Terms and Conditions

Last updated: September 4, 2026
Effective: October 5, 2026. The previous version, dated July 10, 2026, remains in effect until that date. This update adds terms for Outbound Integrations (Section 6). See Section 13, Changes to these Terms.

1. Overview

These Terms and Conditions ("Terms") are a contract between NAAICO ("NAAICO", "we", "us", or "our") and you ("Customer", "you", or "your"). They govern your use of NAAICO NoteSage's software, services, and website.

By downloading, installing, accessing, or using NAAICO NoteSage, you accept these Terms. If you do not agree, do not use the Service. Our handling of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

2. Definitions

For clarity, the following terms have specific meanings throughout this document:

Service — the NAAICO NoteSage desktop application, the website at notesage.naaico.com, NoteSage Cloud (optional sync), the MCP/API, and any related software or service we provide.
Customer / you — the individual or organization using the Service.
Account — your registered NAAICO NoteSage account.
Customer Content — audio recordings, transcriptions, notes, prompts, files, and other content you create, upload, or process through the Service.
Customer Data — Customer Content plus any account information about you or your organization.
Subscription — a paid plan you have signed up for, when available.
Outbound Integration — an optional connection to a third-party destination you choose (such as a Slack workspace) that lets you send content from a note to it. See Section 6.
Subprocessor — a third-party service we use to operate the Service. The current list is described in our Privacy Policy.

3. The Service

NAAICO NoteSage is a desktop dictation, transcription, and meeting-notes application with an optional AI voice agent, calendar integration, and optional integrations that let you send content from a note to destinations you choose. You choose how your audio is processed:

Local processing (default). Speech-to-text runs on your device using local models such as Whisper or Parakeet. No audio leaves your computer unless you configure otherwise.
Bring your own API key (BYOK). You connect your own API key from a third-party transcription or AI provider. Your audio and prompts go directly to that provider. See Section 6 for details.
Outbound Integrations (optional). You connect a destination you already use and send selected content from a note to it. Content travels directly from your device to that destination, and nothing is sent unless you ask for it. See Section 6.
NoteSage Cloud (optional). If you enable cloud sync, your notes and related data may be stored on NAAICO-managed infrastructure. Cloud sync is disabled by default.
NAAICO Unified Audio and Inference Cloud (coming soon). A managed transcription and inference service with minute-based bundled pricing. Not yet available.
Paid Feature Marketplace (coming soon). Additional paid features starting from $2/month. Not yet available.

Proprietary software. NAAICO NoteSage is proprietary software owned by NAAICO. You are granted a limited, non-exclusive, non-transferable license to use the software subject to these Terms. You may not copy, modify, distribute, reverse engineer, or create derivative works except as expressly permitted by NAAICO.

Alpha status. NAAICO NoteSage is currently in alpha for macOS and Windows. Features may change, be added, or be removed without notice. We do not currently offer a service level agreement (SLA). We aim to provide reliable service but make no uptime commitments.

4. Your Account

You may create a NAAICO NoteSage account with email and password or by signing in with Google. Some Service features require an account.

One account per individual or organization
Keep your credentials safe. What happens under your account is your responsibility.
Tell us right away if you suspect unauthorized access
We may suspend or close accounts for serious violations of these Terms or after extended inactivity

Age requirement. NAAICO NoteSage is intended for users aged 13 and over. If you are under 18, you confirm that your parent or legal guardian has read these Terms and agrees to them on your behalf.

5. Acceptable Use

Use NAAICO NoteSage for lawful purposes only. You may not use the Service to:

Record any individual without their knowledge and consent where required by law (recording-consent obligations are on you, not us)
Transcribe content you do not have the legal right to record or process (copyrighted broadcasts, confidential calls you are not party to, etc.)
Generate, distribute, or store content that is illegal, harmful, defamatory, harassing, hateful, or that infringes on others' rights
Create deepfakes, voice clones, or any content intended to deceive or impersonate
Reverse engineer, decompile, or attempt to extract the source code of the Service, except where expressly permitted by applicable law
Bypass rate limits, usage caps, or access controls on NAAICO-hosted services
Spam, scrape, or use automated tools to access the Service in a way that disrupts other users
Resell or sublicense access to NAAICO-hosted cloud or API services without our written permission
Use outputs generated by NAAICO-hosted cloud APIs to train, develop, or improve a competing artificial intelligence or machine learning product, when such cloud services are available

If you misuse NAAICO NoteSage, we may suspend or close your account, and in serious cases pursue legal remedies.

6. Third-Party Services

NAAICO NoteSage connects to third-party services in two directions:inbound, where a provider processes your audio or prompts and returns a result ("BYOK"), and outbound, where you send content from a note to a destination you have chosen (an "Outbound Integration"). Different terms apply to each, and both are set out below.

Bring Your Own Key (BYOK)

NAAICO NoteSage lets you connect third-party transcription and AI providers (such as OpenAI, Anthropic, Google Gemini, Groq, Azure, Mistral, or local models) by providing your own API key or configuring a local endpoint. The current list of supported providers is described in our Privacy Policy and may change over time.

When you use BYOK, your audio and prompts go directly to the provider you have chosen. We do not see, store, or proxy that traffic. Your relationship is with that provider — and so is theirs with you:

You are bound by the third-party provider's terms in addition to ours
You are responsible for your own API costs, rate limits, data handling, and compliance with the underlying provider's policies
We are not liable for the actions, errors, downtime, charges, or outputs of any third-party provider you connect

Third-party AI provider outputs. When you use BYOK, all AI-generated text, transcriptions, summaries, and responses are produced by the third-party provider, not NAAICO. NAAICO does not review, control, or guarantee those outputs and is not responsible for their accuracy, completeness, legality, or suitability.

Outbound Integrations

NAAICO NoteSage lets you connect destinations you already use (such as a Slack workspace) and send content from a note to them. Outbound Integrations are optional, are disabled until you connect one, and never send anything on their own.

You direct every transmission. Content is sent only when you select it and confirm the destination. NAAICO NoteSage does not publish, sync, or forward content automatically or in the background.
Content goes directly from your device. The content you send travels from your device to the destination you chose. NAAICO does not proxy, receive, retain, or inspect it.
You are responsible for what you send. You represent and warrant that you have the right to disclose the content you send, including any statements made by other people in a recording or transcription, and that doing so complies with any confidentiality obligations and with the policies of the workspace or account you are sending to.
Content is published under your identity. Where an Outbound Integration posts using your own account with the destination, the content appears as though you posted it, is attributable to you, and is subject to that destination's retention, search, and administrative controls. You authorize NAAICO NoteSage to act on your behalf for this purpose.
You are bound by the destination's terms in addition to ours, and we are not liable for the actions, errors, downtime, charges, or availability of any destination you connect.

Connecting an integration. Connecting a destination requires a credential that authorizes NAAICO NoteSage to act with that service on your behalf. Where the connection uses an authorization flow operated by NAAICO, we perform the credential exchange with the destination solely to complete the connection you requested. We do not store, log, or reuse that credential: it is delivered to your device, encrypted, and stored there using your operating system's secure storage. You may revoke it at any time, either in NAAICO NoteSage or directly with the destination, and revoking it at the destination will end the connection regardless of what is stored on your device.

Availability. Outbound Integrations depend on services we do not control. A destination may change its interface, revoke access, or discontinue availability, and an integration may stop working as a result. We do not guarantee the continued availability of any Outbound Integration.

7. AI Outputs and User Verification

The Service uses machine learning to generate transcriptions, AI-enhanced notes, agent responses, and other outputs. Like all AI systems, NAAICO NoteSage can produce results that are inaccurate, incomplete, biased, or completely fabricated ("hallucinations") — whether produced by NAAICO-hosted services or by a third-party AI provider you connect via BYOK.

NAAICO is not responsible for outputs from third-party AI providers. Your relationship regarding those outputs is with the provider you selected.

You are responsible for reviewing and verifying all AI-generated content before relying on or acting on it. We do not warrant the accuracy or completeness of any AI output.

AI outputs are not professional advice. Do not use them as the sole basis for legal, medical, financial, safety-critical, or other high-stakes decisions.

8. Customer Content and Recording Consent

You own your Customer Content

NAAICO claims no ownership of your audio recordings, transcriptions, notes, or any content you create through the Service. It is yours.

Limited license to operate the Service

You grant us a limited license to process your Customer Content as needed to provide the Service — for example, to transcribe audio you submit, store notes you save, or sync content across your devices. This license is limited to operating the Service for you and ends when you delete the content or close your account.

No training on your data

We will not use Customer Content — audio, transcriptions, notes, or AI agent prompts — to train any artificial intelligence or machine learning model. This is a contractual commitment, not just a privacy promise.

Recording consent is your responsibility

You represent and warrant that you have the legal right to record, transcribe, and process every audio source you use NAAICO NoteSage on. You are solely responsible for complying with applicable wiretapping, two-party consent, and recording-disclosure laws in every jurisdiction where you or any other participant is located.

You will indemnify NAAICO against any claim arising from Customer Content you create, upload, or process — including claims that you recorded someone without consent (see also Section 12 on Indemnification).

9. Intellectual Property

NAAICO NoteSage software — proprietary, licensed (not sold) to you under these Terms.
Website and cloud APIs — proprietary and operated by NAAICO.
Customer Content — yours (see Section 8).
Trademarks — the NAAICO, NoteSage, and NAAICO NoteSage names, logos, and related marks belong to NAAICO. You may not use them without our written permission.
Feedback license — if you suggest features, report bugs, or otherwise share feedback with us, we may use that feedback freely without compensation or attribution.

10. Plans, Billing, and Refunds

Current status. NAAICO NoteSage is in alpha and is currently available as a free download for macOS and Windows. Alpha access does not guarantee future pricing or availability.

Future paid services. NAAICO may offer additional paid services in the future, including:

A Paid Feature Marketplace (pricing starting from $2/month)
NAAICO Unified Audio and Inference Cloud (minute-based bundled pricing)

These services are not yet available. Pricing, features, and availability are subject to change without notice. Separate terms may apply when these services launch. When paid plans become available, they may be billed monthly or annually in advance and may auto-renew unless cancelled before the next billing date. Payment processing details will be disclosed at launch.

A refund policy for paid subscriptions will be published when billing launches.

11. Privacy

Our handling of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes what data NAAICO NoteSage collects, how we use it, who else processes it, and how to control or delete it.

12. Disclaimers, Liability, and Indemnification

As-is disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED — INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT TRANSCRIPTION ACCURACY, AI OUTPUT ACCURACY (SEE SECTION 7), OR UNINTERRUPTED AVAILABILITY.

Alpha or preview features are provided as-is, may change or be removed without notice, and are excluded from any warranties or service commitments.

Third-party AI provider disclaimer

NAAICO EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR CONTENT, OUTPUTS, ERRORS, OR HARM ARISING FROM THIRD-PARTY AI OR TRANSCRIPTION PROVIDERS YOU CONNECT (INCLUDING OPENAI, ANTHROPIC, GOOGLE, GROQ, AZURE, AND OTHERS). THIS INCLUDES HALLUCINATIONS, BIASED OUTPUTS, INCORRECT TRANSCRIPTIONS, AND ANY DECISIONS YOU MAKE BASED ON PROVIDER-GENERATED CONTENT.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS CAPPED AT THE GREATER OF (A) THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD $100. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. THIS LIMITATION EXTENDS TO THIRD-PARTY PROVIDER OUTPUTS AND ACTS.

Indemnification

By you. You will indemnify, defend, and hold NAAICO harmless against any third-party claim arising from (a) your Customer Content, (b) your misuse of the Service, (c) your violation of these Terms or any law, (d) your unauthorized recording or transcription of any individual (see Section 8), (e) any third-party AI provider you connect via BYOK (see Section 6), (f) your reliance on third-party AI provider outputs, or (g) content you send to a destination through an Outbound Integration, including any claim that you lacked the right to disclose it (see Section 6).

By us. We will indemnify, defend, and hold you harmless against any third-party claim that the Service itself, when used in accordance with these Terms, infringes a patent, copyright, or trademark in your jurisdiction. This obligation excludes claims arising from your modifications, your combination of the Service with non-NAAICO software, alpha features, BYOK providers, third-party provider outputs, or Customer Content. Our total indemnification obligation is capped at the limitation of liability above.

13. Term, Termination, and Changes

Termination

You can stop using NAAICO NoteSage at any time by closing your account or uninstalling the desktop application. We may suspend or terminate your access for violations of these Terms, non-payment, or extended inactivity — with reasonable notice except in cases of serious breach.

What happens to your data

Local data on your device stays under your control until you delete it. Uninstalling NAAICO NoteSage removes the local application data. Cloud-synced data is deleted in accordance with our Privacy Policy following account deletion.

Surviving sections

The following provisions survive termination: Customer Content ownership (Section 8), intellectual property (Section 9), payment obligations (Section 10), disclaimers and liability limits (Section 12), indemnification (Section 12), governing law (Section 14), and these survival rules.

Changes to these Terms

We may update these Terms from time to time. We will notify you of material changes by email and/or an in-app notice at least 30 days before they take effect. Your continued use of NAAICO NoteSage after the effective date means you accept the updated Terms.

Changes to the Service

We may add, modify, or discontinue features at any time. For material changes that reduce functionality you depend on, we will give reasonable notice. Alpha features may change or be removed at any time without notice.

14. Legal and General Provisions

Governing law and venue

These Terms are governed by the laws of the jurisdiction in which NAAICO is registered, without regard to conflict-of-law principles. Any legal action must be brought in the courts of that jurisdiction.

Before filing any legal action, you agree to first contact contact@naaico.com to try to resolve the dispute informally.

Export controls

You may not use the Service in violation of applicable export controls, sanctions, or in any country or region subject to comprehensive embargoes under applicable law.

Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control — natural disasters, war, pandemics, internet outages, third-party service failures, or government actions.

DMCA

If you believe content on the Service infringes your copyright, send a DMCA takedown notice to contact@naaico.com with the subject line "DMCA Notice", including the information required by applicable copyright law. We respond to valid notices in accordance with the DMCA.

Other provisions

Severability — if any provision of these Terms is found unenforceable, the rest remains in full force.
Assignment — you may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Waiver — our failure to enforce any provision does not waive our right to enforce it later.
Entire agreement — these Terms plus the Privacy Policy constitute the entire agreement between you and NAAICO regarding the Service, and supersede any prior agreements.

15. Contact

Questions about these Terms? Get in touch:

NAAICO
Email: contact@naaico.com
Subject line: Terms Inquiry