaim all liability and responsibility that may arise from any decision that you make based upon the use of such data, information, and content appearing on the Website.

 

TRADEMARKS

You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on the Website by Noon Energy are common law or registered trademarks owned by or licensed to Noon Energy. You are expressly prohibited from using the trademarks of Noon Energy without the prior written permission of Noon Energy. All other trademarks, trade names, design marks, or logos are the property of their respective owners.

 

INTELLECTUAL PROPERTY AND OWNERSHIP OF CONTENT

All materials that you see on the Website (whether provided by Noon Energy or users), including, but not limited to images, text, data, illustrations, designs, icons, photographs, programs, audio clips or downloads, video clips and written and other materials that are part of this Website (collectively, the “Content”) are intended solely for personal, noncommercial use.

 

YOU ACKNOWLEDGE AND AGREE THAT ALL CONTENT IS THE PROPERTY OF NOON ENERGY AND/OR ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY NOON ENERGY, YOU, OR ANOTHER USER.

 

You acknowledge that the Website and Content are protected by copyrights, trademarks and/or other proprietary rights owned, controlled or licensed by Noon Energy, one of its affiliates or by third parties who have licensed their materials to Noon Energy and are protected by laws of The United States of America. The compilation (meaning the collection, arrangement, and assembly) of Content on the Website is the exclusive property of Noon Energy and is also protected by the laws of The United States of America.

 

All right, title and interest that Noon Energy has in the Website, that are not expressly granted by Noon Energy to you, are retained by Noon Energy. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without Noon Energy’s prior written permission, except that the foregoing does not apply to your own posted submission. You agree that you may not upload or otherwise transmit on or through the Website any Content that is subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the Website. 

 

If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the Content, you hereby transfer, grant, convey, assign and relinquish exclusively to Noon Energy all of your right, title and interest in and to the Content, without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights. To the extent such assignment is invalid under applicable law, you hereby grant to Noon Energy, the exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, use, adapt, create derivative works from, and distribute such Content, and all patent, copyright, trade secret, trademark and other intellectual property rights thereto, in any form, media, or technology now known or later developed.

 

For the avoidance of doubt, all software used on the Website is the property of Noon Energy or its suppliers and protected by laws of The United States of America. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Noon Energy Website or any related software.

 

COPYRIGHT POLICY

We respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringes another party’s intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Website can be reached as follows:

• Copyright agent: copyright@noon.energy

 

It is often difficult to determine if your intellectual property rights have been violated or if the Digital Millennium Copyright Act, as amended, requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.

 

LINKS FROM THE WEBSITE

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including without limitation banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

SECURITY

You understand that any information provided by you or collected by Noon Energy in connection with your use of the Website will be used in the manner described in these Terms of Use and in the Privacy Policy. If you do not agree to the Privacy Policy, you must not use the Website. Without limiting the terms of the Privacy Policy, you understand that Noon Energy does not guarantee that your use of the Website and/or the information provided by you will be private or secure, and Noon Energy is not responsible or liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Website.

 

JURISDICTIONAL ISSUES

The Website is controlled and operated by Noon Energy from its offices within the United States. Noon Energy makes no representation that Content and other materials available through the Website are appropriate or available for use in any other locations. Those who choose to access the Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

TERMINATION AND SURVIVABILITY

These Terms of Use are effective until terminated by us. Noon Energy reserves the right to terminate your access to the Website in its sole and absolute discretion and without prior notice.

 

The provisions herein concerning intellectual property rights, permitted and unauthorized uses, disclaimer of warranty, limitation of liability, and indemnity, as well as any other provisions that by their nature should survive, shall survive any such termination.

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” AND AS-AVAILABLE BASIS AND WITHOUT WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

 

NOON ENERGY AND EACH OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, LICENSORS, DISTRIBUTORS, SUBLICENSEES, AGENTS, OR SUBCONTRACTORS (THE “NOON ENERGY PARTIES”)  WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO INFORMATION ON THE WEBSITE, OR YOUR USE OF OR INABILITY TO USE OR ACCESS THE  WEBSITE, INCLUDING, BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATING TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION,  OR THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. THE NOON ENERGY PARTIES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS OR OMISSIONS, OR CONDUCT OF ANY OTHER USER OR THIRD PARTY. YOU ACKNOWLEDGE THAT YOUR USE OF THE NOON ENERGY WEBSITE IS AT YOUR SOLE RISK. THE NOON ENERGY PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PORTION OF THE PRIOR SENTENCE IS DEEMED TO BE NOT ENFORCABLE UNDER APPLICABLE LAW, THEN THE NOON ENERGY PARTIES’ MAXIMUM AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, SHALL NOT EXCEED YOUR ACTUAL DIRECT DAMAGES, CAPPED AT $1,000.

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NOON ENERGY DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE (OR ANY PART THEREOF INCLUDING, WITHOUT LIMITATION THE CONTENT), THE SERVER(S) ON WHICH THE SITES ARE HOSTED, OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Noon Energy, its officers, shareholders, directors, employees, subsidiaries, affiliates, white label users, and representatives from and against any and all losses, costs, and expenses (including, but not limited to attorneys’ fees) arising out of or related to your use of the Website; violation of these Terms of Use by you, or through your Account; any allegation that any information, messages, or materials you make available through the Website otherwise infringe the rights of third parties, including but not limited the trademark, copyright, trade secret, privacy, or other intellectual property rights or other personal or proprietary rights of any third party; and violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international.

 

Your obligation to defend Noon Energy will not provide you with the right or ability to control Noon Energy’s defense or settle any claims. Noon Energy reserves the right to control its defense, including, but not limited to its choice of counsel and whether to litigate or settle a claim subject to indemnification.

 

JURISDICTION

All matters relating to the Website and these Terms of Use, and any dispute or claim arising from or related thereto (in each case, including, without limitation non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any dispute arising out of or relating to these Terms of Use shall be resolved through arbitration, as set forth herein.

 

ARBITRATION

Any legal suit, action, dispute, or proceeding arising out of or related to these Terms of Use or use of the Website, including, without limitation any claim or controversy arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, will be settled by confidential, binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association (the “AAA”). Any claim arising under or related to these Terms of Use must be brought within six (6) months of the date of the alleged cause of action, omission or conduct giving rise to the alleged claim. The arbitration proceeding will be decided by not more than three arbitrators randomly selected from a list of neutral arbitrators maintained by the AAA. Judgment on any award may be entered in any court of competent jurisdiction. The arbitrators will be provided with the right to award costs and attorneys’ fees to the prevailing party. The arbitration will be held in San Jose, California and both Noon Energy and you agree that Noon Energy and you will be required to be present in San Jose for arbitration. The substantive laws of Californiashall apply. The foregoing notwithstanding, Noon Energy shall be permitted to seek any injunctive or equitable relief arising out of or relating to these Terms of Use in any court of competent jurisdiction.

 

WAIVER AND SEVERABILITY

No term or condition of these Terms of Use or breach of these Terms of Use will be deemed to have been waived or consented to, unless such waiver is in writing and signed by the party to be charged.

 

If any part of these Terms of Use is deemed invalid or unenforceable by a court of competent jurisdiction, including, but not limited to the warranty disclaimers and liability provisions set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect.

 

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

 

ENTIRE AGREEMENT

These Terms of Use and any documents incorporated herein by reference contain the entire agreement between Noon Energy and you regarding its subject matter and supersedes all prior understandings, agreements, or representations between Noon Energy and you, whether written or oral.

 

COMMUNICATIONS

By providing your email address to Noon Energy and subscribing to Noon Energy’s communications, you understand you may receive periodic information regarding current and future services offered on the Website and/or related third-party products. You may unsubscribe at any time by following the directions contained in any such newsletter.

 

NOTICES

Notices to you may be made via posting to the Website, by email, by regular mail or otherwise, in Noon Energy’s discretion.  Noon Energy may also provide notices of changes to these Terms of Use or other matters by displaying such notices or by providing links to such notices on the Website.

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QUESTIONS

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@Noon Energy.com.